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CHAPTER S-13

SECURITIES ACT

Amended:

1992 c39 s15; 1992 c48 s24; 1996 cR-10.1 s67; 1997 c13 s65;

1999 c18; 2001 c37; 2001 cN-3.1 s2; 2004 c37; 2005 cF-9.1 s17;

2006 c14; 2006 c40 s17; 2006 c42; 2007 cS-13.01 s110;

2007 cT-9.1 s5; 2008 c44; 2010 c19; 2013 c13 s11; 2017 c19 s1;

2021 c 23; 2024 c32; 2023 cM-17.1 s38

CHAPTER S-13

AN ACT TO REVISE THE LAW RESPECTING

SECURITIES

Analysis

Short title

Interpretation

PART I

SUPERINTENDENT OF SECURITIES

Superintendent of Securities

Rep. by 2004 c37 s3

PART II

FINANCIAL DISCLOSURE ADVISORY BOARD

Financial Disclosure Advisory Board

PART III

APPOINTMENT OF EXPERTS

Rep. by 2004 c37 s5

PART IV

DEPUTY SUPERINTENDENT OF SECURITIES

Deputy Superintendent of Securities

Refunds

PART V

ADMINISTRATIVE PROCEEDINGS,

REVIEWS AND APPEALS

Rep. by 2004 c37 s8

Appeal

Rep. by 2004 c37 s10

PART VI

INVESTIGATIONS AND EXAMINATIONS

Investigation order

Financial examination order

Power of investigator or examiner

14.1

Production orders

Detention of things seized

Examination or seizure of documents where privilege claimed

Disposal of seized items

Report of investigation or examination

Non-disclosure

Disclosure by superintendent

Prohibition on use of compelled testimony

PART VII

RECORD-KEEPING AND COMPLIANCE REVIEWS

Record-keeping

Compliance reviews

PART VIII

SELF-REGULATION

23.1

Member of stock exchanges, etc.

Stock exchanges

Self-regulatory organizations

25.01

Investigation by recognized self-regulatory organizations

25.02

Hearing by recognized self-regulatory organizations

25.03

Review of decision of recognized self-regulatory organization

25.04

Filing decision of recognized self-regulatory organization with Supreme Court

25.1

Clearing agencies

25.2

Quotation and trade reporting system

25.3

Council, committee or ancillary body

25.4

Voluntary surrender

25.5

Assignment of powers and duties

25.6

Contravention of securities law

25.7

Rep. by 2004 c37 s27

25.8

Stock exchange auditor

25.9

Auditor of member

25.10

Auditor of registrant

PART X

REGISTRATION

Requirement to be registered

26.1

Responsible person

26.2

Duty of care

Registration by superintendent

27.1

Suspension or termination of registration

Surrender of registration

Sending of documents

Rep. by 2006 c42 s2

Rep. by 2006 c42 s2

Further information

Rep. by 2006 c42 s3

Notice of changes

PART XI

EXEMPTIONS FROM REGISTRATION

REQUIREMENTS

Exemption of advisers

Exemption of trades

PART XII

TRADING IN SECURITIES GENERALLY

Confirmation of trade

Order prohibiting calls to residences

Representations prohibited

Rep. by 2008 c44 s12

Rep. by 2008 c44 s12

Rep. by 2008 c44 s12

42.1

Disclosure by registered dealer

Rep. by 2001 c37 s12

Use of name of another registrant

Registration not to be advertised

Representation or holding out of registration

Advertising approval by superintendent

Margin contracts

Declaration as to short position

Shares not to be voted

Rep. by 2008 c44 s15

PART XIII

PROSPECTING SYNDICATES

Agreements

PART XIV

PROSPECTUS - DISTRIBUTION

"Distribution", extended meaning

Prospectus required

Preliminary prospectus

Receipt for preliminary prospectus

Prospectus

Rep. by 2006 c42 s5

Rep. by 2006 c42 s5

Rep. by 2006 c42 s5

Rep. by 2006 c42 s5

Receipt for prospectus

Rep. by 2006 c42 s6

Short form prospectus

Orders to provide information

PART XV

DISTRIBUTION - GENERALLY

"Waiting period" defined

Rep. by 2006 c42 s7

Rep. by 2006 c42 s7

Defective preliminary prospectus

Material given on distribution

Order to stop trading

Revocation of purchase

PART XVI

EXEMPTIONS FROM PROSPECTUS

REQUIREMENTS

Rep. by 2006 c42 s9

Rep. by 2006 c42 s9

Exemption order

75.1

Considering issuer to be a reporting issuer

75.2

Considering a trade to be a distribution

PART XVII

CONTINUOUS DISCLOSURE

Disclosure

Trading where undisclosed change

Rep. by 2006 c42 s11

Rep. by 2006 c42 s11

Rep. by 2006 c42 s11

Relief against certain requirement

Filing of information circular

Filing of documents filed in another jurisdiction

Order relieving small reporting issuer

84.1

Rep. by 2008 c44 s18

84.2

Rep. by 2008 c44 s18

PART XVIII

PROXIES AND PROXY SOLICITATION

Interpretation

Mandatory solicitation of proxies

Information circular

Voting where proxies

Compliance with laws of other

jurisdiction

PART XIX

TAKE-OVER BIDS AND ISSUER BIDS

Interpretation

Making a bid

Director recommendation

Applications to superintendent

Application to Supreme Court

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

Rep. by 2006 c42 s13

PART XX

INSIDER TRADING AND SELF-DEALING

Reports of insider

Early warning

Rep. by 2006 c42 s14

Rep. by 2006 c42 s14

Interpretation

Loans of mutual funds in the province

Indirect investment

Rep. by 2006 c42 s15

Exception to s.111(d)

Fees on investment

Rep. by 2008 c44 s21

Filing by management companies

"Responsible person" defined

Trades by mutual fund insiders

Filing in other

jurisdiction

121.1

Authorized exceptions to prohibitions

121.2

Oversight etc. of investment funds

PART XXI

ENFORCEMENT

Offences, general

Rep. by 2010 c19 s9

Information containing more than one offence

Execution of warrant issued in another province

Interim preservation of property

Cease trading orders and orders in the public interest

127.01

Extra-provincial orders and agreements

127.1

Administrative penalty

Rep. by 2004 c37 s81

128.1

Applications to court

128.2

Appointment of receiver, etc.

Limitation period

PART XXII

CIVIL LIABILITY

Civil liability - misrepresentation in prospectus

130.1

Civil liability - misrepresentation in offering memorandum

Civil liability -misrepresentation in circular

Defence to liability for misrepresentation

Liability of dealer or offeror

Liability where material fact or change undisclosed

Action by superintendent on behalf of issuer

Rescission of contract

Rep. by 2006 c42 s24

Limitation periods

PART XXII.1

CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE

138.1

Definitions

138.2

Application

138.3

Liability for secondary market disclosure

138.4

Non-core

documents and public oral statements

138.5

Assessment of damages

138.6

Proportionate liability

138.7

Limits on damages

138.8

Leave to proceed

138.9

Notice

138.10

Restriction on discontinuation etc.

138.11

Costs

138.12

Superintendent power

138.13

No derogation from other rights

138.14

Limitation period

PART XXII.2

INTERJURISDICTIONAL CO-OPERATION

138.15

Definitions

138.16

Delegation and acceptance of authority

138.17

Sub-delegation

138.18

Adoption of extra-provincial securities laws

138.19

Exemptions

138.20

Exercise of discretion - inter-jurisdictional reliance

PART XXIII

GENERAL PROVISIONS

Admissibility of certified statements

Filing and inspection of material

Immunity of superintendent and deputy superintendent

Application to the Crown

142.1

Exemption

Rep. by 2001 c37 s30

143.1

Fees and forms

Superintendents direction

144.1

Superintendent may make rules

144.2

Exchange of information

PART XXIV

TRANSITIONAL

Continuation of registration

Rep. by 2004 c37 s94

Short title

This Act may be cited as the Securities Act.

1990 c48 s1

Back to Top

Interpretation

(1)In this Act

(a)

"adviser" means a person or company engaging in or representing to be engaging in the business of advising in securities;

(a.1)

"advising in securities " includes giving, offering or agreeing to give advice to another person or company about investing in or buying or selling securities;

(a.2)

"appellant" means a person who submits an appeal under

section 10;

(b)

"associate", where used to indicate a relationship with a person or company, means

(

i) a company of which that person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company that are outstanding,

(ii)

a partner of that person or company,

(iii)

a trust or estate in which that person or company has a substantial beneficial interest or in relation to which that person or company serves as trustee or in a similar capacity,

(iv)

a relative of that person,

(

v) a person to whom that person is married or with whom that person is living in a conjugal relationship outside marriage, or

(vi)

a relative of a person mentioned in subparagraph (

v) who has the same home as that person;

(c)

"clearing agency" means a person or company that,

(

i) acts as an intermediary in paying funds or delivering securities, or both, in connection with trades and other transactions in securities,

(ii)

provides centralized facilities for the clearing of trades and other transactions in securities, including facilities for comparing data respecting the terms of settlement of a trade or transaction, or

(iii)

provides centralized facilities as a depository of securities,

but does not include,

(iv)

the Canadian Payments Association or its successors,

(

v) a stock exchange or a quotation and trade reporting system,

(vi)

a registered dealer, or

(vii)

a bank, trust company, loan corporation, insurance company, treasury branch, credit union or caisse

populaire

that, in the normal course of its authorized business in Canada, engages in an activity described in subparagraph (i), but does not also engage in an activity described in subparagraph (ii) or (iii );

(d)

[Rep. by 2004 c37 s1]

(e)

"company" means a corporation, incorporated association, incorporated syndicate or other incorporated organization;

(f)

"contract" includes a trust agreement, declaration of trust or other similar instrument;

(g)

"contractual plan" means a contract or other arrangement for the purchase of shares or units of a mutual fund by payments over a specified period or by a specified number of payments where the amount deducted from any one of the payments as sales charges is larger than the amount that would have been deducted from that payment for sales charges if deductions had been made from each payment at a constant rate for the duration of the plan;

(h)

"contractual right of action" means a right of action against an issuer for rescission or damages, which right,

(

i) is available to an investor to whom an offering memorandum prospectus has been delivered by or on behalf of the seller of securities referred to in the offering memorandum prospectus if the offering memorandum prospectus contains a misrepresentation,

(ii)

is exercisable on notice given to the issuer not later than 90 days after the date on which payment was made for the securities or after the initial payment, where payments after the initial payment are made under a contractual commitment assumed before, or concurrently with, the initial payment,

(iii)

reasonably corresponds to the rights provided in

section 130 applicable to a prospectus, and may be subject to defences equivalent to a defence available under subsection (2) of that section, and

(iv)

includes a provision stating that the right is in addition to another right or remedy available at law to the investor;

(h.1)

"control person" means

(

i) a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person or company holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or company shall be considered, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(ii)

a person or company in a combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons or companies holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies shall be considered, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(i)

"dealer" means a person or company engaging in or representing to be as engaging in the business of dealing in securities;

(i.1)

"dealing in securities " includes

(

i) trading a security as principal or agent,

(ii)

acquiring a security as principal or agent or

an act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of that activity, and

(iii)

acting as an underwriter;

(j)

"decision" means a direction, decision, order, ruling or other requirement made under a power or right conferred by this Act or the rules or under a delegation or other transfer of an extra-provincial authority under

section 138.16;

(j.01)

"department" means the department presided over by the minister;

(j.02)

"deputy minister" means the deputy minister of the department;

(j.1)

"deputy superintendent" means the Deputy Superintendent of Securities;

(k)

"director" means a director of a company or an individual performing a similar function or occupying a similar position for a company or for any other person;

(l)

"distribution", where used in relation to trading

in securities, means

(

i) a trade in securities of an issuer that have not been previously issued,

(ii)

a trade by or on behalf of an issuer in previously issued securities of that issuer that have been redeemed or purchased by or donated to that issuer,

(iii)

a trade in previously issued securities of an issuer from the holdings of a person, company or combination of persons or companies holding a sufficient number of securities of that issuer to affect materially the control of that issuer, but holdings of a person, company or combination of persons or companies holding more than 20% of the outstanding voting securities of an issuer shall, in the absence of evidence to the contrary, be considered to affect materially the control of that issuer,

(iv)

a trade by or on behalf of an underwriter in securities which were acquired by that underwriter, acting as underwriter, before April 1, 1991

if those securities continued on that date to be owned by or for that underwriter so acting, and

(

v) a trade that is a distribution under the regulations,

and after March 31, 1991

includes a distribution as referred to in subsections 73(4), (5), (6) and (7), and also includes a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution and "distribute", distributed" and "distributing" have a corresponding meaning;

(m)

"distribution company" means a person or company distributing securities under a distribution contract;

(n)

"distribution contract" means a contract between a mutual fund or its trustees or other legal representative and a person or company under which that person or company is granted the right to purchase the shares or units of the mutual fund for distribution or to distribute the shares or units of the mutual fund on behalf of the mutual fund;

(o)

"distribution to the public", where used in relation to trading

in securities, means a distribution that is made for the purpose of distributing to the public securities issued by an issuer, whether the trades are made directly or indirectly to the public through an underwriter or otherwise;

(p)

"financial intermediary" means

(

i) a bank to which the Bank Act

(Canada) applies,

(ii)

a loan company or trust company which meets the requirements of

section 3 of the Trust and Loan Corporations Act,

(iii)

an insurance company licensed under the Insurance Companies Act ,

(iv)

a credit union registered under the Co-operative Societies Act , and

(

v) a co-operative society to which the Co-operative Societies Act

applies;

(q)

"form of proxy" means a written or printed form that, upon completion and execution by or on behalf of a security holder, becomes a proxy;

(q.1)

"forward looking information" means disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action, and includes future-oriented financial information with respect to prospective results of operations, financial position or cash flows that is represented either as a forecast or a projection;

(r)

"individual" means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, or a natural person in the natural persons capacity as trustee, executor, administrator or other legal personal representative;

(s)

"insider" means

(

i) a director or officer of an issuer,

(ii)

a director or officer of person or company that is itself an insider or subsidiary of an issuer,

(iii)

a person or company that has

(

A) beneficial ownership of, or control or direction over, directly or indirectly, or

(

B) a combination of beneficial ownership of and control or direction over, directly or indirectly,

securities of an issuer carrying more than 10% of the voting rights attached to all the issuers outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, securities held by the person or company as underwriter in the course of

a distribution,

(iv)

an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security,

(

v) a person designated by order as an insider by the superintendent, or

(vi)

a person that is in a class of persons prescribed under

section 144.1;

(s.1)

"investor relations activities" means any activity or oral or written communication by or on behalf of an issuer or security holder of the issuer that promotes or reasonably could be expected to promote the purchase or sale of securities of the issuer, but does not include

(

i) the dissemination of information provided, or records prepared, in the ordinary course of the business of the issuer to promote the sale of products or services of the issuer or to raise public awareness of the issuer that cannot reasonably be considered to promote the purchase or sale of securities of the issuer,

(ii)

activities or communications necessary to comply with the requirements of the securities law of the province or the by-laws or other regulatory instruments or practices or policies of a stock exchange or self-regulatory organization or quotation and trade reporting system,

(iii)

communications by a publisher of, or writer for a newspaper, news magazine or business or financial publication that is of general

and regulator paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(

A) the communication is only through the newspaper, magazine or publication, and

(

B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer, or

(iv)

activities or communications that the superintendent may prescribe for the purpose of this definition;

(t)

"issuer" means a person or company that has outstanding, issues or proposes to issue, a security;

(t.1)

"investment fund" means a mutual fund or a non-redeemable investment fund;

(t.2)

"investment fund manager" means a person or company who has the power to direct and exercises the responsibility of directing the affairs of an investment fund;

(u)

"management company" means a person or company that provides investment advice, under a management contract;

(v)

"management contract" means a contract under which a mutual fund is provided with investment advice, alone or together with administrative or management services, for valuable consideration;

(v.1)

"market participant" means a registrant, a person or company exempted from the requirement to be registered under this Act by a ruling of the superintendent, a reporting issuer, a director, officer or promoter of a reporting issuer, a manager or custodian of assets, shares or units of a mutual fund, a recognized clearing agency, a recognized quotation and trade reporting system, a recognized stock exchange, a recognized self-regulatory organization, a transfer agent or registrar for securities of a reporting issuer, the Canadian Investor Protection Fund, the general partner of a market participant or another person or company or member of a class of persons or companies designated by the regulations;

(w)

"material change" means

(

i) if used in relation to an issuer other than an investment fund,

(

A) a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of a security of the issuer, or

(

B) a decision to implement a change referred to in clause (

A) made by the directors of the issuer, or by senior management of the issuer who believe that confirmation of the decision by the directors is probable, and

(ii)

if used in relation to an issuer that is a

investment fund,

(

A) a change in the business, operations or affairs of the issuer that would be considered important by a reasonable investor in determining whether to purchase or continue to hold a security of the issuer, or

(

B) a decision to implement a change referred to in clause (

A) made

(

I) by the directors of the issuer or by the directors of the investment fund manager of the issuer,

(II)

by senior management of the issuer who believe that confirmation of the decision by the directors is probable, or

(III)

by senior management of the investment fund manager of the issuer who believe that confirmation of the decision by the directors of the investment fund manager of the issuer is probable;

(x)

"material fact", where used in relation to securities issued or proposed to be issued, means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of those securities;

(y)

"minister" means the minister appointed under the Executive Council Act

to administer this Act;

(z)

"misrepresentation" means

(

i) an untrue statement of material fact, or

(ii)

an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

(aa)

"mutual fund" includes an issuer of securities that entitle the holder to receive on demand, or within a specified period after demand, an amount calculated by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the securities;

(bb)

"mutual fund in the province" means a mutual fund that is a reporting issuer or that is organized under the laws of the province but does not include a private mutual fund;

(cc)

"offering memorandum prospectus" means a document purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by prospective investors so as to assist those investors to make an investment decision in respect of securities being sold in a distribution to which

section 54 or

section 63 would apply but for the availability of one or more of the exemptions contained in paragraph 73(1)(c), (

d) or (

p) or paragraph 54(3)(f), but does not include

(

i) a document setting out current information about an issuer for the benefit of prospective investors familiar with the issuer through prior investment or business contacts, or

(ii)

for the purpose of subsection 73(22), an annual report, interim report, information circular, takeover bid circular, issuer bid circular, prospectus or other document the content of which is prescribed by statute or regulation;

(dd)

"officer" with respect to an issuer or registrant, means

(

i) a chair or vice-chair of the board of directors, a chief executive officer, chief operating officer, chief financial officer, president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer and general manager,

(ii)

an individual who is designated as an officer under a bylaw or similar authority of the issuer or registrant, and

(iii)

an individual who performs functions for a person

company similar to those normally performed by an individual referred to in subparagraph (

i) or (ii);

(ee)

"person" means an individual, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

(ff)

"portfolio manager" means an adviser registered for the purpose of managing the investment portfolio of clients through discretionary authority granted by the clients;

(gg)

"portfolio securities", where used in relation to a mutual fund, means securities held or proposed to be purchased by the mutual fund;

(hh)

"private company" means a company in whose constating document

(

i) the right to transfer its shares is restricted,

(ii)

the number of its shareholders, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after termination of that employment to be, shareholders of the company, is limited to not more than 50, 2 or more persons who are the joint registered owners of one or more shares being counted as one shareholder, and

(iii)

an invitation to the public to subscribe for its securities is prohibited;

(ii)

"private mutual fund" means a mutual fund that is

(

i) operated as an investment club, where

(

A) its shares or units are held by not more than 50 persons and its indebtedness has never been offered to the public,

(

B) it does not pay or give remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and

(

C) all of

its members are required to make contributions in proportion to the shares or units each holds for the purpose of financing its operations, or

(ii)

administered by a trust company which meets the requirements of

section 3 of the Trust and Loan Corporations Act,

and consists of

(

A) a pooled fund maintained solely to serve registered retirement savings plans, registered home ownership savings plans, or other savings plans registered under the Income Tax Act

(Canada), or

(

B) a pooled fund maintained by a trust company in which money belonging to various estates and trusts in its care are commingled, with the authority of the settlor, testator or trustee, for the purpose of facilitating investment where no general solicitations are made with a view to the sale of participations in the pooled fund;

(jj)

"promoter" means

(

i) a person or company that, acting alone or in conjunction with one or more other persons, companies or a combination of them, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or

(ii)

a person or company that, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property or both services and property, 10% or more of the issued securities of a class of securities of the issuer or 10% or more of the proceeds from the sale of a class of securities of a particular issue, but a person or company who receives the securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be considered a promoter within the meaning of this definition where that person or company does not otherwise take

part in founding, organizing, or substantially reorganizing the business;

(kk)

"proxy" means a completed and executed form of proxy by means of which a security holder has appointed a person or company as the security holder's nominee to attend and act for and on behalf of the security holder at a meeting of security holders;

(kk.1)

"quotation and trade reporting system" means a person or company that operates facilities that permit the dissemination of price quotations for the purchase and sale of securities and reports of completed transactions in securities for the exclusive use of registered dealers, but does not include a stock exchange or a registered dealer;

(ll)

"recognized clearing agency" means a clearing agency recognized by the superintendent under

section 25.1;

(ll.1)

"recognized quotation and trade reporting system" means a quotation and trade reporting system recognized by the superintendent under

section 25.2;

(ll.2)

"recognized self-regulatory organization" means a self-regulatory organization recognized by the superintendent under

section 25;

(ll.3)

"recognized stock exchange" means a person or company recognized by the superintendent under

section 24;

(mm)

"register" means register under this Act and "registered" has a corresponding meaning;

(nn)

"registrant" means a person or company registered or required to be registered under this Act;

(oo)

"reporting issuer" means an issuer

(

i) that has

(

A) traded securities in the province under a prospectus filed and for which a receipt has been received, or

(

B) filed a securities exchange take-over bid circular

under this Act or a predecessor of this Act,

(ii)

to which the Corporations Act

applies and which, for the purposes of that Act, is offering its securities to the public,

(iii)

that has exchanged its securities with another issuer or with the holders of the securities of that other issuer in connection with an amalgamation, merger, reorganization, arrangement or similar transaction if one of the parties to the amalgamation, merger, reorganization, arrangement or similar transaction was a reporting issuer at the time of the amalgamation, merger, reorganization, arrangement or similar transaction, or

(iv)

that the superintendent has ordered to be considered as a reporting issuer under

section 84.1;

(oo.1)

"rules" means the rules made under

section 144.1;

(pp)

[Rep. by 2008 c44 s1]

(pp.1)

"securities law of the province" means this Act, the regulations and rules made under

section 144.1, any extra-provincial securities laws adopted or incorporated by reference under

section 138.18, and, with respect to a person or company, a decision of the superintendent to which that person or company is subject;

(qq)

"security" includes

(

i) a document, instrument or writing commonly known as a security,

(ii)

a document constituting evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of a person or company,

(iii)

a document constituting evidence of an interest in an association of legatees or heirs,

(iv)

a document constituting evidence of an option, subscription or other interest in or to a security,

(

v) a bond, debenture, note or other evidence of indebtedness, share, stock, unit, unit certificate, participation certificate, certificate of share or interest, preorganization certificate or subscription other than a contract of insurance issued by an insurance company licensed under the Insurance Companies Act

and an evidence of deposit issued by a bank to which the Bank Act

(Canada) applies or by a loan company or trust company which meets the requirements of

section 3 of the Trust and Loan Corporations Act,

(vi)

an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets, except a contract issued by an insurance company licensed under the Insurance Companies Act

which provides for payment at maturity of an amount not less than 3/4 of the premiums paid by the purchaser for a benefit payable at maturity,

(vii)

an agreement providing that money received will be repaid or treated as a subscription to shares, stock, units or interests at the option of the recipient or of a person or company,

(viii)

a certificate of share or interest in a trust, estate or association,

(ix)

a profit-sharing agreement or certificate,

(

x) a certificate of interest in an oil, natural gas or mining lease, claim or royalty voting trust certificate,

(xi)

an oil or natural gas royalty or lease or fractional or other interest in an oil or natural gas royalty or lease,

(xii)

a collateral trust certificate,

(xiii)

an income or annuity contract not issued by an insurance company or an issuer within the meaning of the Investment Contracts Act ,

(xiv)

an investment contract,

(xv)

a document constituting evidence of an interest in a scholarship or educational plan or trust, and

(xvi)

a commodity futures contract or a commodity futures option that is not traded on a commodity futures exchange registered with or recognized by the superintendent or the form of which is not accepted by the superintendent under this Act,

whether or not one of the above relates to an issuer or proposed issuer;

(qq.1)

"self-regulatory organization" means a person or company that is organized for the purpose of regulating the operations and standards of practice and business conduct of its members;

(rr)

"senior officer" means

(

i) the chairperson or a vice-chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer or the general manager of a company or another individual who performs functions for an issuer similar to

those normally performed by an individual occupying that office, and

(ii)

each of the 5 highest paid employees of an issuer, including an individual referred to in subparagraph (i);

(rr.1)

"superintendent" means the Superintendent of Securities;

(ss)

"trade" or "trading" includes

(

i) a sale or disposition of a security for valuable consideration, whether the terms of payment be on margin, instalment or otherwise, but does not include a purchase of a security or, except as provided in subparagraph (iv), a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a genuine debt,

(ii)

participation as a trader in a transaction in a security through the facilities of a stock exchange or quotation and trade reporting system,

(iii)

receipt by a registrant of an order to buy or sell a security,

(iv)

a transfer, pledge or encumbrancing

of securities of an issuer from the holdings of a person or company or combination of persons or companies described in subparagraph (l)(iii) for the purpose of giving collateral for a genuine debt, and

(

v) an act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of the above;

(tt)

"underwriter" means a person or company who, as principal, agrees to purchase securities with a view to distribution or who, as agent, offers for sale or sells securities in connection with a distribution and includes a person or company who has a direct or indirect participation in that distribution, but does not include

(

i) a person or company whose interest in the transaction is limited to receiving the usual and customary distributor's or seller's commission payable by an underwriter or issuer,

(ii)

a mutual fund that, under the laws of the jurisdiction to which it is subject, accepts its shares or units for surrender and resells them,

(iii)

a company that, under the laws of the jurisdiction to which it is subject, purchases its shares and resells them, or

(iv)

a bank listed in

Schedule I, II or III

of the Bank Act

(Canada) with respect to securities described in paragraph 36(2)(

a) and to the banking transactions designated by a rule under

section 144.1; and

(uu)

"voting security" means a security other than a debt security of an issuer carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

(1.1) For the purposes of this Act, the regulations and the rules, any of "derivatives", "future-oriented financial information", "going private transaction", "insider bid", "non-redeemable investment fund", "penny stocks", "related party transactions", and "reverse take-overs " may be defined in the regulations or the rules and if so defined shall have the defined meaning.

(2) A company is considered to be

an affiliate of another company where one of them is the subsidiary of the other or where both are subsidiaries of the same company or where each of them is controlled by the same person or company.

(3) A company is considered to be controlled by another person or company or by 2 or more companies where

(

a) voting securities of the first-mentioned company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or company or by or for the benefit of the other companies; and

(

b) the votes carried by the securities are entitled, where exercised, to elect a majority of

the board of directors of the first-mentioned company.

(4) A company is considered to be a subsidiary of another company where

(

a) it is controlled by

(

i) that other,

(ii)

that other and one or more companies each of which is controlled by that other, or

(iii)

2 or more companies each of which is controlled by that other; or

(

b) it is a subsidiary of a company that is that other's subsidiary.

(5) A person is considered to own beneficially securities beneficially owned by a company controlled by the person or by an affiliate of that company.

(6) A company is considered to own beneficially securities beneficially owned by its affiliates.

(7) Every management company and every distribution company of a mutual fund that is a reporting issuer and every insider of that management company or distribution company is considered to be

an insider of the mutual fund.

(7.1) If an issuer becomes an insider of a reporting issuer, every director or officer of the issuer is considered to have been an insider of the reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the issuer.

(7.2) If a reporting issuer becomes an insider of any other reporting issuer, every director or officer of the second-mentioned reporting issuer is considered to have been an insider of the first-mentioned reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the second-mentioned reporting issuer.

(8) [Rep. by 2006 c42 s1]

(9) [Rep. by 2006 c42 s1]

1990 c48 s2; 2001 c37 s1 ; 2001 cN-3.1 s2 ; 2004 c37 s1 ; 2006 c42 s1 ; 2007 cS-13.01 s111 ; 2007 cT-9.1 s5 ; 2008 c44 s1 ; 2024 c32 s38

PART I

SUPERINTENDENT OF SECURITIES

2004 c37 s2

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Superintendent of Securities

The Lieutenant-Governor in Council shall appoint a Superintendent of Securities to administer and enforce this Act and the regulations.

2004 c37 s2

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Rep. by 2004 c37 s3

[Rep. by 2004 c37 s3]

2004 c37 s3

PART II

FINANCIAL DISCLOSURE ADVISORY BOARD

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Financial Disclosure Advisory Board

(1)The Lieutenant-Governor in Council may appoint a Financial Disclosure Advisory Board and may designate one of the members to be chairperson.

(2) The Financial Disclosure Advisory Board shall meet when requested to do so by the superintendent.

(3) The Financial Disclosure Advisory Board shall, when requested to by the superintendent, consult with and advise the superintendent concerning the financial disclosure requirements of the securities law of the province.

(4) The members of the Financial Disclosure Advisory Board shall serve without remuneration, but the Lieutenant-Governor in Council may fix a daily allowance to be payable to each member, and a member is entitled to reasonable and necessary expenses, as certified by the chairperson, for attending at meetings and transacting the business of the board.

1990 c48 s5; 2001 c37 s4 ; 2004 c37 s4 ; 2024 c32 s39

PART III

APPOINTMENT OF EXPERTS

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Rep. by 2004 c37 s5

[Rep. by 2004 c37 s5]

2004 c37 s5

PART IV

DEPUTY SUPERINTENDENT OF SECURITIES

2004 c37 s6

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Deputy Superintendent of Securities

The Lieutenant-Governor in Council may appoint a Deputy Superintendent of Securities

(

a) to act in place of the superintendent in the superintendents absence or incapacity; and

(

b) to exercise the powers and perform the duties vested in or imposed upon the superintendent by this Act or the regulations that are assigned by the superintendent.

2004 c37 s6 ; 2024 c32 s40

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Refunds

Where

(

a) an application for registration or renewal of registration is abandoned; or

(

b) a preliminary prospectus or prospectus is withdrawn,

the superintendent may, upon the application of the person or company who made the application or filed the preliminary prospectus or prospectus, recommend to the Minister of Finance that a refund of the fee paid on the making of the application or the filing of the preliminary prospectus or prospectus or a part of the fee that the superintendent considers reasonable be made, and the Minister of Finance may make the refund from the Consolidated Revenue Fund.

1990 c48 s8; 2004 c37 s7

PART V

ADMINISTRATIVE PROCEEDINGS,

REVIEWS AND

APPEALS

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Rep. by 2004 c37 s8

[Rep. by 2004 c37 s8]

2004 c37 s8

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Appeal

(1) A person or company directly affected by a decision of the superintendent, other than a decision under

section 75, may appeal a decision of the superintendent, other than a decision under

section 75, to the deputy minister within 30 days of the decision.

(2) An appeal referred to in subsection (1) shall

(

a) be submitted to the deputy minister, in writing, in the form and manner set by the deputy minister;

(

b) state the reasons for the appeal; and

(

c) include

(

i) a copy of the decision being appealed,

(ii)

all information that the appellant considers necessary for the appeal, and

(iii)

any information requested by the deputy minister.

(3) The deputy minister shall begin a review of the decision within 30 days after the appeal has been received under subsection (2).

(4) The deputy minister may confirm, revoke or vary the decision that is the subject of the appeal.

(5) A decision of the deputy minister shall

(

a) be in writing;

(

b) state the reasons for the decision; and

(

c) be provided to the appellant and the superintendent no later than 30 days after the deputy minister completes the review of the decision.

2005 cF-9.1 s17 ; 2024 c32 s41

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Rep. by 2004 c37 s10

[Rep. by 2004 c37 s10]

2004 c37 s10

PART VI

INVESTIGATIONS AND

EXAMINATIONS

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Investigation order

(1)The superintendent may, by order, appoint a person to make any investigation that the superintendent considers necessary

(

a) for the administration of the securities law of the province;

(

b) to assist in the administration of the securities laws of another jurisdiction;

(

c) with respect to matters relating to trading in securities in the province; or

(

d) with respect to matters in the province relating to trading in securities in another jurisdiction.

(2) An order under this

section shall describe the matter to be investigated.

(3) For the purposes of an investigation under this section, a person appointed to make the investigation may investigate and inquire into,

(

a) the affairs of the person or company in respect of which the investigation is being made, including trades, communications, negotiations, transactions, investigations, loans, borrowings or payments to, by, on behalf of, or in relation to or connected with the person or company and property, assets or things owned, acquired or alienated in whole or in part by the person or company or by another person or company acting on behalf of or as agent for the person or company; and

(

b) the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with the person or company, and a relationship that may at any time exist or have existed between the person or company and another person or company by reason of investments, commissions promised, secured or paid, interests held or acquired, the loaning or borrowing of money, stock or other property, the transfer, negotiation or holding of stock, interlocking directorates, common control, undue influence or control or other relationship.

(4) For the purposes of an investigation under this section, a person appointed to make the investigation may examine documents or other things, whether they are in the possession or control of the person or company in respect of which the investigation is ordered or of another person or company.

(5) Notwithstanding subsection (1), the minister may, by order, appoint one or more persons to make an investigation as the minister considers expedient,

(

a) for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

(

b) to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction.

(6) A person appointed under subsection (5) has, for the purpose of the investigation, the same authority, powers, rights and privileges as a person appointed under subsection (1).

2001 c37 s7 ; 2004 c37 s11 ; 2008 c44 s2

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Financial examination order

(1)The superintendent may, by order, appoint one or more persons to make an examination of the financial affairs of a market participant as the superintendent considers expedient,

(

a) for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

(

b) to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction.

(2) An order under subsection (1) shall describe the matter to be examined.

(3) For the purposes of an examination under this section, a person appointed to conduct the examination may examine documents or other things, whether they are in the possession or control of the market participant or another person or company.

2001 c37 s7 ; 2004 c37 s12 ; 2024 c32 s42

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Power of investigator or examiner

(1)A person making an investigation or examination under

section 12 or 13 has the same power to summon and enforce the attendance of a person and to compel the person to testify on oath or otherwise, and to summon and compel a person or company to produce documents and other things, as is vested in a judge of the Supreme Court, and the refusal of a person to attend or to answer questions or of a person or company to produce documents or other things as are in the persons or companys custody or possession makes the person or company liable to be committed for contempt by a judge of the Supreme Court as if in breach of an order of that court.

(2) A person or company giving evidence under subsection (1) may be represented by counsel and may claim a privilege to which the person or company is entitled.

(3) A person making an investigation or examination under

section 12 or 13 may, on production of the order appointing the person, enter the business premises of a person or company named in the order during business hours and inspect documents or other things that are used in the business of that person or company and that relate to the matters specified in the order, except those maintained by a lawyer in respect of the lawyers clients affairs.

(4) A person making an investigation or an examination under

section 12 or 13 may apply to a judge of the Provincial Court or a judge of the Supreme Court in the absence of the public and without notice for an order authorizing the person or persons named in the order to enter and search a building, receptacle or place specified and to seize a thing described in the authorization that is found in the building, receptacle or place and to bring it before the judge granting the authorization, or another judge, to be dealt with by the judge according to law.

(5) No authorization shall be granted under subsection (4) unless the judge to whom the application is made is satisfied on information under oath that there are reasonable grounds to believe that there may be in the building, receptacle or place to be searched some thing that may reasonably relate to the order made under

section 12 or 13.

(6) A person named in an order under subsection (4) may, on production of the order, enter a building, receptacle or place specified in the order between 6 a.m.

and 9 p.m. , search for and seize a thing specified in the order, and use as much force as is reasonably necessary for that purpose.

(7) Every order under subsection (4) shall name the date that it expires, and the date shall be not later than 15 days after the order is granted.

(8) For the purpose of subsections (4), (5) and (6), "building, "receptacle or place" includes a private residence.

2001 c37 s7 ; 2010 c19 s1 ; 2013 c13 s11 ; 2021 c23 s1 ; 2024 c32 s43

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Production orders

14.1

(1)A judge of the Provincial Court or a judge of the Supreme Court may order a person, other than a person who is the subject of an investigation,

(

a) to produce a document or a copy of a document, certified by affidavit to be a true copy, or to produce data; or

(

b) to prepare a document based on a document or data already in existence and to produce it.

(2) An order referred to in subsection (1) shall require the document or data to be produced within the time, at the place and in the form specified and to be given to an investigator, examiner or other person designated by the superintendent.

(3) A judge may make an order referred to in subsection (1) where the judge is satisfied on the basis of

an application made in writing and on oath or affirmation and without notice that there are reasonable grounds to believe that

(

a) a person has contravened or is contravening this Act, the regulations or the rules or is suspected to have contravened this Act, the regulations or the rules;

(

b) the document or data will provide evidence respecting a contravention or suspected contravention of this Act, the regulations or the rules; and

(

c) the person who is subject to the order has possession or control of the document or data.

(4) (5) The order referred to in subsection (1) may be revoked, renewed or varied.

(6) A copy of a document produced under this section, on proof by affidavit that it is a true copy, is admissible in evidence in proceedings under this Act and has the same probative force as the original document would have if it had been proved in the ordinary way.

(7) Notwithstanding

section 17, copies of documents produced under this

section are not required to be returned to the person who provided them.

2010 c19 s2 ; 2021 c23 s2 ; 2024 c32 s44

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Detention of things seized

(1)Where a thing is seized and brought before a judge, the judge shall, by order,

(

a) detain it or direct it to be detained in the care of a person named in the order; or

(

b) direct it to be returned,

and the judge may in the order authorize the examination, testing, inspection or reproduction of the thing seized upon the conditions that are reasonably necessary and directed in the order, and

may make another provision as in the opinion of the judge is necessary for its preservation.

(2) Nothing shall be detained under an order made under subsection (1) for a period of more than 3 months after the time of seizure unless, before the expiration of that period,

(

a) upon motion, a judge is satisfied that having regard to the nature of the investigation, its further detention for a specified period is warranted and the judge so orders; or

(

b) a proceeding is instituted in which the thing detained may be required.

(3) Upon the motion of the person having an interest in a thing detained under subsection (1), a judge may make an order for the examination, testing, inspection or reproduction of a thing detained upon the conditions that are reasonably necessary and directed in the order.

(4) Upon the motion of a person having an interest in a thing detained under subsection (1), and upon notice to the person or company in respect of which the investigation is being made, the person from whom the thing was seized, the person to whom the order under subsection 14(4) was issued and a person who has an apparent interest in the thing detained, a judge may make an order for the release of a thing detained to the person from whom the thing was seized where it appears that the thing detained is no longer necessary for the purpose of the investigation.

2001 c37 s7 ; 2010 c19 s3 ; 2024 c32 s45

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Examination or seizure of documents where privilege claimed

(1)Where, under an order under subsection 14(4), a person is about to examine or seize a document that is in the possession of a lawyer and a solicitor-client privilege is claimed on behalf of a named client in respect of the document, the person shall, without examining or making copies of the document,

(

a) seize the document and place it, together with other documents seized in respect of which the same claim is made on behalf of the same client, in a package and seal and identify the package; and

(

b) place the package in the custody of the clerk of the court or, with the consent of the person and the client, in the custody of another person.

(2) No person shall examine or seize a document that is in the possession of a lawyer without giving the lawyer a reasonable opportunity to claim the privilege under subsection (1).

(3) A judge may, upon the motion made without notice of the lawyer, by order authorize the lawyer to examine or make a copy of the document in the presence of its custodian or the judge, and the order shall contain the provisions that are necessary to ensure that the document is repackaged and resealed without alteration or damage.

(4) Where a document has been seized and placed in custody under subsection (1), the client by or on whose behalf the claim of solicitor-client privilege is made may make an application to a judge for an order sustaining the privilege and for the return of the document.

(5) An application under subsection (4) shall be set down to be heard not later than 30 days after the date on which the document was placed in custody.

(6) The person who seized the document and the superintendent are parties to an application under subsection (4) and entitled to at least 3 days' notice.

(7) An application under subsection (4) shall be heard in private and, for the purposes of the hearing, the judge may examine the document and, where the judge does so, shall cause it to be resealed.

(8) The judge may by order,

(

a) declare that the solicitor-client privilege exists or does not exist in respect of the document; and

(

b) direct that the document be delivered up to the appropriate person.

(9) Where it appears to a judge on the application of the superintendent or person who seized the document that no application has been made under subsection (4) within the time limit prescribed by subsection (5), the judge shall order that the document be delivered to the applicant.

2001 c37 s7 ; 2004 c37 s13 ; 2010 c19 s4 ; 2024 c32 s46

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Disposal of seized items

(1)A thing seized or produced under this Part shall be made available for inspection and copying by the person or company from which it was obtained, where practicable.

(2) A thing seized or produced under this Part shall be returned to the person or company from which it was obtained when,

(

a) retention is no longer necessary for the purposes of an investigation, examination, proceeding or prosecution; or

(

b) the superintendent orders the return.

2001 c37 s7 ; 2004 c37 s14

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Report of investigation or examination

(1) A person appointed under subsection 12(1) or 13(1) shall, at the request of the superintendent, provide a report to the superintendent of testimony given and documents or other things obtained under

section 14 or 14.1.

(2) A person appointed under subsection 12(5) shall, at the request of the superintendent, provide a report to the superintendent of testimony given and documents or other things obtained under

section 14 or 14.1.

2004 c37 s15 ; 2010 c19 s5

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Non-disclosure

(1)Except in accordance with

section 20, no person or company shall disclose, except to the person's or company's counsel,

(

a) the nature or content of an order under

section 12 or 13; or

(

b) the name of a person examined or sought to be examined under

section 14, testimony given under

section 14, information obtained under

section 14 or

section 14.1, the nature or content of questions asked under

section 14, the nature or content of demands for the production of a document or other thing under

section 14 or

section 14.1, or the fact that a document or other thing was produced under

section 14 or

section 14.1.

(2) A report provided under

section 18 and testimony given or documents or other things obtained under

section 14 or 14.1shall be for the exclusive use of the superintendent and shall not be disclosed or produced to another person or company or in a proceeding except in accordance with

section 20.

2001 c37 s7 ; 2004 c37 s16 ; 2010 c19 s6 ; 2024 c32 s47

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Disclosure by superintendent

(1)Where the superintendent considers that it would be in the public interest, the superintendent may make an order authorizing the disclosure to a person or company of,

(

a) the nature or content of an order under

section 12 or 13;

(

b) the name of a person examined or sought to be examined under

section 14, testimony given under

section 14, information obtained under

section 14 or

section 14.1, the nature or content of questions asked under

section 14, the nature or content of demands for the production of a document or other thing under

section 14 or

section 14.1, or the fact that a document or other thing was produced under

section 14 or

section 14.1; or

(

c) all or part of a report provided under

section 18.

(2) No order shall be made under subsection (1) unless the superintendent has, where practicable, given reasonable notice and an opportunity to be heard to,

(

a) persons and companies named by the superintendent; and

(

b) in the case of disclosure of testimony given or information obtained under

section 14, the person or company that gave the testimony or from which the information was obtained.

(3) Without the written consent of the person from whom the testimony was obtained, no order shall be made under subsection (1) authorizing the disclosure of testimony given under subsection 14(1) to,

(

a) a municipal, provincial, federal or other police force or to a member of a police force; or

(

b) a person responsible for the enforcement of the criminal law of Canada

or of another country or jurisdiction.

(4) (5) A court having jurisdiction over a prosecution under the Provincial Offences Act

initiated by the superintendent may compel production to the court of testimony given or a document or other thing obtained under

section 14 or 14.1, and after inspecting the testimony, document or thing and providing interested parties with an opportunity to be heard, the court may order the release of the testimony, document or thing to the defendant where the court determines that it is relevant to the prosecution, is not protected by privilege and is necessary to enable the defendant to make full answer and defence, but the making of an order under this subsection does not determine whether the testimony, document or thing is admissible in the prosecution.

(6) A person appointed to make an investigation or examination under this Act may, for the purpose of conducting an examination or in connection with a proceeding commenced or proposed to be commenced by the superintendent under this Act, disclose or produce a thing mentioned in subsection (1).

(7) Without the written consent of the person from whom the testimony was obtained, no disclosure shall be made under subsection (6) of testimony given under subsection 14(1) to,

(

a) a municipal, provincial, federal or other police force or to a member of a police force; or

(

b) a person responsible for the enforcement of the criminal law of Canada

or of another country or jurisdiction.

2001 c37 s7 ; 2004 c37 s17 ; 2010 c19 s7 ; 2024 c32 s48

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Prohibition on use of compelled testimony

Testimony given under

section 14 shall not be admitted in evidence against the person from whom the testimony was obtained in a prosecution for an offence under

section 122 or in a prosecution governed by the Provincial Offences Act .

2001 c37 s7

PART VII

RECORD-KEEPING AND

COMPLIANCE REVIEWS

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Record-keeping

(1)Every market participant shall keep the books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs and the transactions that it executes on behalf of others and shall keep other books, records and documents as may otherwise be required under the securities law of the province.

(2) Without limiting the generality of subsection (1), every recognized stock exchange shall keep a record of the time at which each transaction on the recognized stock exchange took place and shall supply to a client of a member of the recognized stock exchange, on production of a written confirmation of a transaction with the member, particulars of the time at which the transaction took place and verification or otherwise of the matters set forth in the written confirmation.

(3) Every market participant shall deliver to the superintendent at a time or times as the superintendent may require,

(

a) the books, records and documents that are required to be kept by the market participant under the securities law of the province; and

(

b) except where prohibited by law, a filing, report or other communication made to a regulatory agency whether within or outside of the province.

2001 c37 s7 ; 2004 c37 s18

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Compliance reviews

(1)The superintendent may designate in writing one or more persons to review the books, records and documents that are required to be kept by a market participant under

section 22 for the purpose of determining whether the securities law of the province is being complied with.

(2) A person conducting a compliance review under this

section may, on production of the persons designation,

(

a) enter the business premises of a market participant during business hours; and

(

b) inquire into and examine the books, records and documents of the market participant that are required to be kept under

section 22, and make copies of the books, records and documents.

(3) A market participant in respect of which a compliance review is conducted under this

section shall pay the superintendent the fees as may be prescribed by the regulations.

2001 c37 s7 ; 2004 c37 s19 ; 2024 c32 s49

PART VIII

SELF-REGULATION

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Member of stock exchanges, etc.

23.1

A reference in this Part

(

a) to a member of a stock exchange includes

(

i) any holder of a security in an organization that carries on business as a stock exchange, and

(ii)

any person or company that agrees to comply with the by-laws, rules, regulations, policies, procedures,

interpretations and practices of the stock exchange and is granted trading access on or through the facilities of the stock exchange;

(

b) to a member of a self-regulatory organization includes any person or company carrying on business as an investment dealer that agrees to be regulated by that self-regulatory organization;

(

c) to a representative of a member of a stock exchange includes

(

i) any person or company approved by the stock exchange as a partner, officer, director, trader or assistant trader of the member, and

(ii)

any employee of a member not otherwise referred to in subparagraph (i); and

(

d) to a representative of a member of a self-regulatory organization includes

(

i) any person or company approved by the self-regulatory organization as a partner, officer, director, branch manager, assistant branch manager or co-branch manager of the member, and

(ii)

any employee of the member not otherwise referred to in subparagraph (i).

2008 c44 s3

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Stock exchanges

(1)No person or company shall carry on business as a stock exchange in the province unless recognized by the superintendent under this section.

(2) The superintendent may, on the application of a person or company proposing to carry on business as a stock exchange in the province, recognize the person or company where the superintendent is satisfied that to do so would be in the public interest.

(3) (4) A recognized stock exchange shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures,

interpretations and practices.

(5) The superintendent may, where it appears to be in the public interest, make a decision

with respect to,

(

a) the manner in which a recognized stock exchange carries on business;

(

b) the trading of securities on or through the facilities of a recognized stock exchange;

(

c) a security listed or posted for trading on a recognized stock exchange;

(

d) issuers, whose securities are listed or posted for trading on a recognized stock exchange, to ensure that they comply with the securities law of the province; and

(

e) a by-law, rule, regulation, policy, procedure,

interpretation or practice of a recognized stock exchange.

2001 c37 s7 ; 2004 c37 s20

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Self-regulatory organizations

(1)The superintendent may, on the application of a self-regulatory organization, recognize the self-regulatory organization where the superintendent is satisfied that to do so would be in the public interest.

(2) (3) A recognized self-regulatory organization shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures,

interpretations and practices.

(4) The superintendent may, where the superintendent is satisfied that to do so would be in the public interest, make a decision

with respect to a by-law, rule, regulation, policy, procedure,

interpretation or practice of a recognized self-regulatory organization.

2001 c37 s7 ; 2004 c37 s21 ; 2024 c32 s50

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Investigation by recognized self-regulatory organizations

25.01

(1) Where a recognized self-regulatory organization is empowered under its bylaws or rules to conduct investigations, the recognized self-regulatory organization may appoint an investigator.

(2) A n investigator conducting an investigation

under this

section has the same power vested in a judge of the Supreme Court to

(

a) summon and enforce the attendance of witnesses;

(

b) compel witnesses to give evidence under oath or in any other manner; and

(

c) compel witnesses to produce books, records, documents and things or classes of books, records, documents and things.

(3) On application to the Supreme Court by an investigator, the failure or refusal of a person or company to attend, take an oath, answer questions or produce books, records, documents and things or classes of books, records, documents and things in the custody, possession or control of the person or company makes the person or company liable to be committed for contempt as if in breach of an order or judgment of the Supreme Court.

(4) A person giving evidence at an investigation conducted under this

section may be represented by legal counsel and may claim privilege to which the person or company is entitled.

2021 c23 s3

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Hearing by recognized self-regulatory organizations

25.02

(1)Where a recognized self-regulatory organization is empowered under its by-laws or rules to conduct hearings, the recognized self-regulatory organization has the same power vested in a judge of the Supreme Court to

(

a) summon and enforce the attendance of witnesses;

(

b) compel witnesses to give evidence under oath or in any other manner; and

(

c) compel witnesses to produce books, records, documents and things or classes of books, records, documents and things.

(2) On application to the Supreme Court by an investigator, the failure or refusal of a person or company to attend, take an oath, answer questions or produce books, records, documents and things or classes of books, records, documents and things in the custody, possession or control of the person or company makes the person or company liable to be committed for contempt as if in breach of an order or judgment of the Supreme Court.

(3) A person giving evidence at a hearing conducted under this

section may be represented by legal counsel and may claim privilege to which the person or company is entitled.

(4) A recognized self-regulatory organization may receive in evidence any statement, document, book, record, information or thing that, in its opinion, is relevant to the matter before it, whether or not

the statement, document, book, record or thing is given or produced under oath or would be admissible as evidence in a court of law.

2021 c23 s3

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Review of decision of recognized self-regulatory organization

25.03

(1)In this

section and

section 25.04, "decision" means, in relation to a recognized self-regulatory organization,

(

a) a decision, order, ruling or direction of the recognized self-regulatory organization made under the internal regulating instruments of the recognized self-regulatory organization; and

(

b) a decision of the recognized self-regulatory organization made under a power or duty delegated to the recognized self-regulatory organization by the superintendent.

(2) A person or company who is directly affected by a decision of a recognized self-regulatory organization, or by the administration of a decision of a recognized self-regulatory organization, may request, and is entitled to, a review of the decision by the superintendent where the person or company

(

a) submits the request for review no later than 30 days after receiving notice of the decision; and

(

b) provides notice to the recognized self-regulatory organization that made the decision no later than 30 days after receiving notice of the decision.

(3) The superintendent may, on the superintendent's own initiative, review a decision of a recognized self-regulatory organization by giving notice, no later than 30 days after the date the superintendent was informed of the decision, to

(

a) the recognized self-regulatory organization that made the decision;

(

b) any person or company directly affected by the decision; and

(

c) any person or company affected by the administration of the decision.

(4) The recognized self-regulatory organization is a party to a review of a decision of the recognized self-regulatory organization that is conducted by the superintendent under this section.

(5) The superintendent may decide the nature and extent of the review conducted under this

section and may conduct

(

a) a partial or full hearing or rehearing of the matter subject to review; or

(

b) a review based on documents only.

(6) Following a review under this section, the superintendent may confirm, vary or revoke the decision reviewed and may make any decision the recognized self-regulatory organization could have made acting under

(

a) the power or duty delegated to the recognized self-regulatory organization; or

(

b) the internal regulating instruments of the recognized regulatory organization.

(7) A decision of a recognized self-regulatory organization takes effect immediately notwithstanding a request for a review or giving of notice by the superintendent of the intention to conduct a review, unless the recognized self-regulatory organization or superintendent suspends the decision pending the review.

2021 c23 s3

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Filing decision of recognized self-regulatory organization with Supreme Court

25.04

(1)Where the time period

for a review referred to in

section 25.03 has expired and a review of the decision of the recognized self-regulatory organization has not been requested or initiated, the recognized self-regulatory organization may file a certified copy of its decision with the Supreme Court.

(2) Where the superintendent has made an order confirming or varying the decision, ruling or order after a review, a recognized self-regulatory organization may file a certified copy of the decision with the Supreme Court.

(3) A decision, ruling or order filed under subsection (1) or (2) has the same force and effect as if it were a judgment of the Supreme Court.

2021 c23 s3

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Clearing agencies

25.1

(1)The superintendent may, on the application of a clearing agency, recognize the clearing agency where the superintendent is satisfied that to do so would be in the public interest.

(2) (3) The superintendent may, where the superintendent is satisfied that to do so would be in the public interest, make a decision

with respect to a by-law, rule, regulation, policy, procedure,

interpretation or practice of a recognized clearing agency.

2001 c37 s7 ; 2004 c37 s22 ; 2024 c32 s51

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Quotation and trade reporting system

25.2

(1)The superintendent may, on the application of a quotation and trade reporting system, recognize the quotation and trade reporting system where the superintendent is satisfied that to do so is in the public interest.

(2) (3) The superintendent may, where the superintendent is satisfied that to do so is in the public interest, make a decision

with respect to a by-law, rule, regulation, policy, procedure,

interpretation or practice of a recognized quotation and trade reporting system.

2001 c37 s7 ; 2004 c37 s23 ; 2024 c32 s52

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Council, committee or ancillary body

25.3

(2) A council, committee or ancillary body that exercises the powers or assumes the responsibilities of a recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization is also included in,

(

a) the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization;

(

b) a suspension, restriction or termination of the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization; and

(

c) an imposition of terms or conditions on the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization.

(3) The provisions of the securities law of the province that apply to recognized stock exchanges, recognized quotation and trade reporting systems and recognized self-regulatory organizations also apply with necessary modifications to the council, committee or ancillary body.

2001 c37 s7 ; 2004 c37 s24

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Voluntary surrender

25.4

2001 c37 s7 ; 2004 c37 s25

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Assignment of powers and duties

25.5

or the regulations related to that Part.

(2) The superintendent may revoke, in whole or in part, an assignment of powers and duties made under this section.

(3) [Rep. by 2004 c37 s26]

2001 c37 s7 ; 2004 c37 s26 ; 2024 c32 s53

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Contravention of securities law

25.6

No by-law, rule, regulation, policy, procedure,

interpretation or practice of a recognized stock exchange, recognized self-regulatory organization, recognized quotation and trade reporting system or recognized clearing agency shall contravene the securities law of the province, but a recognized stock exchange, recognized self-regulatory organization, recognized quotation and trade reporting system or recognized clearing agency may impose additional requirements within its jurisdiction.

2001 c37 s7

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Rep. by 2004 c37 s27

25.7

[Rep. by 2004 c37 s27]

2004 c37 s27

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Stock exchange auditor

25.8

(1)Every recognized stock exchange shall appoint an auditor for the exchange.

(2) At the request of the superintendent, a recognized self-regulatory organization shall appoint an auditor for the self-regulatory organization.

2001 c37 s7 ; 2004 c37 s28

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Auditor of member

25.9

(1)Every recognized stock exchange and every recognized self-regulatory organization shall cause each of its members to appoint an auditor.

(2) The auditor of a member shall be chosen from the panel of auditing firms selected under subsection (3).

(3) Every recognized stock exchange and recognized self-regulatory organization shall select a panel of auditing firms for their members.

(4) No person shall be appointed as an auditor under subsection (1) unless the person has practised as an auditor in the securities industry in Canada

for 5 years or more.

(5) The auditor of a member shall make an examination, in accordance with generally accepted auditing standards, of the annual financial statements and regulatory filings of the member as called for by the by-laws, rules, regulations, policies, procedures,

interpretations or practices applicable to the member, and shall report on the financial affairs of the member to the recognized stock exchange or recognized self-regulatory organization, as the case may be, in accordance with professional reporting standards.

2001 c37 s7

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Auditor of registrant

25.10

(1)Every registrant that is not subject to

section 25.9 shall appoint an auditor who satisfies the requirements as may be established by the superintendent.

(2) The auditor of a registrant that is not subject to

section 25.9 shall make an examination of the annual financial statements and other regulatory filings of the registrant, in accordance with generally accepted auditing standards, and shall prepare a report on the financial affairs of the registrant in accordance with professional reporting standards.

(3) The registrant shall file the report with the superintendent together with its annual financial statements and other regulatory filings.

(4) A registrant that is not subject to

section 25.9 shall deliver to the superintendent annual audited financial statements, prepared in accordance with generally accepted accounting principles, and other regulatory filings as prescribed by the regulations, within 90 days after the end of its financial year or as otherwise prescribed by the regulations.

(5) The annual financial statements and regulatory filings delivered to the superintendent shall be certified by the registrant or an officer or partner of the registrant.

(6) The registrant shall deliver to the superintendent other information that the superintendent may require in the form that the superintendent may prescribe.

2001 c37 s7 ; 2004 c37 s29 ; 2024 c32 s54

PART X

REGISTRATION

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Requirement to be registered

(1)A person or company shall not act as

(

a) a dealer;

(

b) an adviser; or

(

c) an investment fund manager

unless that person or company is registered in accordance with the securities law of the province.

(2) An individual shall not, directly or indirectly

(

a) deal in securities on behalf of a person or company required to be registered under subsection (1 );

(

b) advise in securities on behalf of a person or company required to be registered under subsection (1); or

(

c) perform a prescribed function or duty for a person or company required to be registered under subsection

(1) unless that person or company is registered in accordance with the securities law of the province.

(3) A registrant shall comply with any terms, conditions, restrictions or requirements imposed on the registrant's registration.

2008 c44 s4

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Responsible person

26.1

A person or company required to be registered under subsection 26(1) shall appoint an individual to perform on the person's or company's behalf a prescribed function or duty.

2008 c44 s5 ; 2024 c32 s55

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Duty of care

26.2

(1)A registrant shall deal fairly, honestly and in good faith with the registrants clients.

(2) A registrant who manages the investment of a portfolio of a client through discretionary authority granted by the client shall act fairly, honestly and in good faith toward the client and in the client's best interest.

(3) An investment fund manager shall

(

a) exercise the powers and discharge the duties of the investment fund manager's office honestly, in good faith and in the best interests of the investment fund; and

(

b) exercise the degree of care, diligence and skill that a reasonably prudent person or company would exercise in the circumstances.

2008 c44 s5 ; 2024 c32 s56

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Registration by superintendent

(1)Unless it appears to the superintendent that

(

a) an applicant is not suitable for registration, reinstatement of registration or amendment of registration; or

(

b) the proposed registration, reinstatement of registration or amendment of registration is objectionable;

the superintendent shall grant the registration, reinstatement of registration or the amendment of registration for which the applicant has applied.

(2) Notwithstanding subsection (1), the superintendent may, at any time, impose terms, conditions, restrictions or requirements on a registration.

(3) Notwithstanding subsections (1) and (2), the superintendent shall not impose terms, conditions, restrictions or requirements on a registration, or refuse to grant, reinstate or amend a registration without giving the registrant or applicant an opportunity to be heard.

2008 c44 s6

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Suspension or termination of registration

27.1

(1)The superintendent may suspend or terminate a registration if the superintendent considers that it is in the public interest to do so.

(2) Notwithstanding subsection (1), the superintendent shall not suspend or terminate a registration under subsection (1) without giving the registrant an opportunity to be heard.

2008 c44 s7 ; 2024 c32 s57

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Surrender of registration

(1)If a registrant applies to surrender the registrants registration, the superintendent shall accept the surrender unless the superintendent considers it prejudicial to the public interest to do so.

(2) On receiving an application under subsection (1), the superintendent may, without providing an opportunity to be heard, suspend the registration or impose terms, conditions, restrictions or requirements on the registration.

2006 c42 s2 ; 2008 c44 s8 ; 2024 c32 s58

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Sending of documents

(1)Unless otherwise provided under this Act, a document required to be sent, communicated, delivered or served under securities laws of the province may be

(

a) personally delivered to the person or company that is to receive it;

(

b) sent by prepaid post to the person or company that is to receive it; or

(

c) sent by electronic means that produces a printed copy to the person or company that is to receive it.

(2) A document sent to a person or company referred to in subsection (1)(

b) or (

c) shall be sent to that person or company

(

a) at the latest address known for that person or company by the sender of the document; or

(

b) at the address for service in the province filed by that person or company with the superintendent.

(3) A document referred to in subsection (1) that is sent by the superintendent by prepaid post shall be considered, unless the contrary is proved, to be served on the person to whom or the company to which it is sent on the 7th day from the day that the document is sent to that person or company.

(4) If a document referred to in subsection (1) is sent to a person or company by prepaid post and is returned on 2 successive occasions because the person or company cannot be found, then there is no further requirement to send further documents to that person or company until the person or company provides to the sender notification in writing of the persons or companys new address.

2006 c42 s2

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Rep. by 2006 c42 s2

[Rep. by 2006 c42 s2]

2006 c42 s2

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Rep. by 2006 c42 s2

[Rep. by 2006 c42 s2]

2006 c42 s2

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Further information

The superintendent may require further information or material to be submitted by an applicant or a registrant within a specified time and may require verification by affidavit or otherwise of information or material then or previously submitted or may require the applicant or the registrant or a partner, officer, director, governor or trustee of, or a person performing a similar function for, or an employee of, the applicant or of the registrant to submit to examination under oath or affirmation by a person designated by the superintendent.

1990 c48 s32; 2004 c37 s34

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Rep. by 2006 c42 s3

[Rep. by 2006 c42 s3]

2006 c42 s3

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Notice of changes

(1)Subject to the regulations, a registered dealer shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

(

a) a change in address for service in the province or a business address;

(

b) a change in the directors or officers of the registered dealer and in the case of resignation, dismissal, severance or termination of employment or office, the reason for it;

(

c) a change in the holders of the voting securities of the registered dealer;

(

d) the commencement and termination of employment of a registered individual and, in the case of termination of employment, the reason for the termination;

(

e) the opening or closing of a branch office in the province and, in the case of the opening of a branch office in the province, the name and address of the person in charge; and

(

f) a change in the name or address of the person in charge of a branch office in the province.

(2) Subject to the regulations, a registered adviser or underwriter shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

(

a) a change in address for service in the province or a business address;

(

b) a change in the directors or officers of the registered adviser or underwriter and in the case of resignation, dismissal, severance or termination of employment or office, the reason for it; and

(

c) a change in the holders of the voting securities of the registered adviser or underwriter.

(2.1) Subject to the regulations, a registered advisor shall, within 5 business days of the event, notify the superintendent in the form required for the purpose of the commencement and termination of employment of a registered individual, and in the case of termination of employment, the reason for termination.

(3) A registered individual shall, within 5 business days of the event, notify the superintendent in the form required for the purpose of

(

a) a change in the registered individuals address for service in the province or in the registered individuals business address; and

(

b) the commencement and termination of the registered individuals employment by a registered dealer.

(4) 1990 c48 s34; 1996 cR-10.1 s67 ; 2004 c37 s36 ; 2008 c44 s9 ; 2024 c32 s59

PART XI

EXEMPTIONS FROM REGISTRATION

REQUIREMENTS

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Exemption of advisers

Registration as an adviser is not required to be obtained by

(

a) a bank to which the Bank Act

(Canada) applies

or the Federal Business Development Bank incorporated under the Federal Business Development Bank Act

(Canada), or a trust company which meets the requirements of

section 3 of the Trust and Loan Corporations Act,

or an insurance company licensed under the Insurance Companies Act ;

(

b) a lawyer, accountant, engineer or teacher;

(

c) a registered dealer, or a partner, officer or employee of a registered dealer; and

(

d) a publisher of or a writer for a genuine newspaper, news magazine or business or financial publication of general and regular paid circulation distributed only to subscribers to it for value or to purchasers of it who gives advice as an adviser only through that publication and has no interest either directly or indirectly in the securities upon which the advice is given and receives no commission or other consideration for giving the advice,

where the performance of the service as an adviser is solely incidental to their principal business or occupation; or

(

e) the other persons or companies that are designated by the regulations.

1990 c48 s35; 2007 cT-9.1 s5

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Exemption of trades

(1)Subject to the regulations, registration is not required in respect of the following trades:

(

a) a trade by an executor, administrator, guardian or committee or by an authorized trustee or assignee, an interim or official receiver or a custodian under the Bankruptcy Act

(Canada) or by a receiver under the Judicature Act , or by a liquidator under the Corporations Act

or the Winding-up Act

(Canada), or at a judicial sale;

(

b) an isolated trade by or on behalf of an issuer in a specific security of its own issue, for the issuer's account, or by or on behalf of an owner in a specific security, for the owner's account, where the trade is not made in the course of continued and successive transactions of a similar nature, and is not made by a person or company whose usual business is trading in securities;

(

c) a trade where the party purchasing as principal, but not as underwriter, is

(

i) a bank to which the Bank Act

(Canada) applies, or the Federal Business Development Bank incorporated under the Federal Business Development Bank Act

(Canada),

(ii)

a loan company or trust company which meets the requirements of

section 3 of the Trust and Loan Corporations Act ,

(iii)

an insurance company licensed under the Insurance Companies Act ,

(iv)

the Crown in right of Canada

or a province or territory

of Canada , or

(

v) a municipal corporation or public board or commission in Canada;

(

d) a trade where the party purchasing as principal is a company or person, other than an individual, and is recognized by the superintendent as an exempt purchaser;

(

e) a trade where the purchaser purchases as principal, where the trade is in a security which has a total acquisition cost to that purchaser of not less than an amount that may be prescribed by the rules;

(

f) a trade from the holdings of a person, company or combination of persons or companies described in subparagraph 2(1)(l)(iii) for the purpose of giving collateral for a genuine debt;

(

g) a trade by or for the account of a pledgee, mortgagee or other encumbrancer for the purpose of liquidating a genuine debt by selling or offering for sale a security pledged, mortgaged or otherwise encumbered in good faith as collateral for the debt;

(

h) a trade in a security that may occasionally be transacted by employees of a registered dealer where the employees do not usually sell securities and have been designated by the superintendent as non-trading employees, either individually or as a class;

(

i) a trade between a person or company and an underwriter acting as a purchaser or between or among underwriters;

(

j) a trade in a security by a person or company acting solely through an agent who is a registered dealer;

(

k) the execution of an unsolicited order to purchase or sell through a registered dealer by a bank to which the Bank Act

(Canada) applies or a trust company licensed under the Trust and Loan Companies Licensing Act , as an agent for a person or company and the trade by that person or company in placing the unsolicited order with the bank or trust company;

(

l) a trade by an issuer

(

i) in a security of its own issue that is distributed by it to holders of its securities as a stock dividend or other distribution out of earnings or surplus,

(ii)

in a security whether of its own issue or not that is distributed by it to holders of its securities as incidental to a good faith reorganization or winding up of the issuer or distribution of its assets for the purpose of winding up its affairs under the laws of the jurisdiction in which the issuer was incorporated, organized or continued, or

(iii)

in securities of its own issue transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

provided that no commission or other remuneration is paid or given to others in respect of the distribution except for ministerial or professional services or for services performed by a registered dealer;

(

m) a trade by an issuer in a security of a reporting issuer held by it that is distributed by it to holders of its securities as a dividend in the same or similar form;

(

n) a trade by an issuer

(

i) in a right, transferable or otherwise granted by the issuer to holders of its securities to purchase additional securities of its own issue and the issue of securities under the exercise of the right, or

(ii)

in securities of a reporting issuer held by it transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

where the issuer has given the superintendent written notice stating the date, amount, nature and conditions of the proposed trade, including the approximate net proceeds to be derived by the issuer on the basis of

those additional securities being fully taken up and paid for, and either

(iii)

the superintendent has not informed the issuer in writing within 10 days of the giving of the notice that the superintendent objects to the proposed trade, or

(iv)

the issuer has delivered to the superintendent information relating to the securities that is satisfactory to and accepted by the superintendent;

(

o) a trade in a security of a company that is exchanged by or for the account of the company with another company or the holders of the securities of that other company in connection with

(

i) a statutory amalgamation or arrangement, or

(ii)

a statutory procedure under which one company takes title to the assets of the other company which in turn loses its existence by operation of law, or under which the existing companies merge into a new company;

(

p) a trade in a security of an issuer that is exchanged by or for the account of the issuer with the security holders of another issuer in connection with a take-over bid as defined in

Part XIX;

(

q) a trade in a security to a person or company under a take-over bid or issuer bid made by that person or company;

(

r) a trade by an issuer in a security of its own issue as consideration for a portion or all of the assets of a person or company, where the fair value of the assets so purchased is not less than an amount that may be prescribed by the rules;

(

s) a trade by an issuer in the securities of its own issue with its employees or directors or the employees or directors of an affiliate who are not induced to purchase by expectation of employment or continued employment;

(

t) a trade by an issuer in securities of its own issue where the trade is reasonably necessary to facilitate the incorporation or organization of the issuer and the securities are traded for a nominal consideration to not more than 5 incorporators or organizers unless the statute under which the issuer is incorporated or organized requires the trade to be for a greater consideration or to a larger number of incorporators or organizers, in which case the securities may be traded for that greater consideration or to that larger number of incorporators or organizers;

(

u) a trade made by an issuer with a view to the sale of securities of its own issue where solicitations are made to not more than 50 prospective purchasers resulting in sales to not more than 25 purchasers and

(

i) each purchaser purchases as principal and all of the purchases are completed within a period of 6 months of the first purchase, except that subsequent sales to the same purchasers may be carried out where

made in compliance with written agreements entered into during that 6 month period,

(ii)

each purchaser has access to substantially the same information concerning the issuer that a prospectus filed under this Act would provide and is

(

A) an investor who, by virtue of the purchasers net worth and investment experience or by virtue of consultation with or advice from a person or company who is not a promoter of the issuer whose securities are being offered and who is a registered adviser or a registered dealer, is able to evaluate the prospective investment on the basis of information respecting the investment presented to the purchaser by the issuer,

(

B) a senior officer or director of the issuer,

(

C) a parent, sibling or child of a person mentioned in clause (B), or

(

D) a person to whom a person mentioned in clause (

B) is married or with whom the person is living in a conjugal relationship outside marriage,

(iii)

the offer and sale of the securities are not accompanied by an advertisement and no selling or promotional expenses have been paid or incurred in connection with the offer, except for professional services or for services performed by a registered dealer, and

(iv)

no promoter of the issuer, other than a registered dealer, has acted as a promoter of another issuer that has traded in securities of its own issue under the exemption in this paragraph within the previous 12 months,

but an issuer that relies upon this exemption may do so only once in a 12 month

period and in that 12 month period the amount paid for the securities of the issuer by all the purchasers under this exemption shall not exceed in total the amount of $1,000,000;

(

v) a trade in a commodity futures option or a commodity futures contract by a hedger through a dealer;

(

w) a trade in respect of which the regulations provide that registration is not required;

(

x) of the kind referred to in subsection 54(3);

(

y) by a liquidator under the

Canada Business Corporations Act

or by a sheriff under the Judicature Act ;

(

z) made through the facilities of a stock exchange recognized by the superintendent for the purpose of this section, where

(

i) the trade is effected

in whole or part by means of telephone or other telecommunications equipment linking the facilities of that stock exchange with the facilities of another stock exchange recognized by the superintendent for the purpose of this section,

(ii)

the trade is made in a security of a class or type designated by the superintendent as exempt for the purpose of this section, and

(iii)

each of the parties to the trade is registered as a dealer, or in a similar capacity, under the securities legislation of a province or territory

of Canada

(aa)

by a trust company licensed under the Trust and Loan Companies Licensing Act,

where the trade is made through its offices in the securities of a mutual fund promoted, managed and administered by that trust company provided no sales or other acquisition charges are levied;

(bb)

by a person or company with a registered dealer acting as principal;

(cc)

in a bond or debenture by way of an unsolicited order given to a bank to which the Bank Act

(Canada) applies or to a trust company licensed under the Trust and Loan Companies Licensing Act,

provided that the bank or trust company is acting as principal and the bond or debenture is acquired by the bank or trust company for purposes of the trade from, or sold by the bank or trust company following the trade to, a registered dealer; or

(dd)

made by an offeree, who is a person or company to whom a take-over bid

or an issuer bid is made and whose latest address as shown on the books of the offeree company is in the province, in securities that are being disposed of to a person or company making a cash or share exchange takeover bid.

(2) Subject to the regulations, registration is not required to trade in the following securities:

(

a) bonds, debentures or other evidences

of indebtedness

(i)

(ii)

of a municipal corporation in Canada, including debentures issued for public, separate, secondary or vocational school purposes or guaranteed by a municipal corporation in Canada, or secured by or payable out of rates or taxes levied under the law of a province or territory of Canada on property in that province or territory and collectable by or through the municipality in which that property is situated,

(iii)

of or guaranteed by a bank to which the Bank Act

(Canada) applies, a trust company or loan company licensed under the Trust and Loan Companies Licensing Act,

or an insurance company licensed under the Insurance Companies Act ,

(iv)

of or guaranteed by the International Bank for Reconstruction and Development established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods Agreement Act

(Canada), where the bonds, debentures, or evidences

of indebtedness are payable in the currency of Canada or the United States of America, or

(

v) of or guaranteed by the Asian Development Bank or the Inter-American Development Bank, where the bonds, debentures or evidences

of indebtedness are payable in the currency of Canada or the United States of America and where, with respect to the securities, the documents, certificates, reports, releases, statements, agreements or other information that may be required by the superintendent are filed;

(

b) certificates or receipts issued by a trust company licensed under the Trust and Loan Companies Licensing Act,

for money received for guaranteed investment;

(

c) securities issued by a private mutual fund;

(

d) negotiable promissory notes or commercial paper maturing not more than one year from the date of issue, provided that each note or commercial paper traded to an individual has a denomination or principal amount of not less than $50,000;

(

e) mortgages or other encumbrances upon real or personal property, other than mortgages or other encumbrances contained in or secured by a bond, debenture or similar obligation or in a trust deed or other instrument to secure bonds or debentures or similar obligations where the mortgages or other encumbrances are offered for sale by a person or company licensed or exempted from the requirement to be licensed under the Mortgage Brokerages and Brokers Act ;

(

f) securities evidencing indebtedness due under a conditional sales contract or other title retention contract providing for the acquisition of personal property where the securities are not offered for sale to an individual;

(

g) securities issued by an issuer organized exclusively for educational, benevolent, fraternal, sororal, charitable, religious or recreational purposes and not for profit, where no part of the net earnings of the issuer enure

to the benefit of a security holder and no commission or other remuneration is paid in connection with the sale of them;

(

h) securities issued by cooperative societies to which the Co-operative Societies Act

applies;

(

i) shares of a credit union to which the Co-operative Societies Act

applies;

(

j) securities of a private company where they are not offered for sale to the public;

(

k) securities issued and sold by a prospector for the purpose of financing a prospecting expedition;

(

l) securities issued by a prospecting syndicate that has filed a prospecting syndicate agreement under

Part XIII for which the superintendent has issued a receipt, where the securities are sold by the prospector or one of the prospectors who staked claims that belong to or are the subject of a declaration of trust in favour of the prospecting syndicate, and the prospector delivers a copy of the prospecting syndicate agreement to the person or company purchasing the security before accepting payment for the securities;

(

m) securities issued by a prospecting syndicate that has filed a prospecting syndicate agreement under

Part XIII for which the superintendent has issued a receipt, where the securities are not offered for sale to the public and are sold to not more than 50 persons or companies;

(

n) securities issued by a mining company or a mining exploration company as consideration for mining claims where the vendor enters into the escrow or pooling agreement that the superintendent considers necessary; and

(

o) securities in respect of which the regulations provide that registration is not required.

(3) The exemption contained in subparagraph (2)(a)(iii), and the corresponding exemption in paragraph 74(1)(

a) do not apply to bonds, debentures or other evidences

of indebtedness that are subordinate in right of payment to deposits held by the issuer or guarantor of the bonds, debentures or other evidences of indebtedness.

(4) The exemptions contained in paragraph (2)(

c) and paragraph 74(1)(

a) for securities of a private mutual fund as defined in subparagraph 2(1)(ii)(ii) do not apply to securities of a mutual fund administered by a trust company where there is a promoter or manager of the mutual fund other than the trust company.

(5) After March 31, 1991 , the exemption contained in paragraph (2)(

c) and the corresponding exemption referred to in paragraph 74(1)(

a) are unavailable where the trade is in securities issued by a private mutual fund, as defined in clause 2(1)(ii)(ii)(

A) or (B).

(6) An exemption from the registration or prospectus requirements set out in this Act or the regulations that refers to a registered dealer is unavailable unless the dealer is registered to act as a dealer in respect of the trade described in the exempting provision.

(7) The exemptions from registration contained in subsections (1) and (2) are unavailable to a market intermediary except in respect of

(

a) a trade referred to in paragraph (1)(a), (f), (g), (h), (s), (

t) or (v );

(

b) a trade in securities referred to in paragraph (2)(e), (f), (g), (j), (k), (l), (

m) or (n );

(

c) a trade in securities of a private mutual fund as defined in subparagraph 2(1)(ii)( i

(

d) a trade referred to in paragraph 54(3)(c), or paragraphs (1)(

y) or (z); or

(

e) a trade in securities with a registered dealer that is an affiliate of the market intermediary.

(8) Subsection (7) does not apply so as to

require registration by a lawyer or accountant where the performance of the service as a market intermediary is solely incidental to the lawyer's or accountant's principal business or occupation as a lawyer or accountant.

(9) For the purpose of subsection (1), a trust company licensed under the Trust and Loan Companies Licensing Act , is considered to be

acting as principal when it trades as trustee or as agent for accounts fully managed by it.

1990 c48 s36; 2001 c37 s10 ; 2004 c37 s37 ; 2007 cT-9.1 s5 ; 2024 c32 s60 ; 2023 cM-17.1 s38

PART XII

TRADING IN SECURITIES GENERALLY

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Confirmation of trade

(1)Every registered dealer who has acted as principal or agent in connection with a trade in a security shall promptly send by prepaid mail or deliver to the customer a written confirmation of the transaction, setting out

(

a) the quantity and description of the security;

(

b) the consideration;

(

c) whether or not the registered dealer is acting as principal or agent;

(

d) where acting as agent in a trade, the name of the person or company from or to or through whom the security was bought or sold;

(

e) the date and the name of the stock exchange upon which the transaction took place;

(

f) the commission charged in respect of the trade; and

(

g) the name of the registered individual in the transaction.

(2) Where a trade is made in a security of a mutual fund the confirmation shall contain, in addition to the requirements of subsection (1),

(

a) the price per share or unit at which the trade was effected ; and

(

b) the amount deducted by way of sales, service and other charges.

(3) Subject to the regulations, where a trade is made in a security of a mutual fund under a contractual plan, the confirmation shall contain in addition to the requirements of subsections (1) and (2),

(

a) in respect of an initial payment made under a contractual plan which requires the prepayment of sales, service and other charges, a statement of the initial payment and the portion of the sales, service and other charges that is allocated to subsequent investments in the mutual fund and the manner of allocation of that portion;

(

b) in respect of each subsequent payment made under a contractual plan which requires the prepayment of sales, service and other charges, a statement of the portion of the sales, service and other charges, that is allocated to the payment which is the subject of the confirmation;

(

c) in respect of an initial purchase made under a contractual plan which permits the deduction of sales, service and other charges from the first and subsequent instalments, a brief statement of the sales, service and other charges to be deducted from subsequent purchases; and

(

d) in respect of each purchase made under a contractual plan, a statement of the total number of shares or units of the mutual fund acquired and the amount

of sales charges paid under the contractual plan up to the date the confirmation is sent or delivered.

(4) For the purpose of paragraphs (1)(

d) and (g), a person or company or a registered individual may be identified in a written confirmation by means of a code or symbols where the written confirmation also contains a statement that the name of the person, company or registered individual will be provided to the customer on request.

(5) Where a person or company uses a code or symbols for identification in a confirmation under subsection (1), the person or company shall immediately file the code or symbols and their meaning, and

shall notify the superintendent within 5 days of a change in or addition to the code or symbols or their meaning.

(6) A dealer who has acted as agent in connection with a trade in a security shall promptly disclose to the superintendent, upon request by the superintendent, the name of the person or company from or to or through whom the security was bought or sold.

1990 c48 s37; 2004 c37 s38 ; 2008 c44 s10 ; 2024 c32 s61

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Order prohibiting calls to residences

(

a) call at a residence; or

(

b) telephone from within the province to a residence within or outside the province

for the purpose of trading in a security or in a class of securities.

(2) The superintendent shall not make an order under subsection (1) without giving the person or company or class of persons or companies affected an opportunity to be heard.

(3) In this section, "residence" includes a building or part of a building in which the occupant lives either permanently or temporarily and premises appurtenant to the building or part of the building.

(4) For the purpose of this section, a person or company shall be considered conclusively to have called or telephoned where an officer or director of the person or company or a registered individual representing the person or company calls or telephones on the persons or the company's behalf.

1990 c48 s38; 2004 c37 s39 ; 2008 c44 s11 ; 2024 c32 s62

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Representations prohibited

(1)A person or company shall not, with the intention of effecting a trade in a security, other than a security that carries an obligation of the issuer to redeem or purchase, or a right of the owner to require redemption or purchase, make a representation, written or oral, that the person or the company

(

a) will resell or repurchase; or

(

b) will refund all of

the purchase price of,

that security.

(2) A person or company shall not, with the intention of effecting a trade in a security, give an undertaking, written or oral, relating to the future value or price of that security.

(3) A person or company shall not, except with the written permission of the superintendent, with the intention of effecting a trade in a security, make a representation, written or oral, that

(

a) the security will be listed on a stock exchange or quoted on any quotation and trade reporting system; or

(

b) an application has been or will be made to list the security on a stock exchange or quote the security on a quotation and trade reporting system;

unless

(

c) an application has been made to list or quote the security being traded, and securities of the same issuer are currently listed on a stock exchange or quoted on a quotation and trade reporting system; or

(

d) the stock exchange or quotation and trade reporting system has granted approval to the listing or quoting of the security, conditional or otherwise, or has consented to, or indicated that it does not object to, the representation.

(3.1) A person or company shall not with the intention of effecting a trade in a security make a representation that the person knows, or reasonably should know, is a misrepresentation.

(4) This

section does not apply to a representation referred to in subsection (1) made to a person or to a company where the representation is contained in an enforceable written agreement and the security has a total acquisition cost of more than $50,000.

1990 c48 s39; 2001 c37 s11 ; 2004 c37 s40 ; 2024 c32 s63

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Rep. by 2008 c44 s12

[Rep. by 2008 c44 s12]

2008 c44 s12

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Rep. by 2008 c44 s12

[Rep. by 2008 c44 s12]

2008 c44 s12

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Rep. by 2008 c44 s12

[Rep. by 2008 c44 s12]

2008 c44 s12

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Disclosure by registered dealer

42.1

(1)A registered dealer shall, within 30 days of receiving a customers request, provide

(

a) the names of officers, directors or the partners of the dealer as of the date of the request or any other date specified in the request;

(

b) the names of any person or company who or which has a direct or indirect interest of not less than 5% of the registered dealers capital; and

(

c) the most recently prepared annual financial statement of the dealers financial position as filed

(

i) with the self-regulatory organization of which the dealer is a member, or

(ii)

with the superintendent.

(2) A registered dealer shall inform its customers on every statement of account or in another manner as the superintendent may approve that the information referred to in subsection (1) is available.

(3) Where the superintendent determines that a registered dealer or class of registered dealers is

(

a) under the conditions of registration, or

(

b) in regulations imposed by a recognized self-regulating organization under

section 25,

required to provide to customers information similar to

the information required under subsections (1) and (2), the superintendent may by order exempt the registered dealer or class of registered dealers from the requirements of this section.

2008 c44 s13

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Rep. by 2001 c37 s12

[Rep. by 2001 c37 s12]

2001 c37 s12

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Use of name of another registrant

A registrant shall not use the name of another registrant on letterheads, forms, advertisements or signs, as correspondent or otherwise, unless the registrant is a partner, officer or agent of or is authorized to do so in writing by the other registrant.

1990 c48 s44; 2024 c32 s64

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Registration not to be advertised

A person or company shall not hold the person

or the company out as being registered by having printed in a circular, pamphlet, advertisement, letter, telegram or other stationary that the person or company is registered.

2008 c44 s14 ; 2024 c32 s65

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Representation or holding out of registration

(1)A person or company shall not represent that a person or company is registered under this Act unless

(

a) the representation is true; and

(

b) in making the representation, the person or company specifies the person or companys category of registration under this Act.

(2) A person or company shall not make a statement about something that a reasonable investor would consider important in deciding whether to enter into

or maintain a trading or advising relationship with the person or company if the statement is untrue or omits information necessary to prevent the statement from being false or misleading in the circumstances in which it is made.

2006 c42 s4

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Advertising approval by superintendent

A person or company shall not make a representation, written or oral, that the superintendent has in any way passed upon the financial standing, fitness or conduct of a registrant or upon the merits of a security or issuer.

2004 c37 s41

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Margin contracts

(1)Where a person, or a partner or employee of a partnership, or a director, officer or employee of a company, after the person or the partnership or company has contracted as a registered dealer with a customer to buy and carry upon margin, securities of an issuer either in Canada or elsewhere, and while that contract continues, sells or causes to be sold securities of the same issuer for an account in which

(

a) the person;

(

b) the persons firm or a partner; or

(

c) the company or a director of the company,

has a direct or indirect interest, where the effect of the sale would, otherwise than unintentionally, be to reduce the amount of the securities in the hands of the dealer or under the dealers control in the ordinary course of business below the amount of the securities that the dealer should be carrying for all customers, that contract with the customer is, at the option of the customer, voidable and the customer may recover from the dealer all money paid with interest on that money or securities deposited in respect of that money.

(2) A customer may exercise an option referred to in subsection (1) by a notice to that effect sent by prepaid mail addressed to the dealer at the dealers address for service in the province.

1990 c48 s48; 2024 c32 s66

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Decla