New Brunswick, Nova Scotia and Manitoba have now issued blanket orders, substantially similar to those issued in other provinces, to exempt certain issuers from the recently enacted Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the Counter Markets.
As we've discussed previously on this blog, the Canadian Securities Administrators other than Ontario recently adopted MI 51-105 which, among other things, can subject issuers who carry out private placements in any of the adopting jurisdictions to Canadian public company obligations. The stated purpose of the instrument is to discourage the manufacture and sale of OTC quoted shell companies that can be used to facilitate abusive market practices.
In response to the concern that the instrument would have the unintended effect of subjecting major well-established issuers that trade OTC in the U.S. to Canadian public company reporting obligations, regulators have been providing blanket orders to exempt certain issuers from the application of the instrument. As we discussed on August 2, British Columbia, Alberta and Quebec issued blanket orders at the end of July, with Quebec's Autorité des marchés financiers revising its order on August 14 to clear up issues with interpretational issues.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.