SECURITIES ACT (RSA 2000 cS-4)

RSA 2000 cS-4

Alberta — Consolidated Statutes

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Revised Statutes of Alberta 2000

Chapter S-4 Current as of December 11, 2025 SECURITIES ACT

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Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Regulations The following is a list of the regulations made under the Securities Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg.

Amendments Securities Act Securities ........................................................ 115/95 ............. 10/97, 204/2003, 236/2005, 204/2006, 66/2008, 240/2009, 47/2013, 184/2013, 99/2014, 155/2016, 8/2019

1 SECURITIES ACT

Chapter S-4 Table of Contents 1

Definitions 2 Affiliation 3 Control 4 Subsidiary 5 Beneficial ownership 6 Deemed beneficial ownership 7 Deemed insiders of a mutual fund 9 Special relationships 1 0 Designation orders

Part 1 Alberta Securities Commission 1 1 The Alberta Securities Commission 1 2 B y l a w s 1 3 Chair and Vice-chair 1 4 Remuneration 14.1 Continuation in office 1 5 Acting members of Commission 1 6 Staff 1 7 Duties of the Executive Director 1 8 Duties of the Secretary 1 9 Financial matters re Commission 2 0 Annual report 2 1 Agent of the Crown 2 2 Delegation of power 2 3 Sitting in panels 2 4 Extra-provincial power of Commission 2 5 Extra-provincial commissions 2 6 Evidence taken outside Alberta 2 7 Evidence taken in Alberta by ot her securities regulatory agencies

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Chapter S-4 SECURITIES ACT 2 2 8 Engaging experts 2 9 Conduct of hearings 3 0 Referral by Executive Director 3 1 Jurisdiction 3 2 Decision made without a hearing 3 3 Interim orders 33.1 Failure to comply with filing requirements 33.2 Halt trade 3 4 Orders subject to terms or conditions 3 5 Appeal from decision 3 6 Appeals to the Commission 3 7 Notice of review 3 8 Appeal to Court of Appeal 3 9 Policy Advisory Committee

Part 2 Investigations 4 0 Production of records 4 1 Investigation order 4 2 Powers of investigators 4 3 Appointment of experts 4 4 Report to Executive Director 4 5 Investigation to be confidential 4 6 Information 46.1 Prevalence over Access to Information Act 4 7 Order to freeze property 4 8 Appointment of receivers, manag ers, trustees or liquidators 4 9 Income and liabilities of person or company 5 0 Powers of a receiver and manager 5 1 Court order 5 2 Term of office 5 3 Fees 5 4 Directions from the Court 5 5 Appointment of successor 5 6 Funds expended by Executive Director 5 7 Solicitor-client privilege

Part 2.1 Whistleblowing 57.1

Definitions 57.2 Identity of whistleblower confidential 57.3 Information is confidential 57.4 No reprisals

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Chapter S-4 SECURITIES ACT 3 57.5 No prohibition against whistleblowing 57.6 No obstruction 57.7 No false disclosure 57.8 Limited immunity 57.9 Transitional provision

Part 3 Record Keeping and Compliance Review 5 8 Review and examination 5 9 Recognized exchanges and self -regulatory organizations 6 0 Requirements to provide information 60.1 Record-keeping 60.2 Disclosure reviews

Part 4 Regulation, Recognition and Designation of Entities and Benchmarks 6 1 Members of exchanges, etc. 6 2 Recognition of exchange 6 3 Operation of recognized exchanges 6 4 Recognition of self-regulatory organizations 64.1 Recognition of auditor oversight organization 64.2 Recognized auditor oversight org anization may require disclosure 64.3 Compulsion protection 6 5 Councils, committees, etc. 6 6 Assignment of duties of the Commi ssion or Executive Director 6 7 Recognized clearing agency 67.1 Designation of credi t rating organizations 67.2 Contents and methodology of credit ratings 67.3 Recognized trade repository 67.4 Benchmarks 67.5 Designation of information processors 6 8 Recognition of quotation and trade reporting systems 68.1 Personal information 6 9 Powers re hearings, etc. 69.1 Powers re investigations 7 0 Appointment of receivers, manag ers, trustees or liquidators 7 1 Acting as an exchange when not so recognized 7 2 Voluntary surrender of recognition 7 3 R e v i e w

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Part 5 Registration 7 5 Requirement to be registered 75.1 Responsible person 75.2 Duty of care 7 6 Registration by Exe cutive Director 76.1 Suspension of termination of registration 7 8 Surrender of registration 8 2 Further information

Part 7 Trading in Securities and Derivatives Generally 9 0 Requirements for confirmation of trade 9 1 Attendance on or calls to residences 92, 93 Prohibited transaction 93.1 Duty to comply with Commission decisions 93.2 Duty to comply with undertaking 93.3 Front running 93.4 Obstruction of justice 9 4 Dealer as principal 9 7 Disclosure by registered dealer 9 8 Provision of risk disclosure statement 9 9 Use of name 100 Representation or holding out of registration 101 Representations 102 Margin contracts 103 Declaration of short position 103.1 Disclosure of activities in relation to a trade 104 Rights of beneficial owners 105.1 Derivatives transaction not void for non-compliance

Part 9 Distribution by Prospectuses 110 Filing prospectus 111 Preliminary prospectus 112 Receipt for prelim inary prospectus 113 Prospectus and supplemental material 119 Other forms of prospectus 120 Receipt for prospectus 122 Distribution of previously issued securities

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Part 10 Distribution Generally 123 Distribution of material 126 Defective preliminary prospectus 127 Material given on distribution 128 Order to cease trading 129 Obligation to deliver prospectus 130 Revocation of purchase

Part 11 Exemptions from Prospectus Requirements 141 Reporting issuer — default 144 Discretionary exemptions 145 Reporting issuer by declaration

Part 12 Continuous Disclosure 146 Disclosure generally 147 Disclosure of material fact or change 153 Deemed not to be a reporting issuer

Part 13 Proxies and Proxy Solicitations 157 Voting — proxies 157.1 Proxies and information circular

Part 14 Take-over Bids and Issuer Bids 158

Interpretation 159 Making a bid 160 Directors’ or director’s or officer’s recommendation 179 Applications to the Commission 180 Applications to the Court

Part 15 Insider Trading and Self-dealing 181

Interpretation 182 Reports of insider 182.1 Early warning 183 Report of a legal owner 184

Interpretation 185 Loans and investments of mutual funds

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Chapter S-4 SECURITIES ACT 6 186 Indirect investment 188 Permitted investment — mutual fund 189 Fees on investment 191 Filing by management companies 193 Trades by mutual fund insiders 193.1 Authorized exceptions to prohibitions 193.2 Oversight, etc., of investment funds

Part 16 Enforcement 194 General offences and penalties 195

Interpretation 196 Extra-provincial warrant 197 Declaration of non-compliance 198 Cease trading order, etc. 198.1 Extra-provincial orders 199 Administrative penalty 200 Filing decision with Court 201 Limitation period 202 Payments of costs

Part 17 Civil Liability 203 Civil liability — prospectus 204 Civil liability — offering memorandum or other prescribed offering documents 205 Civil liability — circular 205.1 Defence to liability for misrepresentation 206 Liability of dealer, offeror or issuer 207 Liability — material fact or change 208 Action by the Executive Director 209 Rescission of contract 209.1 Rescission re offering memorandum or other prescribed offering document 210 Rescission by purchaser — mutual fund 210.1 Class proceedings 210.2 Executive Directo r may intervene 211 Limitation period

Part 17.01 Civil Liability for Secondary Market Disclosure 211.01

Definitions

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Chapter S-4 SECURITIES ACT 7 211.02 Application 211.03 Liability for secondary market disclosure Burden of Proof and Defences 211.04 Non-core documents and pu blic oral statements Damages 211.05 Assessment of damages 211.06 Proportionate liability 211.07 Limits on damages Procedural Matters 211.08 Permission to proceed 211.09 N o t i c e 211.091 Restriction on discont inuation, etc. of action 211.092 C o s t s 211.093 Power of the Commission 211.094 No derogation from other rights 211.0941 Class proceedings 211.0942 Executive Directo r may intervene 211.095 Limitation period

Part 17.02 Civil Liability for Reprisals Against Whistleblowers 211.096

Definitions 211.0961 Liability for reprisals against a whistleblower 211.0962 Burden of proof and defences 211.0963 R e m e d i e s 211.0964 Proportionate liability 211.0965 No derogation from other ri ghts, defences or remedies 211.0966 Application where arbi tration is available 211.0967 Transitional provision

Part 17.1 Interjurisdictional Co-operation 211.1

Definitions 211.2 Delegation and acc eptance of authority 211.3 Subdelegation 211.4 Adoption or incorporation of extra-provincial securities laws 211.41 Exemptions 211.5 Exercise of discretion, interprovincial reliance

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Chapter S-4 SECURITIES ACT 8 211.6 Regulations 211.7 Immunity re Alberta authority 211.8 Immunity re extra-provincial authority 211.9 Appeal re extra-provincial decision 211.91 Appeal re decision of the Commission

Part 18 General Provisions 212.1 Aiding, abetting and counselling 213 General exemption 214 Revoke or vary decisions 215 Self-incrimination 216 Requirement to disclos e personal information 217 Sending of documents 218 Admissibility of cer tified statements 219 Applications to a court 220 Service on Commission 221 Filing and confidentiality 221.1 Misleading information 222 Immunities 222.01 Non-compellability 222.1 Compellability and li ability with respect to RPC representative 223 Lieutenant Governor in Council regulations 224 Commission rules 224.1 Changes to unpublished rules 225 Publication of rules 226 Evidence re rule 227 Application of regulations and rules 228 Incorporation by reference 229 Exemption from a regulation or rule 231 Transitional provision HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Definitions 1 In this Act, (a) “adviser” means a person or company engaging in or holding itself out as engaging in the business of advising in securities or derivatives; (a.1) “advising in securities or derivatives” includes giving, offering or agreeing to give advice to another person or

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Chapter S-4 SECURITIES ACT 9 company about investing in or buying or selling securities or derivatives; (b) “Alberta securities laws” me ans this Act, the regulations and any decisions made by the Commission or the Executive Director and any extra-provincial securities laws adopted or incorporated by reference under

section 211.4; (c) “associate”, when used to indicate a relationship with a person or company, means (

i) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling the person or company to more than 10% of the voting rights attached to outstanding securities of the issuer, (ii) any partner of th e person or company, (iii) any trust or estate in whic h the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity, or (iv) in the case of a person, a relative of that person, including (

A) the spouse or adult interdependent partner of that person, (

B) a relative of the person’s spouse or adult interdependent partner if the relative has the same home as that person, or (

C) another person who has the same home as, and is in a conjugal relationship with, that person; (c.1) “auditor oversight organ ization” means a person or company that regulates the auditing or review of financial statements that are required to be filed under Alberta securities laws; (c.2) “benchmark” means a price, estimate, rate, index or valu e that is (

i) determined from time to time by reference to an assessment of one or more underlying interests, (ii) made available to the public , either free of charge or on payment, and

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Chapter S-4 SECURITIES ACT 10 (iii) used for reference for any purpose, including (

A) determining the interest payable, or other sums that are due, under a contract, derivative, instrument or security, (

B) determining the value o f a contract, derivative, instrument or security or the price at which it may be traded, (

C) measuring the performan ce of a contract, derivative, investment fund, instrument or security, or (

D) any other use by an investment fund; (c.3) “benchmark administrator” means a person or company that administers a benchmark; (c.4) “benchmark contributor” means a person or company that contracts to provide, or otherwise provides, information in relation to a benchmark for use by the benchmark administrator, including a person or company subject to a requirement under an order issued pursuant to

section 67.4(1)(d); (c.5) “benchmark user” means a person or company that, in relation to a contract, derivative, investment fund, instrument or security, uses a benchmark; (

d) repealed 2006 c30 s2; (e) “Chair” means the Ch air of the Commission; (f) “clearing agency” means a person or company that, (

i) in connection with trades in securities, (

A) acts as an intermediary i n paying funds or delivering securities, or both, (

B) provides centralized facilities through which trades in securities are cleared, or (

C) provides centralized f acilities as a depository of securities, o r (ii) in connection with trades in derivatives, provides centralized facilities for the clearing and settlement of

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Chapter S-4 SECURITIES ACT 11 trades in derivatives and that, with respect to a contract, instrument or transaction, (

A) enables each par ty to a derivatives trade to substitute, through novation or otherwise, the credit of the clearing agency for the credit of the parties, (

B) arranges or provides, on a multilateral basis, for the settlement or netting of obligations resulting from a derivatives trade, or (

C) otherwise provides clear ing services or arrangements that mutualize or transfer among participants in the clearing agency the credit risk arising from derivatives trades; (g) “Commission” means the Alberta Securities Commission; (h) “commodity” means (

i) any good, article, service, r ight or interest of which any unit is, from its nature or by mercantile custom, treated as the equivalent of any other unit; (ii) the currency of any jurisdiction; (iii) any gem, gemstone or other precious stone; (iv) any other good, article, service, right or interest, or a class of any of these, designated as a commodity pursuant to an order made under

section 10; (i) “company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization; (j) “contract” includes a trust agreement, declaration of trust or other similar instrument; (k) “contractual plan” means any contract or other arrangement for the purchase of shares or units of a mutual fund (

i) by payments over a specified period, or (ii) by a specified n umber of payments, if the amount deducted from any one of the payments as sales charges is larger than the amount that would have been deducted from the payment for sales charges had the

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Chapter S-4 SECURITIES ACT 12 deduction been made from each payment at a constant rate for the duration of the plan; (l) “control person” means (

i) a person or company who h olds 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 is deemed, 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) each 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 is deemed, 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; (l.1) “credit rating” means (

i) an assessment, disclosed publicly or distributed by subscription, of the credit-worthiness of an issuer as an entity or with respect to specific securities or a specific portfolio of securities or assets, or (ii) a rating designated as a credit rating pursuant to an ord er made under

section 10; (l.2) “credit rating organization” means (

i) a person or company tha t issues credit ratings, or (ii) a person or company designated as a credit rating organization pursuant to an order made under

section 10; (m) “dealer” means a person or company engaging in or holding itself out as engaging in the business of (

i) trading in securities or derivatives as principal or agent , or

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Chapter S-4 SECURITIES ACT 13 (ii) acting as an underwriter; (m.1) repealed 2010 c10 s2; (n) “decision”, when used in relation to the Commission or the Executive Director, means a direction, decision, order, ruling or other requirement made by the Commission or the Executive Director, as the case may be, under a power or right conferred by this Act or the regulations or under a delegation or other transfer of an extra-provincial authority under

section 211.2; (n.01) “deriv ative” means (

i) an option, swap, futures contract, forward contract or other financial or commodity contract or instrument, whose market price, value, delivery obligations, payment obligations or settlement obligations are derived from, referenced to or based on an underlying interest, including a price, rate, index, value, variable, event, probability or thing, (ii) a security, or a class of s ecurities, that is designated under

section 10 to be a derivative, or (iii) a security, or a class of s ecurities, that is prescribed to be a derivative, but does not include a derivativ e, or a class of derivatives, that is designated under

section 10 not to be a derivative, or a derivative, or a class of derivatives, that is prescribed not to be a derivative; (n.02) “designated benchmark” means a benchmark that is designated by the Commission under

section 67.4(1); (n.03) “designated benchmark administrator” means a benchmark administrator that is designated by the Commission under

section 67.4(1) in respect of a designated benchmark; (n.04) “designated information processor” means an information processor that is designated as a designated information processor by the Commission under

section 67.5(1); (n.1) “designated rating organization” means a credit rating organization designated as a designated rating organization under

section 67.1;

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Chapter S-4 SECURITIES ACT 14 (o) “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; (p) “distribution”, when used in relation to trading in securi ties, means (

i) a trade in securities of a n 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 iss ued securities of an issuer from the holdings of a control person, (iv) a trade by or on behalf of an underwriter in securities that were acquired by that underwriter, acting as underwriter, prior to February 1, 1982 if those securities continue on February 1, 1982 to be owned by or for that underwriter, so acting, (

v) a distribution referred to under the regulations, (vi) a trade or an intended trade deemed to be a distribution under

section 144(2), or (vii) 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 referred to in subclauses (

i) to (v); (q) “distribution company” means a person or company distributing securities under a distribution contract; (r) “distribution contract” mean s a contract between a mutual fund or its trustees or other legal representative and a person or company under which the person or company is granted the right to (

i) purchase the shares or units of the mutual fund for distribution, or (ii) distribute the shares or units of the mutual fund on behalf of the mutual fund; (

s) repealed 2014 c3 s2;

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Chapter S-4 SECURITIES ACT 15 (t) “Executive Director” means the Executive Director of the Commission; (u) “extra-provincial commissi on” means a board, commission or other agency established by another jurisdiction that performs a similar function in that jurisdiction that the Alberta Securities Commission performs in Alberta; (v) “financial institution” means a bank, loan corporation, tr ust corporation, treasury branch or credit union; (w) “form of proxy” means a wr itten or printed form that, on completion and execution by or on behalf of a security holder, becomes a proxy; (w.1) “forward-looking information” means (

i) disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action, and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented either as a forecast or a projection, and (ii) any other disclosure involving future-oriented statements, as prescribed by regulation; (

x) repealed 2014 c3 s2; (y) “hearing” means a hearing of a matter before the Commission or the Executive Director, as the case may be, and includes a review of a matter by the Commission or the Executive Director, as the case may be; (z) “individual” means a natural person, but does not include (

i) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or (ii) a natural person in the p erson’s capacity as trustee, executor, administrator or other legal representative; (z.1) “information processor” means a person or company that receives and provides information related to orders for and trades of securities; (aa) “insider” means

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Chapter S-4 SECURITIES ACT 16 (

i) a director or of ficer of an issuer, (ii) a director or officer of a 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 ca rrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution, (iv) an issuer that has purch ased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security, (

v) a person designated as an insider in an order made under

section 10, or (vi) a person that is in a prescribed class of persons; (bb) “insurance company” means an insurer as defined in the Insurance Act that is licensed under that Act; (bb.1) “investment fund” means a mutual fund or a non-redeemable investment fund; (bb.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; (bb.3) “investor relations activities” means any activities or oral or written communications, by or on behalf of an issuer or security holder of the issuer, that promote 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

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Chapter S-4 SECURITIES ACT 17 (

A) to promote the sale of products or services of the issuer, or (

B) 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 communicatio ns necessary to comply with the requirements of (

A) Alberta securities laws, or (

B) the bylaws, rules or other regulatory instruments of a self-regulatory organization, exchange or quotation and trade reporting system, (iii) communications by a pub lisher of, or writer for, a newspaper, news magazine or business or financial publication, that is of general and regular 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 write r receives no commission or other consideration other than for acting in the capacity of publisher or writer, o r (iv) any other activities or com munications as prescribed by regulation; (cc) “issuer” means a person or company that (

i) has outstanding securities, (ii) is issuing securities, or (iii) proposes to issue securities; (dd) “management company” mea ns a person or company that provides investment advice under a management contract; (ee) “management contract” mean s a contract under which, for valuable consideration, a mutual fund is provided with investment advice, alone or together with administrative or management services;

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Chapter S-4 SECURITIES ACT 18 (ff) “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 paragraph (

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, a n d (ii) if used in relation to an is suer that is an 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 to continue to hold a security of the issuer, or (

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

A) made (

I) by the directors of the issuer or 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; (gg) “material fact”, when us ed in relation to securities issued or proposed to be issued, means a fact that would reasonably be expected to have a significant effect on the market price or value of the securities; (hh) “Minister” means the Minister determined under

section 16 of the Government Organization Act as the Minister responsible for this Act;

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Chapter S-4 SECURITIES ACT 19 (ii) “misrepresentation” means (

i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated, or (iii) an omission to state a ma terial fact that is necessary to be stated in order for a statement not to be misleading; (jj) “mutual fund” means (

i) an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer, or (ii) an issuer that is designated as a mutual fund under

section 10 or in accordance with the regulations, but does not include an issuer, or class of issuers, that is designated under

section 10 not to be a mutual fund; (jj.1) “non-redeemable i nvestment fund” means (

i) an issuer (

A) whose primary purpose is to invest money provided by its security holders, (

B) that does not invest (

I) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or (II) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, a n d (

C) that is not a mutual fund, o r

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Chapter S-4 SECURITIES ACT 20 (ii) an issuer that is desi gnated as a non-redeemable investment fund under

section 10 or in accordance with the regulations, but does not include an issuer, or class of issuers, that is designated under

section 10 not to be a non-redeemable investment fund; (kk) “offering memorandum” means (

i) an offering memorandum that is required to be delivered under Alberta securities laws, or (ii) a document designated as an offering memorandum pursuant to an order made under

section 10; (ll) “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 or general manager, (ii) an individual who is designated as an officer under a bylaw or similar authority of the issuer or registrant, or (iii) an individual who perform s functions for a person or company similar to those normally performed by an individual referred to in subclause (

i) or (ii); (mm) “person” means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative; (nn) repealed 2008 c26 s2; (oo) “portfolio securities” mean s securities held or proposed to be purchased by a mutual fund; (pp) repealed 2003 c32 s2; (qq) repealed 2006 c30 s2; (rr) “promoter” means (

i) a person or company, acting alone or in conjunction with one or more other persons or companies or a combination of them, that, directly or indirectly, takes

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Chapter S-4 SECURITIES ACT 21 the initiative in founding, organizing or substantially reorganizing the business of the issuer, or (ii) a person or company that, directly or indirectly, receives in consideration of services or property, or both, (A) 10% or more of any cla ss of securities of the issuer, or (B) 10% or more of the proceeds from the sale of any class of securities of a particular issue, in connection with the founding, organizing or substantial reorganizing of the business of the issuer, but does not include a person or company that receives securities or proceeds solely (

C) as underwriting commissions, or (

D) in consideration of property transferred to the issuer, if that person or company does not otherwise take

part in founding, organizing or substantially reorganizing the business; (ss) repealed 2008 c26 s2; (tt) “proxy” means a completed and executed form of proxy by which a security holder has appointed a person or company as the security holder’s nominee to attend and act on the security holder’s behalf at a meeting of security holders; (uu) “quotation and trade repor ting 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 an exchange or a registered dealer; (uu.1) “recognized auditor over sight organization” means an auditor oversight organization recognized under

section 64.1; (vv) “recognized clearing agen cy” means a clearing agency recognized by the Commission under

section 67; (ww) “recognized exchange” mean s an exchange recognized by the Commission under

section 62;

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Chapter S-4 SECURITIES ACT 22 (xx) “recognized quotation and tr ade reporting system” means a quotation and trade reporting system recognized by the Commission under

section 68(1); (yy) “recognized self-regulatory organization” means a self-regulatory organization recognized by the Commission under

section 64; (yy.1) “recognized trade reposito ry” means a trade repository recognized by the Commission under

section 67.3; (zz) “records” include (

i) an account, book, return, statement, report, financial document or other memorandum of financial or non-financial information whether in writing or in electronic form or represented or reproduced by any other means, and (ii) the results of the recordin g of details of electronic data processing systems and programs to illustrate what the systems and programs do and how they operate; (aaa) “registrant” means a pers on or company registered or required to be registered under this Act or the regulations; (bbb) “regulations” means the re gulations made under this Act and, unless the context otherwise indicates, includes the rules; (bbb.1) “related der ivative” means, with respect to a security, a derivative that is related to the security because the derivative’s market price, value, delivery obligations, payment obligations or settlement obligations are, in a material way, derived from, referenced to or based on the market price, value, delivery obligations, payment obligations or settlement obligations of the security; (ccc) “reporting issuer” means an issuer (

i) that has issued voting secu rities on or after October 1, 1967 in respect of which a prospectus was filed and a receipt for it obtained under a predecessor of this Act or in respect of which a securities exchange take-over bid circular was filed under a predecessor of this Act, (ii) that has (

A) filed a prospectus for which the Executive Director has issued a receipt under this Act, or

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Chapter S-4 SECURITIES ACT 23 (

B) filed a securities exchange take-over bid circular under this Act on or before June 1, 1999, (iii) any of whose securities have been at any time since February 1, 1982 listed and posted for trading on an exchange recognized under

section 62 by the Commission regardless of when the listing and posting for trading commenced, (iv) that has exchanged its sec urities with another issuer or with the holders of the securities of that other issuer in connection with an amalgamation, merger, reorganization, arrangement, take-over bid or similar transaction if one of the parties to the amalgamation, merger, reorganization, arrangement, take-over bid or similar transaction was a reporting issuer at the time of the amalgamation, merger, reorganization, arrangement, take-over bid or similar transaction; (

v) that is declared, deemed or designated to be a reporting issuer pursuant to any other provision of Alberta securities laws; (vi) repealed 2016 c13 s2; (ddd) “rules” means the rules made by the Commission under

section 224 or under

section 211.6(2); (eee) repealed 2007 c10 s2; (fff) “Secretary” means the Secretary of the Commission and includes any person appointed by the Commission to act in the place of the Secretary; (ggg) “security” includes (

i) any document, instrumen t or writing commonly known as a security; (ii) any document constituting evidence of title to or interes t in the capital, assets, property, profits, earnings or royalties of any person or company; (iii) any document constituting evidence of an interest in an association of legatees or heirs; (iv) any document constituting evidence of an option, subscription or other interest in or to a security;

RSA 2000

Section 1

Chapter S-4 SECURITIES ACT 24 (

v) any 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) a contract of insuran ce issued by an insurance company, or (

B) an evidence of deposit issued by a financial institution; (vi) any 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 other than a contract issued by an insurance company that provides for payment at maturity of an amount of not less than 3/4 of the premiums paid by the purchaser for a benefit payable at maturity; (vii) any agreement under wh ich money received will be repaid or treated as a subscription to shares, stock, units or interests at the option of the recipient or of any person or company; (viii) any certificate of share o r interest in a trust, estate or association; (ix) any profit-sharing ag reement or certificate; (

x) any certificate of interest in an oil, natural gas or mining lease, claim or royalty voting trust certificate; (xi) any oil or natural gas r oyalties or leases or fractional or other interest in them; (xii) any collateral trust certificate; (xiii) any income or annuity contract not issued by an insurance company; (xiv) any investment contract; (xv) any document constituting evidence of an interest in a scholarship or educational plan or trust; (xvi) a derivative or class of d erivatives designated to be a security pursuant to an order made under

section 10,

RSA 2000

Section 1

Chapter S-4 SECURITIES ACT 25 whether or not any of them relate to an issuer or proposed issuer, but does not include anything designated not to be a security pursuant to an order under

section 10 or a security or class of securities prescribed not to be a security; (hhh) “self-regulatory organization” means a person or company that is organized for the purpose of regulating the operations and the standards of practice and business conduct of its members; (iii) repealed 2006 c30 s2; (jjj) “trade” includes (

i) any sale or disposition of a security for valuable consideration, whether the terms of payment are on margin, instalment or otherwise, but does not include (

A) a purchase of a security, or (

B) except as provided in subclause (v), a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a bona fide debt; (ii) entering into a derivative or making a material amendment to, terminating, assigning, selling or otherwise acquiring or disposing of a derivative; (ii.1) a novation of a derivativ e, other than a novation with a clearing agency; (iii) any participation as a tra der in any transaction in a security or a derivative through the facilities of an exchange or a quotation and trade reporting system; (iv) the receipt by a registrant of an order to buy or sell a security or an order to buy, sell, enter into, amend, terminate, assign or novate a derivative; (

v) any transfer, pledge or en cumbrancing of securities of an issuer from the holdings of a control person for the purpose of giving collateral for a bona fide debt; (vi) any act, advertisement, solicitation, conduct or negotiation made directly or indirectly in furtherance of anything referred to in subclauses (

i) to (v); (jjj.1) “trade repository” means a person or company that collects and maintains reports of completed trades of derivatives by other persons and companies;

RSA 2000

Section 2

Chapter S-4 SECURITIES ACT 26 (kkk) “underwriter” means a person or company that, (

i) as principal, agrees to pur chase securities with a view to distribution, or (ii) as agent, offers for sale or sells securities in connection with a distribution, and includes a person or company that has a direct or indirect participation in the distribution, but does not include, (iii) 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, (iv) 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, (

v) a company that, under the laws of the jurisdiction to which it is subject, purchases its shares and resells them, or (vi) a bank listed in

Schedule I, II or III of the Bank Act (Canada) with respect to the securities described in the regulations and to those banking transactions designated by the regulations; (lll) “voting security” means an y security other than a debt security of an issuer carrying a voting right under all circumstances or under some circumstances that have occurred and are continuing.

RSA 2000 cS-4 s1;RSA 2000 cI-3 s869;2002 cA-4.5 s73; 2003 c32 s2;2004 cI-1.5 s5;2005 c18 s2;2006 c30 s2; 2007 c10 s2;2008 c26 s2;2010 c10 s2;2011 c7 ss2,18; 2014 c3 ss2,28;2014 c17 s2;2015 c11 s2;2016 c13 s2; 2018 c16 s2;2021 c16 s8;2025 c20 s13 Affiliation 2 A person or company is affiliated with another person or company if one of them is the subsidiary of the other or if each of them is controlled by the same person or company. RSA 2000 cS-4 s2;2014 c17 s3 Control 3 A person or company is considered to control another person or company if the person or company, directly or indirectly, has the

RSA 2000

Section 4

Chapter S-4 SECURITIES ACT 27 power to direct the management and policies of the other person or company by virtue of (

a) the ownership or direction of voting securities of the other person or company, (

b) a written agreement or trust instrument, (

c) being the general partner or controlling the general partn er of the other person or company, or (

d) being the trustee of the other person or company. RSA 2000 cS-4 s3;2004 cI-1.5 s5 Subsidiary 4 A subsidiary is an issuer that is controlled by one or more other issuers. RSA 2000 cS-4 s4;2014 c17 s4 Beneficial ownership 5 A person is deemed to beneficially own securities that are beneficially owned (

a) by an issuer controlled by that person, (

b) by an affiliate of an issuer described in subsection (a), (

c) by an affiliate of that person, or (

d) through a trustee, legal representative, agent or other intermediary of that person. RSA 2000 cS-4 s5;2005 c18 s3;2015 c11 s3 Deemed beneficial ownership 6 An issuer is deemed to beneficially own securities that are beneficially owned by its affiliates. RSA 2000 cS-4 s6;2005 c18 s4 Deemed insiders of a mutual fund 7 The following are deemed to be an insider of a mutual fund: (

a) every management company of a mutual fund that is a reporting issuer; (

b) every distribution compan y of a mutual fund that is a reporting issuer; (

c) every insider of a management company or distribution company referred to in clauses (

a) and (b). 1981 cS-6.1 s7

RSA 2000

Section 9

Chapter S-4 SECURITIES ACT 28 7.1 Repealed 2006 c30 s3. 8 Repealed 2006 c30 s4. Special relationships 9 A person or company is in a special relationship with an issuer if (

a) the person or company is an insider, affiliate or associate of (

i) the issuer, (ii) a person or company that is considering or evaluating whether to make a take-over bid, as defined in

Part 14, or a person or company that is proposing to make a take-over bid, as defined in

Part 14, for the securities of the issuer, or (iii) a person or company that is considering or evaluating whether, or a person or company that is proposing, (

A) to become a party to a reorganization, amalgamation, merger or arrangement or a similar business combination with the issuer, or (

B) to acquire a substantial portion of the property of the issuer; (

b) the person or company has engaged, is engaging, is considering or evaluating whether to engage, or proposes to engage, in any business or professional activity with or on behalf of (

i) the issuer, or (ii) a person or company describ ed in clause (a)(ii) or (iii); (

c) the person is a director, officer or employee of (

i) the issuer, (ii) a subsidiary of the issuer, (iii) a person or company that controls the issuer, directly or indirectly, or (iv) a person or company descri bed in clause (a)(ii) or (iii) or (b);

RSA 2000

Section 10

Chapter S-4 SECURITIES ACT 29 (

d) the person or company learn ed of a material fact or material change with respect to the issuer while the person or company was a person or company described in clause (a), (

b) or (c); (

e) the person or company (

i) learns of a material fact or material change with respect to the issuer from any other person or company described in this section, including a person or company described in this clause, and (ii) knows or ought reasonably to know that the other person or company is a person or company in a special relationship with the issuer. RSA 2000 cS-4 s9;2014 c3 s3 Designation orders 10(1) The Commission may, if the Commission considers that it would not be prejudicial to the public interest to do so, make an order designating (

a) a good, article, service, r ight or interest, or a class of those, as a commodity, (a.1) a document or class of documents to be, or not to be, an offering memorandum, (

b) repealed 2014 c3 s4, (

c) a person or company as an insider, (

d) an issuer or a class of issuers to be, or not to be, a mut ual fund, (d.1) a rating or a class of ratings to be, or not to be, a cr edit rating, (d.2) a person or company or a class of persons or companies to be, or not to be, a credit rating organization, (d.3) the minimum designated rating or ratings required from a credit rating organization, (

e) an issuer or a class of issuers to be, or not to be, a non-redeemable investment fund, and (

f) an issuer or a class of iss uers to be, or not to be, a reporting issuer,

RSA 2000

Section 11

Chapter S-4 SECURITIES ACT 30 (

g) a security, or a class of securities, to be a derivative; (

h) a derivative, or class of derivatives, not to be a derivative; (

i) a derivative, or class of derivatives, to be a security; (

j) a security, or class of sec urities, not to be a security.

(2) An order made under subsection (1) may be made by the Commission on its own motion or on the application of an interested person or company. RSA 2000 cS-4 s10;2004 cI-1.5 s5;2005 c18 s5; 2010 c10 s3;2011 c7 ss3,18;2014 c3 s4

Part 1 Alberta Securities Commission The Alberta Securities Commission 11(1) The Alberta Securities Commission is continued and is responsible for the administration of Alberta securities laws.

(2) The Commission is a corporation consisting of the members of the Commission appointed by the Lieutenant Governor in Council.

(3) The Commission has, for the purposes of carrying out its functions and duties under this or any other enactment, the capacity and the rights, powers and privileges of a natural person. RSA 2000 cS-4 s11;2008 c26 s19 Bylaws 12(1) The Commission may make bylaws governing the administration and management of the business and affairs of the Commission.

(2) The Regulations Act does not apply to a bylaw made under this section. 1995 c28 s4 Chair and Vice-chair 13(1) The Lieutenant Governor in Council (

a) shall designate one of the members of the Commission as the Chair of the Commission, (

b) may designate one or more members of the Commission as a Vice-chair of the Commission, and (

c) may designate one of the members of the Commission as the lead independent member, with the powers, duties and functions prescribed by the Lieutenant Governor in Council.

RSA 2000

Section 14

Chapter S-4 SECURITIES ACT 31

(1.1) The lead independent member may not be the Chair or a Vice-chair of the Commission.

(2) The Chair is the chief executive officer of the Commission.

(3) If the office of the Chair is vacant or if the Chair is absent or unable to act for any reason, a Vice-chair shall serve as Chair. RSA 2000 cS-4 s13;2003 c32 s3;2005 c18 s6 Remuneration 14 The remuneration payable to the Chair, Vice-chair and members of the Commission shall be set by the Commission in accordance with any applicable regulations under the Alberta Public Agencies Governance Act.

RSA 2000 cS-4 s14;2005 c18 s7;2009 cA-31.5 s70 Continuation in office 14.1(1) If a member of the Commission resigns or a member’s appointment expires, the Chair may authorize that individual to continue to exercise powers as a member of the Commission in any proceeding over which that member had jurisdiction immediately before the end of that member’s term.

(2) An authorization under subsection (1) continues until a final decision in that proceeding is made.

(3) Section 14 applies to a person who performs duties under subsection (1). 2005 c18 s8 Acting members of Commission 15(1) The Lieutenant Governor in Council may from time to time nominate one or more persons from among whom acting members of the Commission may be selected.

(2) When in the Chair’s opinion it is necessary or desirable for the proper and expeditious performance of the Commission’s duties, the Chair may name a person nominated under subsection (1) as an acting member of the Commission for a period of time, during any circumstance or for the purpose of any matter before the Commission.

(3) An acting member has, during the period, under the circumstances or for the purpose for which the person is named an acting member, all the powers, and may perform all duties, of a member of the Commission. 1988 c7 s1(4);1995 c28 s6 Staff 16 The Commission may

RSA 2000

Section 17

Chapter S-4 SECURITIES ACT 32 (

a) appoint (

i) an Executive Dir ector of the Commission, (ii) a Secretary of the Commission, and (iii) any other employees t hat it considers necessary, a n d (

b) obtain the services of persons having technical or professional knowledge required by the Commission in connection with its business. 1988 c7 s1(4);1995 c28 s7 Duties of the Executive Director 17(1) The Executive Director is the chief administrative officer of the Commission.

(2) The Executive Director may authorize an employee of the Commission to do any act or thing required or permitted to be done by the Executive Director under this Act, the regulations or any other Act.

(3) An authorization under subsection (2) may be (

a) general or applicable to a particular case, and (

b) conditional or unconditional.

(4) Notwithstanding that the Executive Director has given an authorization under this section, the Executive Director may do the act or thing in respect of which the authorization was given. 1995 c28 s7 Duties of the Secretary 18(1) The Secretary is responsible for carrying out the duties imposed on the Secretary by this Act, the regulations, any other Act or the Commission.

(2) The Secretary may (

a) accept service of all notices and other documents on behalf of the Commission, (

b) when required, provide to the Court of Appeal the record o f proceedings held before the Commission, and

RSA 2000

Section 19

Chapter S-4 SECURITIES ACT 33 (

c) certify any decision made by the Commission or the Executive Director or any document, record or thing used in connection with a hearing or other proceeding.

(3) A certificate purporting to be signed by the Secretary is, without proof of the office or signature, admissible in evidence, so far as it is relevant, for all purposes in any action, hearing, prosecution or other proceeding. 1995 c28 s7 Financial matters re Commission 19(1) All fees, costs, administrative penalties under

section 199, settlement money and other revenue arising with respect to the administration of Alberta securities laws or any other enactments administered by the Commission are the revenues of the Commission.

(2) All money from any source that is received by and all money that is payable to the Commission belongs to the Commission.

(3) Any income earned from the money of the Commission accrues to and belongs to the Commission.

(4) The Commission (

a) shall open and operate bank accounts in its own name and shall deposit all money received by the Commission into those bank accounts; (

b) shall from the money recei ved by the Commission make disbursements and pay all of the expenditures and liabilities incurred by the Commission; (

c) may borrow money for the purposes of carrying out its business; (

d) may invest money for the purposes of carrying out its business; (

e) may be a participant under

section 40 of the Financial Administration Act.

(5) Notwithstanding subsections (1) and (2), money that is received by the Commission from administrative penalties under

section 199 may be expended only for the purposes of educating investors and promoting or otherwise enhancing knowledge and information of persons regarding the operation of the securities and financial markets. RSA 2000 cS-4 s19;2003 c32 s4;2004 c7 s19;2008 c26 s19; 2010 c10 s4

RSA 2000

Section 20

Chapter S-4 SECURITIES ACT 34 Annual report 20(1) The Commission shall, after the end of the Commission’s fiscal year, prepare and deliver to the Minister a report consisting of (

a) a

summary of the nature and number of (

i) filings under this Act and the regulations, (ii) registrations under this Act and the regulations, and (iii) enforcement proceedings t aken under this Act and the regulations, (

b) a general commentary on t he law concerning securities and derivatives and on the practice and development of that law, (

c) information similar to that required under clause (

a) in respect of other statutes administered by the Commission, (

d) audited financial statements, and (

e) other information as requested by the Minister or Lieutena nt Governor in Council.

(2) On receiving a report delivered to the Minister under subsection (1), the Minister shall, (

a) if the Legislative Assembly is sitting when the report is received by the Minister, lay the report before the Assembly, or (

b) if the Legislative Assembly is not sitting when the report is received by the Minister, lay the report before the Assembly within 15 days after the commencement of the sitting next following the receipt of the report. RSA 2000 cS-4 s20;2014 c3 s28 Agent of the Crown 21(1) The Commission is for the purposes of this Act and the regulations an agent of the Crown in right of Alberta, and the powers of the Commission provided for under this Act and the regulations may be exercised by the Commission only as an agent of the Crown.

(2) An action or other legal proceedings in respect of a right or obligation acquired or incurred by the Commission on behalf of the Crown in right of Alberta, whether in the name of the Commission or in the name of the Crown in right of Alberta, may be brought by or taken against the Commission in the name of the Commission in

RSA 2000

Section 22

Chapter S-4 SECURITIES ACT 35 any court that would have jurisdiction if the Commission were not an agent of the Crown. 1995 c28 s7;2000 c17 s5 Delegation of power 22(1) The Commission may authorize in writing any member of the Commission, including the Chair or a Vice-chair, to do any act or thing required or permitted to be done by the Commission under this Act, the regulations or any other Act.

(2) Where a member of the Commission is authorized to do any act or thing under subsection (1), any decision made by that member in respect of that act or thing has the same force and effect as if the decision were made by the Commission.

(3) For the purposes of sections 144, 145, 153 and 212(2) of this Act, sections 1(7), 229(2) and 244(2) of the Cooperatives Act and sections 3(3), 156(2) and 171(3) of the Business Corporations Act, the Chair, a Vice-chair or any member of the Commission may, unless otherwise requested by the applicant, act alone in exercising and performing the powers and duties of the Commission.

(4) The Commission may authorize in writing the Executive Director or any other individual employed by the Commission to do any act or thing required or permitted to be done by the Commission under this Act, the regulations or any other Act.

(5) A written authorization made under subsection (1) or (4) may be (

a) general or applicable to a particular case, and (

b) conditional or unconditional.

(6) Notwithstanding that the Commission has given an authorization under this section, the Commission may do the act or thing in respect of which the authorization was given.

(7) Notwithstanding anything in this section, the Commission shall not make an authorization under this

section authorizing one or more members of the Commission or the Executive Director to make rules. RSA 2000 cS-4 s22;2001 cC-28.1 s469;2006 c30 s5;2008 c26 s3 Sitting in panels 23(1) The Chair may designate 2 or more members of the Commission to sit as a panel of the Commission and may direct the panel to conduct any hearing, review, inquiry or other proceeding that the Commission itself could conduct under this Act or the regulations or any other enactments.

RSA 2000

Section 24

Chapter S-4 SECURITIES ACT 36

(2) Two members constitute a quorum at a sitting of a panel of the Commission.

(3) A decision or other action made or taken at a sitting of a panel of the Commission at which a quorum is present is the decision or action of the Commission and binds all members of the Commission.

(4) A panel of the Commission has, with respect to its duties, the same jurisdiction as that of the Commission and may exercise and perform all the powers of the Commission under this or any other Act with respect to a hearing, review, inquiry or other proceeding that it is directed to conduct and for that purpose any reference in this or any other Act to the Commission is deemed to be a reference to a panel of the Commission.

(5) The Chair may designate a member of a panel of the Commission to preside at any sitting of the panel at which the Chair is not present.

(6) A panel of the Commission shall conduct its sittings separately from those of another panel of the Commission being conducted at the same time.

(7) Where a hearing, inquiry or other proceeding is conducted by a panel of the Commission and one or more members of the panel do not for any reason attend on any day or part of a day, the remaining members present may, if they constitute a quorum of the panel, continue with the hearing, inquiry or proceeding. 1981 cS-6.1 s15;1988 c7 s1(41);1995 c28 s8;2000 c17 s6 Extra-provincial power of Commission 24(1) Where permitted to do so by another jurisdiction, (

a) the Commission is, with respect to any matter coming under the purview of the Commission by virtue of this Act, empowered to exercise and perform those powers and duties in that other jurisdiction that the Commission can exercise and perform in Alberta, and (

b) the Executive Director is, with respect to any matter coming under the purview of the Executive Director by virtue of this Act, empowered to exercise and perform those powers and duties in that other jurisdiction that the Executive Director can exercise and perform in Alberta.

(2) The Commission, in conjunction with an extra-provincial commission or an official of an extra-provincial commission, may hold hearings outside Alberta with respect to any matter that would

RSA 2000

Section 25

Chapter S-4 SECURITIES ACT 37 be within the jurisdiction of the Commission if the hearing were held in Alberta.

(3) The Executive Director, in conjunction with an extra-provincial commission or an official of an extra-provincial commission, may hold hearings outside Alberta with respect to any matter that would be within the jurisdiction of the Executive Director if the hearing were held in Alberta. 1981 cS-6.1 s16;1988 c7 s1(5);1995 c28 s62 Extra-provincial commissions 25(1) An extra-provincial commission or an official of an extra-provincial commission may hold hearings together with (

a) the Commission with respect to any matter coming within the jurisdiction of the Commission, or (

b) the Executive Director with respect to any matter coming within the jurisdiction of the Executive Director.

(2) For the purpose of holding a hearing under this section, (

a) any powers to be exercised (

i) in respect of a hearing held with the Commission shall be exercised by the Commission, and (ii) in respect of a hearing he ld with the Executive Director shall be exercised by the Executive Director, a n d (

b) section 29 applies as if the matter being heard were being heard solely by the Commission or the Executive Director, as the case may be.

(3) When a hearing is held under this section, only those decisions made by the Commission or the Executive Director, as the case may be, shall be implemented within Alberta. 1981 cS-6.1 s17;1988 c7 s1(5);1995 c28 s62 Evidence taken outside Alberta 26(1) The Commission or the Executive Director may apply to the Court of King’s Bench for an order (

a) appointing a person to take the evidence of a witness outs ide Alberta for use in an investigation or hearing before the Commission, and

RSA 2000

Section 27

Chapter S-4 SECURITIES ACT 38 (

b) providing for the issuance of a written request directed to the judicial authorities of the jurisdiction in which the witness is to be found for the issuance of any process as is necessary (

i) to compel the person to attend to give testimony on oath or otherwise before the person appointed under clause (a), and (ii) to produce documents, record s and things relevant to the subject-matter of the investigation or hearing.

(2) The practice and procedure in connection with (

a) an appointment under this section, (

b) the taking of evidence, and (

c) the certifying and return of the appointment shall, to the extent possible, be the same as those that govern similar matters in civil proceedings in the Court of King’s Bench in Alberta.

(3) Unless the Court otherwise provides, the making of an order under subsection (1) does not determine whether evidence obtained pursuant to the order is admissible in a hearing before the Commission.

(4) Nothing in this

section shall be construed so as to limit any power that the Commission may have to obtain evidence outside Alberta by any other means including under any other enactment or by the operation of law. RSA 2000 cS-4 s26;AR 217/2022 Evidence taken in Alberta by other securities regulatory agencies 27(1) Where (

a) a securities commission or other body is empowered by statute to administer or regulate securities in a jurisdiction outside Alberta, and (

b) the Court of King’s Bench i n Alberta is satisfied that a court or tribunal of competent jurisdiction in a jurisdiction outside Alberta has properly authorized that securities commission or other body to obtain testimony and evidence in Alberta from a witness located in Alberta, the Court of King’s Bench in Alberta may

RSA 2000

Section 28

Chapter S-4 SECURITIES ACT 39 (

c) order the attendance of the witness for the purpose of being questioned, (

d) order the production of any record, document or thing mentioned in the order, and (

e) give directions as to the time and place of the questioning and all other matters with respect to the questioning as the Court of King’s Bench considers appropriate.

(2) In making an order under subsection (1), the Court of King’s Bench may, insofar as the Court considers appropriate, order that the questioning of the witness (

a) be before a person appoin ted in accordance with the directions of, and (

b) be carried out in the manner provided for by, the court or tribunal of the jurisdiction outside Alberta that authorized the obtaining of the testimony and evidence in Alberta. RSA 2000 cS-4 s27;2009 c53 s169;AR 217/2022 Engaging experts 28(1) The Commission or the Executive Director may engage persons to provide services and to advise, or to inquire into and report back on matters referred to that person by, the Commission or the Executive Director.

(2) The Commission or the Executive Director (

a) may submit any documents, records or things to one or more persons engaged under subsection (1) for examination, and (

b) m a y (

i) summon and enforce the attendance of witnesses before, and (ii) compel witnesses to produce documents, records and things to a person engaged under subse ction (1) in the same manner as if the Commission or the Executive Director were conducting a hearing.

(3) A person engaged under this

section may be paid remuneration and living and travelling expenses in amounts determined by the Commission or the Executive Director, as the case may be. 1981 cS-6.1 s18;1988 c7 s1(41);1991 c33 s3;1995 c28 s62

RSA 2000

Section 29

Chapter S-4 SECURITIES ACT 40 Conduct of hearings 29 For the purpose of a hearing before the Commission or the Executive Director, as the case may be, the following applies: (

a) except where otherwise provided for in this Act or the regulations, notice in writing of the time, place and purpose of the hearing shall be sent to the person or company that is the subject of the hearing; (

b) except where otherwise provided for in this Act or the regulations, in addition to any other person or company to whom notice is required to be sent under clause (a), notice in writing of the time, place and purpose of the hearing shall be sent to any person or company that, in the opinion of the Commission or the Executive Director, as the case may be, is substantially affected by the hearing; (

c) the Commission or the Exec utive Director, as the case may be, has the same power as is vested in the Court of King’s Bench for the trial of civil actions (

i) to summon and enforce the attendance of witnesses, (ii) to compel witnesses to give evidence on oath or otherwise, and (iii) to compel witnesses to produce documents, records, securities, derivatives, contracts and things; (

d) the failure or refusal of a person summoned as a witness under clause (

c) to attend the hearing, to answer questions or to produce documents, records, securities, derivatives, contracts and things that are in that person’s custody or possession makes that person, on application to the Court of King’s Bench by the Commission or the Executive Director, as the case may be, liable to be committed for contempt by the Court of King’s Bench in the same manner as if that person were in breach of an order or judgment of that Court; (

e) the Commission or the Exec utive Director, as the case may be, shall receive that evidence that is relevant to the matter being heard; (

f) the laws of evidence appli cable to judicial proceedings do not apply; (

g) all oral evidence received shall be taken down in writing or recorded by electronic means;

RSA 2000

Section 30

Chapter S-4 SECURITIES ACT 41 (

h) the originating document, all evidence taken down in writing or recorded by electronic means, all documents and things received in evidence at a hearing and in addition, in the case of a hearing before the Executive Director, all orders and decisions together with any associated statement of reasons, form the record of the proceeding; (

i) if, in the opinion of the Commission or the Executive Director, as the case may be, the decision made after a hearing adversely affects the right of a person or company to trade in securities or derivatives, written reasons for the decision shall be issued; (

j) notice of every decision together with a copy of the writt en reasons for it, if any, shall be promptly sent to (

i) the persons or companies to whom notice of the hearing was sent, and (ii) any person or company that, in the opinion of the Commission or the Executive Director, as the case may be, is substantially affected by it; (

k) a person or company appearing at a hearing may be represented by legal counsel; (

l) a hearing is open to the public unless the Commission or the Executive Director, as the case may be, considers that it is in the public interest to order otherwise; (

m) matters relating to compellin g the attendance of witnesses, including the payment of fees, expenses and allowances, are to be determined in accordance with the regulations. RSA 2000 cS-4 s29;2009 c53 s169;2010 c10 s5;2014 c3 s28; 2014 c17 s5;2016 c13 s3;AR 217/2022 Referral by Executive Director 30(1) The Executive Director may at any time refer any matter to the Commission for its consideration.

(2) On the referral of a matter to the Commission under subsection (1), the Commission may conduct a hearing into the matter and may make an order in respect of the matter or by order or otherwise give any advice and direction to the Executive Director in respect of the matter that the Commission considers appropriate in the circumstances. 1991 c33 s4;1995 c28 s62

RSA 2000

Section 31

Chapter S-4 SECURITIES ACT 42 Jurisdiction 31 The Commission has the jurisdiction to determine all questions of fact or law that arise in any matter before it. 1999 c15 s7 Decision made without a hearing 32 If, under this Act, (

a) a person or company (

i) was given an opportunity to have a hearing, and (ii) declined to have a hearing, a n d (

b) the Commission or the Exec utive Director makes a decision in respect of the matter for which the person or company was given the opportunity to have a hearing, the Commission or the Executive Director, as the case may be, shall send a copy of the decision to that person or company and to any other person or company, that in the opinion of the Commission or the Executive Director making the decision, will likely be affected by the decision. 1981 cS-6.1 s20;1988 c7 s1(41)(43);1995 c28 s11 Interim orders 33(1) Notwithstanding anything in this Act, where (

a) t h i s A c t (

i) permits the Commission o r the Executive Director to make a decision after conducting a hearing or after giving a person or company an opportunity to have a hearing, or (ii) creates an offence, a n d (

b) the Commission or the Executive Director considers that th e length of time required to conduct a hearing, or a trial in respect of an offence, and to render a decision could be prejudicial to the public interest, the Commission or the Executive Director may make an interim order at any time with or without conducting a hearing on notice to a person or company against whom the order is sought.

RSA 2000

Section 33

Chapter S-4 SECURITIES ACT 43

(2) If the Commission or the Executive Director makes an interim order under subsection (1) without conducting a hearing on notice to a person or company against whom the order is sought, (

a) unless the order otherwise provides, the order takes effect immediately on being made, (

b) the order expires 15 days from the day that it takes effec t, and (

c) the Commission or the Exec utive Director, as the case may be, shall send to each person or company named in the interim order (

i) a copy of the interim order, (ii) any evidence admitted in support of the interim order, and (iii) an accompanying notice of hearing in respect of the extension of the interim order pursuant to subsection (4), if applicable.

(3) If the Commission or the Executive Director makes an interim order under subsection (1) after conducting a hearing on notice to a person or company against whom the order is made, the order takes effect immediately and remains in effect (

a) for the period of time specified in the order, or (

b) until any proceeding initiated pursuant to this Act, inclu ding a trial in respect of an offence, is finally determined or otherwise concluded.

(4) Before the expiry of an interim order, the Commission or the Executive Director, as the case may be, may extend an interim order for a specified period of time, or until any proceeding initiated pursuant to this Act, including a trial in respect of an offence, is finally determined or otherwise concluded, if (

a) the Commission or the Exec utive Director provides the person or company named in that order with an opportunity to be heard, and (

b) the Commission or the Executive Director considers that th e length of time required to conduct a hearing, or a trial in respect of an offence, and to render a decision could be prejudicial to the public interest. RSA 2000 cS-4 s33;2014 c17 s6;2015 c11 s4

RSA 2000

Section 33.1

Chapter S-4 SECURITIES ACT 44 Failure to comply with filing requirements 33.1(1) Notwithstanding

section 198(3), for the reasons set out in subsection (2), the Commission or the Executive Director may, without providing an opportunity to be heard, order one or more of the following: (

a) that trading or purchasing cease in respect of any security or derivatives as specified in the order; (

b) that a person or company cease trading in or purchasing securities, derivatives, specified securities or a class of securities or derivatives as specified in the order.

(2) The Commission or the Executive Director may make an order under subsection (1) if the issuer of the security, the exchange on which the derivatives is traded or the person or company in respect of which the order is made (

a) fails to file a document required to be filed under Albert a securities laws, or (

b) files a document required to be filed under Alberta securi ties laws that has not been completed in accordance with Alberta securities laws.

(3) The Commission or the Executive Director, as the case may be, shall send to each person and company named in the order under subsection (1) (

a) written notice of the order, and (

b) written notice of a revo cation of the order, if any. 2006 c30 s6;2010 c10 s6;2014 c3 ss27,28;2014 c17 s7 Halt trade 33.2(1) If (

a) the Commission or the Executive Director (

i) considers that there are unusual fluctuations in the volume of trading in, or market price of, a security or derivative, (ii) becomes aware of informa tion, other than information filed under Alberta securities laws, that when disclosed to the public may cause or is likely to cause unusual fluctuations in the volume of trading in, or market price of, a security or derivative,

RSA 2000

Section 33.2

Chapter S-4 SECURITIES ACT 45 (iii) considers that there may have been a material change in respect of an issuer that, when disclosed, could significantly affect the market price of a security issued by that issuer, (iv) considers that circumstan ces exist or are about to occur that could result in other than an orderly trading of a security or derivative, or (

v) considers that there is inadequate, inaccurate or misleading information about an issuer that has been or is being disseminated to the public and that could harm investors, a n d (

b) the Commission or the Execut ive Director considers it to be in the public interest, the Commission or Executive Director may, without providing an opportunity to be heard, order that all trading in that security or derivative be halted for a specified period not longer than 15 business days.

(2) Notice of every order made under subsection (1) must be sent immediately to the issuer whose securities are affected by it.

(3) If (

a) a security affected by an o rder made under subsection (1) is listed and posted for trading on an exchange in Alberta, or (

b) a derivative affected by an order made under subsection (1) is traded on an exchange in Alberta, the Commission or Executive Director, as the case may be, must immediately send written notice of the order to the exchange, and the order becomes effective, for all purposes and in respect of all persons, as soon as the exchange receives the notice.

(4) If the Commission or the Executive Director considers it necessary and in the public interest, the Commission or Executive Director may, after providing the issuer whose securities are affected by it with an opportunity to be heard, make an order extending the order made under subsection (1) for a specified period of time or until any proceeding initiated pursuant to this Act is finally determined or otherwise concluded. 2014 c17 s8;2016 c13 s4;2025 c20 s13

RSA 2000

Section 34

Chapter S-4 SECURITIES ACT 46 Orders subject to terms or conditions 34(1) A decision made by the Commission may be made subject to those terms and conditions or either of them that the Commission considers necessary.

(2) A decision made by the Executive Director may be made subject to those terms and conditions or either of them that the Executive Director considers necessary. 1981 cS-6.1 s22;1988 c7 s1(41)(43);1995 c28 s62 Appeal from decision 35(1) A person or company directly affected by a decision of the Executive Director may appeal that decision to the Commission.

(2) Notwithstanding subsection (1), the Commission may, on its own motion, within 30 days from the day that the Executive Director made a decision, review that decision.

(3) Notwithstanding

section 36(4), the Executive Director may be present and make representations at an appeal of the Executive Director’s decision. 1981 cS-6.1 s24;1988 c7 s1(41)(43);1995 c28 ss13,62; 1999 c15 s9 Appeals to the Commission 36(1) To commence an appeal to the Commission, the appellant shall, within 30 days from the day on which the written notice of the decision is served on the appellant, serve a written notice of appeal on the Commission.

(2) Notwithstanding subsection (1), the Commission may, on application by the appellant during the appeal period prescribed in subsection (1), extend the appeal period if the Commission considers that it would not be prejudicial to the public interest to do so.

(3) On conducting an appeal, the Commission may, by order, (

a) make any decision that the person who heard the matter in the first instance could have made and substitute the Commission’s decision for the decision of that person; (

b) confirm, vary or reject the decision; (

c) direct the person whose decision is being appealed to re-hear the matter.

(4) The Commission may, if the Commission considers that it is in the public interest to do so, permit the person whose decision is

RSA 2000

Section 37

Chapter S-4 SECURITIES ACT 47 being appealed to be present and make representations at the appeal.

(5) Notwithstanding that a person or company requests an appeal, the decision under appeal takes effect immediately unless the Commission grants a stay until disposition of the appeal. RSA 2000 cS-4 s36;2014 c17 s9 Notice of review 37 Prior to conducting a review referred to in

section 35(2), the Commission shall notify (

a) the Executive Director, and (

b) any person or company that, in the opinion of the Commission, is directly affected by the decision of the Executive Director, of the Commission’s intention to conduct the review. 1999 c15 s10 Appeal to Court of Appeal 38(0.1) In this section, “sanction or costs decision” means an order of the Commission under

section 198, 199 or 202.

(1) A person or company directly affected by a decision of the Commission may appeal the decision to the Court of Appeal unless the decision of the Commission is an order (

a) granting an exemption from prospectus or registration requirements pursuant to

section 144 or 213 or a regulation, (

b) deeming a trade, an intended trade, a type of trade or a c lass of trades or intended trades to be a distribution pursuant to

section 144 or a regulation, or (

c) declaring whether a distribu tion has been concluded or is still in progress pursuant to

section 144.

(2) An appeal under this

section shall be commenced by filing a notice of appeal with the Court of Appeal (

a) for a decision that provides for a subsequent sanction or costs decision, within 45 days after the day the sanction or costs decision is made, and (

b) for any other decision, with in 45 days after the day the decision is made.

RSA 2000

Section 39

Chapter S-4 SECURITIES ACT 48

(3) A copy of the notice of appeal shall be served on the Commission within the time period referred to in subsection (2).

(4) The Secretary shall certify to the registrar of the Court of Appeal a list of the contents of the record of proceedings before the Commission, including (

a) the decision that has been made by the Commission, (

b) the order of the Commission, together with any statement o f reasons for it, (

c) the transcripts of, and the exhibits tendered into evidenc e during, the proceedings before the Commission, and (

d) all written submissions to the Commission and other material, if any, that is relevant to the appeal.

(5) The practice and procedure in the Court of Appeal in respect of an appeal shall be the same as on an appeal from a judgment of the Court of King’s Bench in an action.

(6) The Court of Appeal may (

a) confirm, vary or reject the decision of the Commission, (

b) direct the Commission t o re-hear the matter, or (

c) make any decision that the Commission could have made and substitute its decision for that of the Commission.

(7) The Commission is the respondent to an appeal under this section. RSA 2000 cS-4 s38;2011 c7 s4;2014 c17 c10;2021 c16 s8; AR 217/2022 Policy Advisory Committee 39 The Minister may appoint a committee to be known as the “Policy Advisory Committee” to advise the Minister and the Commission on matters referred to the Committee by the Minister. 1981 cS-6.1 s27;1984 c64 s7;1988 c7 s1(7);1995 c28 s62

Part 2 Investigations Production of records 40(1) In this section, “party” means

RSA 2000

Section 40

Chapter S-4 SECURITIES ACT 49 (

a) a registrant, or a person o r company, or a class of persons or companies, exempted from the requirement to be registered under this Act, (

b) a reporting issuer, or a person or company who has filed a preliminary prospectus, (

c) a director, officer or promoter of an issuer, (

d) a transfer agent or registr ar of securities of an issuer, (

e) a recognized exchange, (

f) a recognized self-regulatory organization, (

g) a recognized clearing agency, (

h) a recognized quotation and trade reporting system, (

i) a manager or a custodian of assets, shares or units of an investment fund, (

j) a designated rating organization, (j.1) a designated benchmark administrator, (j.2) a benchmark contributor, (j.3) a designated information processor, (

k) a recognized trade repository, (

l) a recognized auditor oversight organization, (

m) a person or company purport ing to distribute securities in reliance on an exemption under Alberta securities laws, (

n) a person or company that engages in investor relations activities, (

o) a trustee or general partn er of any person or company referred to in subsections (

a) to (k), (

p) a control person of an issuer described in subsection (b), (

q) an investment fund manager, (

r) the Canadian Investor Protection Fund, and (

s) any other person or company as determined by regulation.

RSA 2000

Section 41

Chapter S-4 SECURITIES ACT 50

(2) For any purposes related to the administration of Alberta securities laws, the Executive Director may, by an order that is applicable generally or that is directed to one or more parties, require a party to provide to the Executive Director the information, documents or records as set out in the order within the time prescribed in the order.

(3) The Executive Director may require verification by affidavit that the party has produced to the Executive Director all of the information, documents and records required pursuant to an order made under subsection (2). RSA 2000 cS-4 s40;2005 c18 s9;2006 c30 s7;2008 c26 s19; 2010 c10 s7;2014 c3 s5;2014 c17 s11;2018 c16 s3;2021 c16 s8 Investigation order 41(1) The Executive Director may, by order, appoint a person to make any investigation that the Executive Director considers necessary (

a) for the administration of Alberta securities laws, (

b) to assist in the administra tion of the securities or derivatives laws of another jurisdiction, (

c) in respect of matters rela ting to trading in securities or derivatives in Alberta, or (

d) in respect of matters in Alberta relating to trading in securities or derivatives in another jurisdiction.

(2) If an individual alleges under oath that a person or company has contravened Alberta securities laws, the Executive Director may, by order, appoint a person to make an investigation in respect of the allegation.

(3) In an order made under subsection (1) or (2), the Executive Director shall prescribe the scope of the investigation that is to be carried out under the order.

(4) For the purposes of an investigation ordered under this section, the person appointed to make the investigation may with respect to the person or company that is the subject of the investigation, investigate, inquire into and examine (

a) the affairs of that person or company, (

b) documents, records, correspondence, communications, negotiations, trades, transactions, investigations, loans, borrowings and payments to, by, on behalf of or in relation to or connected with that person or company,

RSA 2000

Section 42

Chapter S-4 SECURITIES ACT 51 (

c) the property, assets or things owned, acquired or alienate d in whole or in part by that person or company or by any person or company acting on behalf of or as agent for that person or company, (

d) the assets at any time held by, the liabilities, undertaki ngs and obligations at any time existing and the financial or other conditions at any time prevailing in respect of that person or company, and (

e) the relationship that may a t any time exist or have existed between that person or company and any other person or company by reason of (

i) investments, (ii) commissions promised, secured or paid, (iii) interests held or acquired, (iv) the loaning or borrowing of money, securities or other property, (

v) the transfer, negotiation or holding of securities or derivatives, (vi) interlocking directorates, (vii) common control, (viii) undue influence or control, or (ix) any other matter not refe rred to in clauses (

i) to (viii).

(5) For the purposes of an investigation under this section, a person appointed to make the investigation may examine any documents, records 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 any other person or company. RSA 2000 cS-4 s41;2007 c10 s4;2008 c26 s19;2010 c10 s8; 2014 c3 s6 Powers of investigators 42(1) The person appointed to make an investigation under

section 41 has the same power as is vested in the Court of King’s Bench for the trial of civil actions (

a) to summon and enforce the attendance of witnesses,

RSA 2000

Section 42

Chapter S-4 SECURITIES ACT 52 (

b) to compel witnesses to give evidence on oath or otherwise, and (

c) to compel witnesses to p roduce documents, records, securities, derivatives, contracts and things.

(1.1) Matters relating to compelling the attendance of witnesses, including the payment of fees, expenses and allowances, are to be determined in accordance with the regulations.

(2) A person appointed to make an investigation under

section 41 may (

a) make copies or cause copies to be made of any documents, records, securities, derivatives, contracts or things produced pursuant to subsection (1), and (

b) record by any means, electro nic or otherwise, any statement or evidence provided by a person, whether provided voluntarily or compelled under subsection (1), and may engage the services of a court reporter to make any such recording.

(3) The failure or refusal of a person summoned as a witness under subsection (1) to attend, to answer questions or to produce documents, records, securities, derivatives, contracts or things that are in that person’s custody or possession makes that person, on application to the Court of King’s Bench by the person making the investigation, liable to be committed for contempt by the Court of King’s Bench in the same manner as if that person were in breach of an order or judgment of that Court.

(4) Notwithstanding the Alberta Evidence Act, a bank or any officer or employee of the bank is not exempt from the operation of this section.

(5) A person giving evidence at an investigation under

section 41 may be represented by legal counsel.

(6) A justice who is satisfied that there are reasonable grounds to believe that the premises may contain anything that is related to the investigation may at any time by order authorize a person conducting an investigation under

section 41 (

a) to enter into and search premises, and (

b) to seize and take possessi on of any documents, records, securities, derivatives, contracts or things, related to the investigation.

RSA 2000

Section 42

Chapter S-4 SECURITIES ACT 53

(7) An application for an order under subsection (6) may be made ex parte unless the justice otherwise directs.

(7.01) In subsections (6) and (7), “justice” means a justice of the peace or a judge of the Court of Justice.

(7.1) A person or company (

a) who is subject to an investig ation under

section 41, and its employees and agents, or (

b) who is in charge of premises that are entered pursuant to an order under subsection (6), and every person who is in those premises, must give all assistance that is reasonably required by the person conducting the investigation under

section 41, or authorized to enter, search and seize pursuant to an order under subsection (6).

(7.2) A person authorized by an order under subsection (6) and any person acting under the direction of that person may enter on land and into buildings, except a private dwelling, for the purpose of entering premises referred to in the order.

(8) Documents, records, securities, derivatives, contracts or things seized under subsection (6) shall, at a time and place mutually convenient to the person or company from whom they were seized and the person making the investigation, be made available for inspection and copying by that person or company if a request for an opportunity to inspect or copy is made by that person or company to the person making the investigation.

(9) Where (

a) documents, records, secur ities, derivatives, contracts or things are seized under subsection (6)(b), and (

b) the matter for which the do cuments, records, securities, derivatives, contracts or things were seized is concluded, the Executive Director shall return those documents, records, securities, derivatives, contracts or things to the person from whom they were seized within 60 days from the day that the matter is concluded.

(10) If (

a) documents, records, secur ities, derivatives, contracts or things are seized under subsection (6)(b), and

RSA 2000

Section 43

Chapter S-4 SECURITIES ACT 54 (

b) the person from whom the documents, records, securities, derivatives, contracts or things are seized, alleges that the documents, records, securities, derivatives, contracts or things are not relevant in respect of the matter for which they were seized, that person may apply to the Court of King’s Bench for the return of the documents, records, securities, derivatives, contracts or things.

(11) On hearing an application under subsection (10), the Court of King’s Bench shall order the return of any documents, records, securities, derivatives, contracts or things that it determines are not relevant to the matter for which they were seized. RSA 2000 cS-4 s42;2009 c53 s169;2014 c3 s28;2015 c11 s5; 2016 c13 s5;2017 c12 s2;AR 217/2022;AR 75/2023 Appointment of experts 43(1) If an investigation is ordered under

section 41, the Executive Director may appoint persons having special technical or other knowledge or skills to assist and be responsible to the person appointed under

section 41.

(2) A person appointed under subsection (1) shall (

a) examine documents, reco rds, securities, derivatives, contracts and things of the person or company whose affairs are being investigated, and (

b) perform other duties, as required by the person carrying out the investigation. RSA 2000 cS-4 s43;2014 c3 s28 Report to Executive Director 44(1) Every person appointed under

section 41(1) or (2) shall provide the Executive Director with (

a) a full and complete report of the investigation including all transcripts of evidence and material in the person’s possession relating to the investigation, and (

b) interim reports as reques ted by the Executive Director.

(2) A report that is provided to the Executive Director under subsection (1) is absolutely privileged and is not admissible in evidence in any action, proceeding or prosecution.

(3) None of the following persons are compellable to give evidence in any court or in a proceeding of a judicial nature

RSA 2000

Section 45

Chapter S-4 SECURITIES ACT 55 concerning any information that comes to the knowledge of that person in the exercise of the powers, the performance of the duties or the carrying out of the functions of that person pursuant to this Part: (

a) a person appointed to make an investigation under

section 41; (

b) the Commission; (

c) a member of the Commission; (

d) the Executive Director; (

e) the Secretary; (

f) an employee of the Commission; (

g) a person referred to in

section 16(b).

(4) Notwithstanding subsections (2) and (3), where the Executive Director considers that it is in the public interest to do so, the Executive Director may by order at any time authorize the disclosure of any information, testimony, record, document, report or thing obtained pursuant to this Part subject to those terms and conditions that the Executive Director may impose. 1981 cS-6.1 s31;1988 c7 s1(42);1995 c28 s19 Investigation to be confidential 45 Anything acquired and all information or evidence obtained pursuant to an investigation is confidential and shall not be divulged except (

a) by a person or company to the person’s or company’s counsel, (

b) where authorized by the Executive Director, or (

c) as otherwise permitted by Alberta securities laws. RSA 2000 cS-4 s45;2008 c26 s19 Information 46(1) If the Executive Director considers that it would not be prejudicial to the public interest to do so, the Executive Director may, subject to subsections (2) and (3), provide information to and receive information from (

a) other securities or financi al regulatory authorities, trade repositories, clearing agencies, alternative trading systems, credit rating agencies, exchanges, self-regulatory

RSA 2000

Section 46.1

Chapter S-4 SECURITIES ACT 56 organizations, auditor oversight organizations, law enforcement agencies and other governmental or regulatory authorities in Canada and elsewhere, and any other agency or entity as determined by regulation, and (

b) any person or company acting on behalf of or providing services to the Commission or the Executive Director.

(2) The Commission or the Executive Director, or either of them, may, with respect to any personal information referred to in, dealt with or governed under

section 4(a), 5(1)(a)(ii) or 13(1)(

d) of the Protection of Privacy Act, collect that information, whether directly from the individual or by some other method, and disclose that information for the purposes of carrying out any duties and exercising any powers of the Commission or the Executive Director under this or any other Act.

(3) The Commission or the Executive Director may enter into an arrangement or agreement for the purposes of subsection (2).

(4) Any information received by the Commission or the Executive Director under this

section is confidential and shall not be disclosed except where authorized by the Executive Director. RSA 2000 cS-4 s46;2003 c32 s5;2014 c3 s7;2014 c17 s12; AR 141/2025 Prevalence over Access to Information Act 46.1(1) Subject to subsection (2), if anything in sections 44, 45, 46(4), 57.2, 57.3, 146 or 221(4), (5), (6) and (7) is inconsistent or in conflict with the Access to Information Act, those provisions prevail notwithstanding the Access to Information Act.

(2) Where information is collected or received pursuant to

section 44, 45, 46(4), 146 or 221(4), (5), (6) or (7), subsection (1) ceases to apply in respect of that information after 50 years has elapsed from the end of the year in which the information was collected or received. 2003 c32 s5;2010 c10 s9;2014 c17 s13;2018 c16 s4; AR 141/2025 Order to freeze property 47(1) The Executive Director may make an order as provided in subsection (2), (

a) if the Executive Director i s about to order an investigation in respect of a person or company under

section 41, (

b) at any time during or after the carrying out of an investigation under

section 41 in respect of a person or company,

RSA 2000

Section 47

Chapter S-4 SECURITIES ACT 57 (

c) i f (

i) the Commission has made, or (ii) the Executive Dir ector has reasonable grounds to believe that the Commission is about to make, an order under s ection 198 in respect of a person or company that trading in securities of an issuer or trading in derivatives shall cease, (

d) if the Commission has made, or the Executive Director has reasonable grounds to believe that the Commission is about to make, a decision (

i) suspending or cancelling the registration of any person or company, or (ii) affecting the right of any person or company to trade in securities or derivatives, o r (

e) if there is evidence of a contravention by a person or company of (

i) Alberta securities laws, or (ii) of the provision of any statute, other than this Act, tha t relates to the trading of securities or derivatives.

(2) If subsection (1) applies, the Executive Director may make an order doing one or more of the following: (

a) directing a person or company having on deposit, under control or for safekeeping any funds, securities, derivatives or other property of the person or company referred to in subsection (1)(

a) to (

e) to hold the funds, securities, derivatives or other property; (

b) directing a person or company referred to in subsection (1)(

a) to (

e) to refrain from withdrawing its funds, securities, derivatives or other property from any other person or company having any of them on deposit, under control or for safekeeping; (b.1) directing a person or company referred to in subsection (1)(

a) to (

e) to maintain its funds, securities, derivatives or other property, and to refrain from disposing of, transferring, dissipating or otherwise dealing with or

RSA 2000

Section 47

Chapter S-4 SECURITIES ACT 58 diminishing the value of those funds, securities, derivatives or other property; (

c) directing a person or company referred to in subsection (1)(

a) to (

e) to hold all funds, securities, derivatives or other property of clients or others in the person’s or company’s possession or control in trust for any interim receiver, custodian, trustee, receiver, receiver and manager or liquidator appointed under the Bankruptcy and Insolvency Act (Canada), the Judicature Act, the Companies Act, the Business Corporations Act, the Cooperatives Act, the Winding-up and Restructuring Act (Canada) or

section 48 of this Act.

(3) An order made under subsection (2) does not take effect until it is served on the person or company to whom the order is directed.

(4) An order under subsection (2) (

a) that is directed to a fin ancial institution applies only to the offices, branches or agencies of the financial institution named in the order, and (

b) does not apply to (

i) funds, securities or deriva tives in a clearing agency, or (ii) securities in process of tra nsfer by a transfer agent, unless the order expressly so states.

(5) A person or company in receipt of an order given under subsection (2) that is in doubt as to (

a) the application of the ord er to any funds, securities, derivatives or other property, or (

b) a claim being made to tha t person or company by any person or company not named in the order, may apply to the Executive Director for direction as to the disposition of the funds, securities, derivatives, other property or claim.

(6) On the application of a person or company directly affected by a direction given in an order made under subsection (2)(a), (

b) or (c), the Executive Director may make an order revoking that direction or consenting to the release of any funds, securities, derivatives or other property in respect of which the order was made under subsection (2)(a), (

b) or (c).

RSA 2000

Section 48

Chapter S-4 SECURITIES ACT 59

(7) In any of the circumstances mentioned in subsection (1)(

a) to (

e) the Executive Director may send to the Registrar of Land Titles or mining recorder a notice that proceedings are being or are about to be taken that may affect land or mining claims belonging to the person or company referred to in the notice and the notice shall (

a) be registered or recorded against the lands or claims mentioned in it, and (

b) have the same effect as the registration or recording of a certificate of lis pendens or a caveat.

(8) The Executive Director may in writing revoke or modify a notice given under subsection (7). RSA 2000 cS-4 s47;2001 cC-28.1 s469; 2008 c26 s19;2011 c7 s5;2014 c3 s28 Appointment of receivers, managers, trustees or liquidators 48(1) The Executive Director may apply to the Court of King’s Bench for the appointment of a receiver, receiver and manager, trustee or liquidator of the property of a person or company, (

a) if the Executive Director i s about to order an investigation in respect of the person or company under

section 41, (

b) during or after an investigation in respect of the person or company under

section 41, (

c) i f (

i) the Commission has made, or (ii) the Executive Dir ector has reasonable grounds to believe that the Commission is about to make, an order under

section 198 th at trading in securities of an issuer or trading in derivatives shall cease, (

d) i f (

i) the Commission has made, or (ii) the Executive Dir ector has reasonable grounds to believe that the Commission is about to make, a decision suspending or cancelling the registration of the person or company or affecting the right of the person or company to trade in securities or derivatives,

RSA 2000

Section 48

Chapter S-4 SECURITIES ACT 60 (

e) if the person or company fails or neglects to comply with the minimum net asset requirements, investment restrictions, ownership restrictions or capital requirements prescribed by the regulations for that person or company, or (

f) if there is evidence of a contravention by the person or company of (

i) Alberta securities laws, or (ii) of the provisions of any statute, other than this Act, th at relates to the trading of securities or derivatives.

(2) On an application being made under this section, the Court may appoint a receiver, receiver and manager, trustee or liquidator of all or any part of the property of a person or company if the Court is satisfied that it is in the best interests of (

a) the creditors of that person or company, (

b) those persons or companies whose property is in the possession or under the control of that person or company, or (

c) the security holders of or subscribers to that person or company.

(3) An application under subsection (1) may be made ex parte and in the absence of the public if the Court considers it proper to do so in the circumstances.

(4) If an application under this

section is made ex parte, the Court may make an order appointing a receiver, receiver and manager, trustee or liquidator for a period not exceeding 15 days, which may be extended on application to the Court.

(5) A receiver, receiver and manager, trustee or liquidator of the property of a person or company appointed under this

section shall be the receiver, receiver and manager, trustee or liquidator of all or part of the property (

a) owned by the person or company, or (

b) held by the person or company on behalf of or in trust for any other person or company.

(6) The receiver, receiver and manager, trustee or liquidator shall, if so directed by the Court,

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Chapter S-4 SECURITIES ACT 61 (

a) have authority to wind u p or manage the business and affairs of the person or company, and (

b) exercise those powers that are necessary or incidental to the winding-up or management of the business and affairs of the person or company.

(7) An order made under this

section may be varied or revoked by the Court on application. RSA 2000 cS-4 s48;2008 c26 s19;2014 c3 s28;2015 c11 s6; AR 217/2022 Income and liabilities of person or company 49 A receiver of the property of a person or company appointed under

section 48 may, subject to the rights of secured creditors, (

a) receive income from that property and pay liabilities in respect of that property, and (

b) realize the security of th e person or company on whose behalf the receiver is appointed. 1981 cS-6.1 s39 Powers of a receiver and manager 50(1) A receiver and manager of the property of a person or company appointed under

section 48 may carry on the business and affairs of the person or company and (

a) is vested with all the powers (

i) in the case of a person, of that person with respect to the operation of that person’s business and affairs, and (ii) in the case of a compan y, of the shareholders and directors of the company, a n d (

b) has, in addition to those pow ers provided under clause (a), those powers prescribed in the order appointing the receiver and manager.

(2) On an order being made under

section 48 appointing a receiver and manager of the property of a person or company, (

a) in the case of a person, the person shall not exercise any powers in respect of the operation of the person’s business and affairs, and

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Chapter S-4 SECURITIES ACT 62 (

b) in the case of a company, t he shareholders and the directors of the company shall not exercise any powers in respect of the company, except as directed by the receiver and manager.

(3) On an order being made under

section 48 appointing a receiver, trustee or liquidator of the property of a person or company, the directors of the person or company shall not exercise any powers in respect of the person or company that the appointed receiver, trustee or liquidator is authorized to exercise, except as directed by the receiver, trustee or liquidator. RSA 2000 cS-4 s50;2015 c11 s7 Court order 51 The Court of King’s Bench in making an order under

section 48 appointing a receiver or a receiver and manager may provide for any matter or thing relating to the business and affairs of the person or company, as the case may be, during the appointment of the receiver or the receiver and manager. RSA 2000 cS-4 s51;AR 217/2022 Term of office 52 A receiver or a receiver and manager appointed under

section 48 remains in office until the receiver or receiver and manager is removed from office or until (

a) the receiver or receiver and manager winds up the business and affairs of the person or company pursuant to authority given under

section 48, or (

b) a liquidator is appointed to wind up the business and affa irs of the person or company. 1981 cS-6.1 s42 Fees 53 The fees payable to a receiver or a receiver and manager for his or her services, expenses and disbursements in connection with the discharge of the duties of the receiver or receiver and manager (

a) shall be fixed by the Court of King’s Bench from time to time, (

b) shall be paid, (

i) out of the assets of the person or company in respect of which the receiver or receiver and manager was appointed, or

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Section 54

Chapter S-4 SECURITIES ACT 63 (ii) if the assets of the pers on or company in respect of which the receiver or receiver and manager was appointed are insufficient for the purpose, as directed by the Court from the assets of those persons or companies that benefitted from the appointment of the receiver or receiver and manager, a n d (

c) in the case of the winding- up of the company, shall rank on the estate equally with the remuneration paid to the liquidator. RSA 2000 cS-4 s53;AR 217/2022 Directions from the Court 54(1) A receiver, receiver and manager, trustee or liquidator may apply to the Court of King’s Bench for directions on any matter arising with respect to the carrying out of the duties of the receiver, receiver and manager, trustee or liquidator.

(2) On an application under subsection (1), the Court may give direction, declare the rights of parties before the Court and make any further order as it considers necessary. RSA 2000 cS-4 s54;AR 217/2022 Appointment of a successor 55 The Court of King’s Bench may at any time revoke the appointment made under

section 48 of a receiver, receiver and manager, trustee or liquidator and appoint another in place of the receiver, receiver and manager, trustee or liquidator. RSA 2000 cS-4 s55;AR 217/2022 Funds expended by Executive Director 56 If the Executive Director expends funds in respect of the appointment under this Act of a receiver, receiver and manager, trustee or liquidator that directly relate to a person or company, the amount expended (

a) is a debt owing by that person or company to the Government, as the case may be, and (

b) may be recovered by the Government in the same manner as any other debt owing to the Crown in right of Alberta. 1981 cS-6.1 s46;1988 c7 s1(12);1995 c28 s62 Solicitor-client privilege 57(1) Nothing in this Part shall be interpreted so as to affect the privilege that exists between a solicitor and the solicitor’s client.

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Chapter S-4 SECURITIES ACT 64

(2) If a person is about to examine or seize under this Act any documents, records, securities, derivatives, contracts or things in the possession of a lawyer and the lawyer with respect to those documents, records, securities, derivatives, contracts or things claims that a privilege might exist between the lawyer and the lawyer’s client, the person who was about to examine or seize the documents, records, securities, derivatives, contracts or things shall, without examining or copying them, (

a) seize the documents, reco rds, securities, derivatives, contracts or things, (

b) seal the documents, record s, securities, derivatives, contracts or things in a marked package so that the package can be identified, and (

c) place the package in the custody of (

i) the clerk of the Court of King’s Bench, or (ii) a person that the parties agree on.

(3) On an application being brought by the lawyer, client or the person seizing the documents, records, securities, derivatives, contracts or things, the Court of King’s Bench shall hear the matter in camera and determine whether the claim of the privilege is proper.

(4) If the Court of King’s Bench determines (

a) that the claim of privilege is proper, it shall order that the documents, records, securities, derivatives, contracts or things seized be delivered to the lawyer, or (

b) that the claim is not proper, it shall order that the documents, records, securities, derivatives, contracts or things be delivered to the person who seized them.

(5) The notice of the application referred to in subsection (3) and the supporting documents shall be served on the Executive Director, the person having custody of the package and the parties to the application other than the one making the application not less than 3 days before the application is to be heard.

(6) On being served with the notice of the application and the supporting documents, the person having custody of the package shall promptly deliver the package to the custody of the clerk of the Court of King’s Bench.

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Chapter S-4 SECURITIES ACT 65

(7) In determining the matter before it, the Court may open the package and inspect its contents.

(8) Following its inspection of the package and its contents under subsection (7), the Court shall reseal the contents in the package. RSA 2000 cS-4 s57;2014 c3 s28;AR 217/2022

Part 2.1 Whistleblowing

Definitions 57.1 In this Part, (a) “Commission staff member” m eans the Executive Director, the Secretary and any individual appointed as staff by, or seconded to, the Commission; (b) “employee” means, in respect of a person or company, an individual who is or was at the relevant time (

i) a full-time employee, a par t-time employee or a director of that person or company, (ii) an independent contractor of that person or company, or a full-time employee, a part-time employee or a director of that independent contractor, or (iii) a full-time employee, a par t-time employee or a director of an affiliate of that person or company; (c) “relative” means, in respect of an employee, the parents, spouse, adult interdependent partner, siblings and children of the employee; (d) “remuneration” includes all payments, benefits and allowances received or deemed to be received by reason of

section 5, 6 or 7 of the Income Tax Act (Canada), including but not limited to wages or salary, commissions, overtime pay, vacation pay, bonuses or variable pay, stock options, payments in lieu of benefits, pension benefits, disability benefits, taxable allowances or payments made pursuant to a profit-sharing agreement; (e) “reprisal” means, in respect of an employee, any measure or conduct that adversely and materially affects employment or working conditions, including but not limited to dismissal, layoff, suspension, demotion, transfer, discontinuation or elimination of a position, termination of a contract, change of workplace, reduction in remuneration, change in hours of work, reprimand, harassment, denial of a benefit and any

RSA 2000

Section 57.2

Chapter S-4 SECURITIES ACT 66 threat of any measure or conduct that would adversely and materially affect employment or working conditions; (f) “whistleblower” means an employee of a person or company who voluntarily discloses to a Commission staff member information respecting alleged wrongdoing by or in connection with the person or company, or an employee of the person or company, but does not include an employee (

i) who only disclosed, or has already disclosed, the information in response to an order or a summons issued under a law of Canada, or (ii) who is required to report or otherwise provide the information to the Commission as a result of a pre-existing legal duty; (g) “wrongdoing” means a contra vention of Alberta securities laws. 2018 c16 s5;2021 c16 s8 Identity of whistleblower confidential 57.2(1) The identity of a whistleblower, and any information or record that may reasonably be expected to reveal the identity of a whistleblower in the circumstances, is confidential, unless (

a) the Executive Director and the whistleblower consent to it s disclosure, (

b) the Commission, in the case of a hearing before the Commission, determines that its disclosure is necessary to show that a person or company who is the subject of the hearing has not contravened Alberta securities laws or acted contrary to the public interest, (

c) a judge of the Court of Jus tice presiding over a trial in respect of one or more offences under this Act determines that its disclosure is necessary to show that a person or company who is the accused in that trial has not committed the offence or offences in question, or (

d) the Executive Director has r easonable grounds to believe that the whistleblower has committed an offence under this Act or the Criminal Code (Canada) that is related to information disclosed by the whistleblower to a Commission staff member.

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Chapter S-4 SECURITIES ACT 67

(2) Where the identity of a whistleblower, or any information or record that may reasonably be expected to reveal the identity of a whistleblower in the circumstances, is disclosed (

a) pursuant to subsection (1)(

a) or (d), the disclosure is su bject to any terms and conditions that the Executive Director considers appropriate, or (

b) pursuant to subsection (1)(

b) or (c), the disclosure order ed by the Commission or the judge of the Court of Justice, as the case may be, (

i) is subject to any terms and conditions considered appropriate by the Commission or the judge of the Court of Justice, as the case may be, and (ii) shall only be to those per sons or companies to whom the disclosure is necessary in the circumstances.

(3) A person or company to whom the identity of a whistleblower, or any information or record that may reasonably be expected to reveal the identity of a whistleblower in the circumstances, has been disclosed shall not disclose the identity or the information or record to any other person or company unless otherwise authorized under this section.

(4) Notwithstanding anything in this section, a whistleblower is a compellable witness.

(5) No witness in a proceeding under this Act may be examined respecting the witness’ knowledge or belief regarding the existence or identity of a whistleblower. (6) Subsection (5) does not apply to an examination in a proceeding commenced pursuant to

section 211.0961 if the examination is in respect of whether or not the plaintiff was a whistleblower at the time of the alleged reprisal. 2018 c16 s5;AR 75/2023 Information is confidential 57.3 Any information or record obtained by a Commission staff member from a whistleblower or while investigating the alleged wrongdoing disclosed by the whistleblower, and any information or record provided to a whistleblower by a Commission staff member in relation to the alleged wrongdoing disclosed by the whistleblower, is confidential and shall not be disclosed except (

a) by a Commission staff member or the whistleblower to the whistleblower’s legal counsel,

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Chapter S-4 SECURITIES ACT 68 (

b) where authorized by the Executive Director, or (

c) as otherwise permitted by Alberta securities laws. 2018 c16 s5 No reprisals 57.4(1) No person or company or employee of the person or company shall take or direct a reprisal against an employee of the person or company because (

a) the employee or a relative of the employee has disclosed, sought or provided advice about disclosing or expressed an intention to disclose to a Commission staff member information respecting alleged wrongdoing by any person or company, (

b) in respect of any information described in clause (a), the employee or a relative of the employee has co-operated, testified or otherwise assisted in (

i) an investigation by a Commission staff member, or (ii) a proceeding under this Act, o r (

c) the person or company or an employee of the person or company believes that the employee or a relative of the employee will do or has done anything referred to in clause (

a) or (b). (2) Subsection (1) does not apply if the employee or a relative of the employee, as the case may be, did not reasonably believe the information respecting alleged wrongdoing at the time the employee or the relative of the employee, as the case may be, engaged in the conduct described in subsection (1)(

a) or (b). 2018 c16 s5;2021 c16 s8 No prohibition against whistleblowing 57.5 No provision or term in any contract, agreement or policy shall be interpreted or shall be enforceable so as to prohibit, restrict or otherwise limit in any way an employee of a person or company from (

a) disclosing, or seeking or providing advice about disclosin g, to a Commission staff member information respecting alleged wrongdoing by or in connection with a person or company, or an employee of a person or company, or

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Section 57.6

Chapter S-4 SECURITIES ACT 69 (

b) in respect of any information described in clause (a), co-operating, testifying or otherwise assisting in (

i) an investigation by a Commission staff member, or (ii) a proceeding under this Act. 2018 c16 s5;2021 c16 s8 No obstruction 57.6 No person or company shall obstruct, or advise, request or direct the obstruction of, an employee of a person or company from (

a) disclosing, or seeking or providing advice about disclosin g, to a Commission staff member information respecting alleged wrongdoing by or in connection w

Document details

Collection	Alberta — Consolidated Statutes
Citation	RSA 2000 cS-4
Type	statute
Volume / chapter	S04
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	9bf40bbfb39b9792b7bf897ae6d96ec3ec058274

Source file is stored in the law ingest library (pdf).