OSC Issues Recommendations For Proper Filing Of Reports On Exempt Distributions

On June 21, 2012, the Ontario Securities Commission ("OSC") issued a notice to provide guidance to issuers, underwriters and their advisors in filing reports of exempt distribution in Ontario under National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106"). Recommendations include, among others: (1) filing the report in the correct form (distributions in British Columbia must be reported to the British Columbia Securities Commission in Form 45-106F6), (2) properly identifying the correct prospectus exemption (noting that the exemptions provided by Sections 2.5 (Family, friends and business associates), 2.9 (Offering memorandum) and 5.2 (TSX Venture Exchange offering) of NI 45-106 are not available in Ontario), (3) complete disclosure of all commissions and finders' fees ("Compensation" includes commissions, discounts or other fees or payments of a similar nature, but does not include payments for services incidental to the distribution (such as