We had at least one outcome in 95% (fiscal 2016: 94%) of our full CD reviews and 94% (fiscal 2016: 73%) of our IORs. Dealers, Advisers and Investment Fund Managers, OSC News Release: OSC publishes Corporate Finance Branch report for 2017-2018. Prior to joining Cassels, Jackson worked at a boutique law firm in Toronto that specialized in corporate and commercial work for renewable energy and clean tech clients and completed his articles at a large international law firm where he was seconded to the Ontario Securities Commission – Corporate Finance Branch.

We encourage venture issuers and their advisors to review and consider adopting alternatives to streamline the information provided to their investors. We found in several instances that issuers have delivered or made available materials to prospective investors without filing those materials.

In those rare instances where an allocation is not appropriate, explain management's reasons for not allocating the funds and the purpose of the offering. We intend to continue monitoring this area closely. This is consistent with the manner in which these products are regulated in most other provinces.

Ontario Budget information: 1 800 337-7222. Toronto, Ontario

Any marketing materials used in connection with a distribution under the OM Exemption must be incorporated into the prescribed form of offering memorandum and filed with the OSC (either as an attachment to a report of exempt distribution or through the OSC electronic filing portal) within 10 days of the first use of the materials. TORONTO – The Ontario Securities Commission (OSC) today published OSC Staff Notice 51-729 Corporate Finance Branch 2017-2018 Annual Report. Email: [email protected] Mailing address 5160 Yonge Street, 16th Floor Toronto, Ontario M2N 6L9 Contact other regulating bodies Need assistance in an area not covered under FSRA's mandate?

Craig reviews public disclosure by mining issuers for compliance with NI 43-101.

In instances where there are multiple acquisitions in the same primary business of the issuer, we encourage issuers and their advisors to consult with staff on a pre-file basis to consider what financial statements of smaller immaterial acquisitions can be excluded from the prospectus. We continue to see generic factors and assumptions being disclosed. The Branch is composed of four main divisions.

(b) whether any of the physical facilities, employees, marketing systems, sales forces, customers, operating rights, production techniques or trade names are acquired by the issuer instead of remaining with the vendor after the acquisition. By using this site you agree to our use of cookies. The Corporate Finance Branch of the Commission reviews prospectuses for proposed public offerings of securities and, where appropriate, issues receipts for the sale of those securities in Nova Scotia. 5160 Yonge Street, 16th Floor Managing the Department's integrated planning and risk management regime, including production of the annual Report on Plans and Priorities (RPP) and Departmental Performance Report (DPR), and producing and updating the Corporate Risk Profile. Specifically, in making that determination, an issuer should consider the continuity of business operations, including the following factors: (a) whether the nature of the revenue producing activity or potential revenue producing activity will remain generally the same after the acquisition; and. The pub­li­ca­tion pro­vides guid­ance to the in­di­vid­u­als and en­ti­ties the OSC over­sees, and their ad­vi­sors, to help them com­ply with reg­u­la­tory oblig­a­tions. Compliance of social media disclosures with continuous disclosure requirements. Please turn off compatibility mode, upgrade your browser to at least Internet Explorer 9, or try using another browser such as Google Chrome or Mozilla Firefox.

• Applications for prospectus and registration relief in connection with employee share offerings by a foreign issuer -- We have received a number of applications for forward looking (5 years) prospectus and dealer registration relief in connection with global employee share offerings by foreign public companies which typically involve a special purpose investment vehicle (SPIV). Deputy Chief Accountant Alberta Securities Commission (403) 297-4223. chris.courtland@seccom.ab.ca Staff will generally ask issuers to describe the due diligence that was conducted in order to make the representations that residents of Canada do not own more than 2% of each class of outstanding securities and do not comprise more than 2% of the total number of securityholders. The increased activity was concentrated among small Canadian issuers in three main industries: natural resources, consumer goods and services and real estate and mortgage finance. Concurrently with the publication of the CSA's Proposed Foreign Issuer Resale Exemption on June 29, 2017, the OSC republished for comment a revised OSC Rule 72-503 Distributions Outside of Canada (Proposed OSC Rule 72-503) and related materials (the OSC Distributions Out Proposal). We actively and regularly assist filers and their agents by providing guidance on filing matters. • Non-GAAP financial measures -- Many issuers include non-GAAP financial measures in news releases, MD&A, prospectus filings, websites and marketing materials, as these issuers believe this information provides additional insight into their overall performance. As issuers in the medical marijuana industry operate in a complex legal and regulatory framework, these issuers should consider filing on SEDAR their Health Canada licenses, and leases for facilities associated with those licenses, on which their business is substantially dependent. Discuss any steps the issuer has taken to mitigate the risk. NOTE: phone systems in general outside of FSRA are experiencing high volume and at times will not connect to us. NP 11-207 outlines the interface process for Ontario to opt into decisions to issue and revoke failure-to-file cease trade orders made by other CSA regulators.

Accessibility | These words serve as exceptions. We acknowledge that significance test calculations may, in rare circumstances, result in anomalous results. MD&A is a narrative explanation about the reporting issuer's performance during the financial period to supplement and complement the financial statements. Issuers are required to make their annual audited financial statements reasonably available to each purchaser of securities distributed under the OM Exemption and to deliver the financial statements to the OSC. Following our review, we will publish a progress report outlining the findings of our review. It provides strategic advice and recommendations to support senior management decision-making.

Please see, This site uses cookies to provide you with a more responsive and personalised service. A venture issuer must have an audit committee in place that is composed of at least three members, a majority of whom are not executive officers, employees or control persons of the issuer or of an affiliate of the issuer.
Prior to joining Cassels, Jackson worked at a boutique law firm in Toronto that specialized in corporate and commercial work for renewable energy and clean tech clients and completed his articles at a large international law firm where he was seconded to the Ontario Securities Commission – Corporate Finance Branch.

Our program for overseeing. The Financial Management Division is also the point of contact for shared services provided to the Department by Treasury Board Secretariat (TBS) related to building facilities and accommodations. While the use of such documents is voluntary and not subject to specific form requirements, Part 5 of OSC Rule 45-501 provides that statutory rights of action in favour of a purchaser of securities will apply if the material contains a misrepresentation.

Creating these under the category of "equity" is incorrect. In terms of the overall assessment of venture issuers' executive compensation disclosure using Form 51-102F6V, while the disclosure was generally adequate, certain areas required some improvement. In light of the recent announcement by the Canadian Federal government on the proposed legalization of recreational marijuana, we expect to continue to see increased activity in the marijuana industry. • guidance on disclosure of an issuer's North American Industry Classification Standard code that corresponds to the issuer's primary business activity where there is ambiguity on the appropriate code. Given our risk-based criteria to identify issuers, the outcomes on a year to year basis should not be interpreted as trends since the issues and issuers reviewed each year are generally different.

Regulation in this area is broad and takes many forms, including the following: Review of public distributions of securities (prospectuses).

Français. It focuses on novel issues and areas where the OSC has seen material deficiencies. Dealers, Advisers and Investment Fund Managers, 5 - Ongoing Requirements for Issuers and Insiders, Information for Small and Medium Enterprises, CSA Notice of Publication of Multilateral Instrument 11-102, CSA Notice of Amendments to National Instrument 45-106, Ontario Amendment Instrument Amending National Instrument 45-106, CSA Notice and Request for Comment on Proposed Amendments to National Instrument 45-102 Resale of Securities, Proposed Changes to Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities, Proposed Consequential Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and Proposed Consequential Changes to National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, Notice and Request for Comment on Proposed OSC Rule 72-503 Distributions Outside of Canada and Companion Policy 72-503CP to OSC Rule 72-503 Distributions Outside of Canada, OSC Staff Notice 51-728 Corporate Finance Branch 2016-2017 Annual Report. This includes the development and implementation of sound information management practices; stewardship of corporate information; and the provision of published information and library services, business needs analysis, portfolio management, and IT service liaison with TBS as the provider of related shared services. Most reporting issuers included all the required disclosure in the table of "Director and named executive officer compensation, excluding compensation securities". Please see OSC Staff Notice 33-748 Annual Summary Report for Dealers, Advisers and Investment Fund Managers for a detailed discussion on this matter.

M2N 6L9, Telephone: 416-250-7250 Disclosure documents include periodic filings such as interim and annual financial statements, management's discussion and analysis (MD&A) as well as certifications of annual and interim filings, management information circulars and annual information forms (AIF). • File an amended insider profile within 10 days of any change in your name, your relationship to an issuer or if you have ceased to be a reporting insider of an issuer.
For example, an issuer projecting aggressive growth targets without the benefit of historical experience should be able to show (i) a reasonable basis for those targets, including the key drivers behind the projected growth with reference to specific plans and objectives that support the projected growth, and (ii) why management believes that each of the targets/FLI are reasonable. • Ensure that your issuer profile supplement shows all your security designations.