Exempt market offerings

General

Is there a cost to create a SEDAR+ user account or use a filing agent?

There is currently no charge to create or maintain a SEDAR+ user account.

If an issuer uses a filing agent to make filings, the filing agent will charge the issuer for their filing services. 

What type of SEDAR+ profile should I create to make a report of exempt distribution filing?

If you are an issuer, you should create an Investment Fund profile if you meet the definition of ‘Investment fund’ under securities legislation or a Company profile if you do not.

If you are an underwriter that is also an issuer you would create a Company profile. If you are an underwriter that is not also an issuer, you would create a Third Party Filer – Organization profile.

If you are an individual, you would create a Third Party Filer – Individual profile.

If I cease to be a reporting issuer, can I use my existing profile to continue to make exempt market offerings and disclosure filings?

Yes. When an issuer ceases to be a reporting issuer it should update the ‘Reporting Issuer?’ field on its SEDAR+ profile to be ‘No’. Among other things, this step will ensure that the necessary status is transferred to its SEDI Issuer Profile Supplement. The issuer can continue to make exempt market offerings and disclosure filings under its existing profile. 

Are foreign issuers required to make their exempt market offerings and disclosure filings on SEDAR+?

Yes, foreign issuers, including issuers that used to meet the definition of ‘foreign issuer (SEDAR)’ under National Instrument 13-101 System for Electronic Document Retrieval and Analysis, are required to make their exempt market offerings and disclosure filings and pay the associated fees through SEDAR+.

When filing in SEDAR+ a Form 45-106F1 Report of Exempt Distribution for a distribution of securities of a foreign issuer that does not have a SEDAR+ profile, the filer should reach out to the foreign issuer to create a SEDAR+ profile, if possible.

If not possible, the filer should contact the CSA Service Desk to request that a SEDAR+ profile for the foreign issuer be created. The CSA Service Desk team members will request the information needed to create the profile.

READ: CSA Notice regarding Coordinated Blanket Order 13-933 Temporary exemption from the requirement to transmit a report of exempt distribution through SEDAR+ in connection with distributions of eligible foreign securities to permitted clients
Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan, Yukon

As an Investment Fund Manager, how do I file a Report of Exempt Distribution for one of the Investment Funds that I manage when I am not acting as an Underwriter?

If an Investment Fund Manager is not acting as an Underwriter, it is important to file the Report of Exempt Distribution from the profile of the Investment Fund itself, and not from the profile of the Investment Fund Manager. If the Report of Exempt Distribution is filed from the profile of the Investment Fund Manager, SEDAR+ will default that Investment Fund Manager profile to be an Underwriter.

Which filing type and document types should I use when making filings required under Blanket Order 45-539 Small Business Financing?

Form 45-539F1 Small Business Offering Document should be filed under the filing type ‘Start-up business – offering document’, which is under the ‘Exempt market offerings and disclosure’ category.

Form 45-539F3 Small Business Undertaking should be filed under the same filing type ‘Start-up business – offering document’ and under the document type ‘Other’.

Offering memorandum, Offering document

What is the access level of an offering memorandum or offering document on SEDAR+?

The offering memorandum or offering document filing types have the following access levels on SEDAR+:

Which filing type should I use when filing Form 45-110F1 Offering Document?

Form 45-110F1 Offering Document should be filed under the filing type ‘Start-up crowdfunding – offering document’, which is under the ‘Exempt market offerings and disclosure’ category.

What documents are filed under the filing type Offering Memorandum (other than 2.9 of NI 45-106)?

This filing type should be used to submit offering memoranda other than offering memoranda filed pursuant to section 2.9 of NI 45-106.  For example, it should be used for delivery of an offering memorandum pursuant to Part 5 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions [Non-Investment Funds].  Generally, offering memoranda submitted under this filing type will remain private on SEDAR+.

Can I select more than one applicable local rule when filing an ‘Offering Memorandum (other than 2.9 of NI 45-106)’ for multiple jurisdictions?

You can only select one applicable local rule when filing an ‘Offering Memorandum (other than 2.9 of NI 45-106)’ for multiple jurisdictions. ‘Offering Memorandum (other than 2.9 of NI 45-106)’ must be filed separately for each applicable jurisdiction until multiple selection functionality is added in future release of SEDAR+.