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The recent adoption of Multilateral Instrument 51-105
(MI 51-105) in each province and territory of Canada (other than
Ontario), which creates new reporting obligations for issuers
quoted on the U.S. over-the-counter markets, had the unintended
consequence of possibly limiting private placements into Canada
(except Ontario).
Québec just issued a
blanket order (attached), which essentially eliminates this
concern as long as one of the conditions mentioned in the order is
satisfied, including that promotional activities only concern a
"permitted client" within the meaning of Multilateral
Instrument 31-103, which includes virtually all
"accredited investors" (see attached
Schedule). Private placements can therefore again be marketed
and sold to such permitted clients in Québec as before with
no consequences to issuers under MI 51-105.
Similar blanket orders are also currently being discussed with,
or contemplated by, regulatory authorities of other provinces and
territories that adopted MI 51-105.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
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