The form of report to be used in Canadian jurisdictions if required to be filed under section 6.3(1)(a) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) due to reliance on a prospectus exemption listed in section 6.1(1) of NI 45-106.

If there is no exemption available under section 6.2, this form is to be filed, together with the applicable fee by the issuer or underwriter no later than ten days after the distribution in the jurisdiction(s) where distributed, under section 6.1(2) of NI 45-106.

On June 30, 2015, the members of the Canadian Securities Administrators (CSA), other than Ontario and British Columbia, published a notice requesting comments on proposed amendments to National Instrument 13-101 - System for Electronic Document Analysis and Retrieval (SEDAR) (NI 13-101) and Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102 SN). On December 3, 2015, it was announced in this notice that the amendments were adopted. The amendments came into force on May 24, 2016 and require the following documents (the exempt market filings) to be filed in electronic format on SEDAR in accordance with NI 13-101 in the participating jurisdictions:

The amendments also imposed a SEDAR system fee of $25 per filing of a report of exempt distribution, including a report of exempt distribution prepared in accordance with Form 45-106F1 Report of Exempt Distribution or Form 5 – Start-up Crowdfunding – Report of Exempt Distribution. This fee is in addition to any filing fee required in the participating jurisdictions.

The CSA published on August 13, 2015 for a 60-day comment period a proposed new harmonized report of exempt distribution to replace Form 45-106F1 and Form 45-106F6 and to be in lieu of the proposed Form 45-106F10 and Form 45-106F11 published for comment on March 20, 2014 in this Ontario Securities Commission (OSC) notice. The proposed changes from the current reports and the forms proposed in March 2014 are contained in this 2015 CSA notice.

On April 7, 2016, the CSA published this 2016 CSA notice that provides the final amendments, outlines the changes from the amendments proposed in the 2015 CSA notice. The 2016 CSA notice also provides links to Excel templates to assist with the new requirement for issuers to file Schedules 1 and 2 in .xlsx format using the Excel templates developed by the CSA. The templates are available on the website of each CSA member. In addition, the CSA published CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions (revised again on September 29, 2016 and July 19, 2018) to assist with filing the new Form 45-106F1. OSC Staff Notice 45-709 (Revised) – Tips for Filing Reports of Exempt Distribution was published on May 21, 2015. The following documents regarding the amendments were published June 9, 2016:

The amendments came into force June 30, 2016.

Responding to concerns raised by non-Canadian international market participants, the CSA granted relief for certain foreign issuers from the requirement to report whether a purchaser under an exempt distribution in Canada is a registrant and/or an insider of the issuer in Schedule 1 to Form 45-106F1 that came into force on June 30, 2016. All CSA members other than the Ontario Securities Commission (OSC) have issued blanket rulings effective June 30, 2016 to implement this relief. The OSC has approved an amendment instrument providing for the same relief.

On June 8, 2017, the CSA published this 2017 CSA notice that proposed amendments to NI 45-106 that would amend Form 45-106F1. The British Columbia Securities Commission did not publish the proposed instrument for comment at that time. A CSA notice of final amendments to NI 45-106 and change to Companion Policy 45-106CP Prospectus Exemptions relating to Reports of Exempt Distribution and CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions to reflect the revisions were both published July 19, 2018. The amendments came into force on October 5, 2018.

The amendments:

In anticipation of replacing SEDAR with SEDAR+, effective June 9, 2023:

SEDAR+ became operational on July 25, 2023. In the amendments to MI 13-102SN that became effective May 24, 2016, an additional $25 system fee became payable for filing through SEDAR. In MI 13-102 that became effective June 9, 2023, the system fee was increased to $40. However, on June 8, 2023 the CSA published the notice, CSA announces exemptions from certain filing requirements during deferred launch of SEDAR+, regarding blanket orders, including OSC Coordinated Blanket Order 13-931 Citation: Re Exemptions from certain filing requirements in connection with the deferred launch of the System for Electronic Data Analysis and Retrieval +, which ordered that, among other things, a person or company filing a Form 45-106F1 with the securities regulatory authority or regulator is exempt from the requirement in section 3 of MI 13-102 to pay system fees for that document. The order will cease to be effective on December 9, 2024, unless extended by the OSC.

See Standard Document, Form 45-106F1: Report of Exempt Distribution.

For more information, see: