the securities act, 1988

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c. S-42.2SECURITIES, 1988

The SecuritiesAct, 1988

being

Chapter S-42.2 of the Statutes of Saskatchewan, 1988-89(effective November 7, 1988) as amended by the Statutes ofSaskatchewan, 1989-90, c.15; 1995, c.32; 1997, c.T-22.2; 1998,c.C-45.2, P-42.1 and 48; 1999, c.10; 2000, L-5.1; 2001, c.7, 8and 50; 2002, c.S-17.2; and 2004, c.L-16.1, 28 and 65.

NOTE:This consolidation is not official. Amendments have beenincorporated for convenience of reference and the original statutesand regulations should be consulted for all purposes of interpretationand application of the law. In order to preserve the integrity of theoriginal statutes and regulations, errors that may have appeared arereproduced in this consolidation.

Consolidated to May 18, 2005

NOTE


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c. S-42.2 SECURITIES, 1988


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Table of ContentsPART IX

Trading in Securities and Exchange Contracts42 Confirmations of trades43 Prohibition on attendance at residences44 Prohibition on representations44.1 Unfair practice prohibited45 Dealer as principal46 Disclosures of financial interest of advisers47 Disclosure of underwriting liability48 Publication of names49 Use of name of another registrant50 Representation of registration51 Holding out by unregistered person52 Advertising53 Margin contracts54 Declaration as to short position55 Rights of beneficial owner

55.1 Fraudulent and misleading transactions prohibited

55.2 Risk disclosure statement56 Repealed

PART XProspecting Syndicates

57 Agreements

PART XIProspectuses – Distribution

58 Prospectus required59 Preliminary prospectus60 Receipt for preliminary prospectus61 Prospectus62 Amendment to preliminary prospectus on material

change63 Amendment to prospectus on material change64 Receipt for amendment65 Certificate and statement of rights66 Certificate by issuer for distribution67 Certificate of underwriter68 Alternative certificates69 Statement of rights70 Issuance of receipt71 Refiling of prospectus72 Orders to furnish information

PART XIIDistribution – Generally

73 Distribution of material during waiting period74 Distribution of preliminary prospectus75 Distribution list76 Defective preliminary prospectus77 Limitation on materials that may be given during

distribution78 Order to cease trading79 Obligation to deliver prospectus80 Obligation to deliver amended prospectus80.1 Obligation to amend offering memorandum80.2 Statement of rights80.3 Obligation to deliver offering memorandum80.4 Obligation to deliver amended offering memorandum

PART XIIIExemptions from Prospectus Requirements

81 Prospectus not required (trades)82 Prospectus not required (securities)82.1 Repealed

PART IShort Title and Interpretation

1 Short title2 Interpretation

PART IISaskatchewan Securities Commission

3 Commission continued3.1 Purpose of Act4 Organization5 Chairperson6 Designation of officials7 Delegation of functions8 Appointment of advisers8.1 Referrals to Commission9 Rules as to hearings

10 Appeals to Commission11 Appeals to Court of Appeal

PART IIIInvestigations

12 Investigations ordered by Commission13 Report to Commission14 Investigation ordered by the minister15 Confidentiality16 Report to minister and publication16.1 Extra-jurisdictional evidence16.2 Extra-jurisdictional request for evidence17 to 19 Repealed

PART IVAudits

20 Examinations by the Commission

PART VSelf-regulation

21 Self-regulatory organizations22 Panel of auditors23 Audits by stock exchanges and self-regulatory bodies24 Financial statements of registrants25 Recognition of stock exchanges26 Record of transactions

PART VIRegistration

27 Registration for trading28 Granting of registration29 Voluntary surrender of registration30 Further applications31 Application forms32 Address for service33 Bonding33.1 Duty of registrant to deal honestly, fairly and

in good faith34 Further information, etc.35 Residence36 Repealed37 Repealed

PART VIIExemptions from Registration

38 Advisers, underwriters39 Trades, securities39.1 Trades, exchange contracts

PART VIIIExchange Contracts

40 Trading on an exchange in Saskatchewan41 Trading on a recognized exchange outside

Saskatchewan


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c. S-42.2 SECURITIES, 198883 Order re exemption or declaration

PART XIVContinuous Disclosure

84 Publication of material change85 Trading where undisclosed change86 Interim financial statements87 Comparative financial statements88 Delivery of financial statements to security holders89 Relief against certain requirements90 Filing of management information circular91 Filing of documents filed in another jurisdiction92 Order relieving reporting issuer

PART XVProxies and Proxy Solicitation

93 Interpretation of Part94 Mandatory solicitation of proxies95 Information circular96 Voting where proxies97 Compliance with laws of another jurisdiction

PART XVITake-over Bids and Issuer Bids

98 Interpretation of Part99 Deemed beneficial ownership

100 Acting jointly or in concert101 Application to direct and indirect offers, etc.102 Exempted take-over bids103 Restrictions on acquisitions during take-over bid104 General provisions105 Financing of bid106 Identical consideration107 Offeror’s circular108 Directors’ circular109 Delivery of bids109.1 Advertising of take-over bid110 Securities, reports of acquisition111 Press release re acquisitions by person other than

offeror during bid112 No duplication of reports113 Applications to the Commission114 Applications to Court

PART XVIIInsider Trading and Self-dealing

INSIDER REPORTS115 Interpretation of Part116 Report of insiders, etc.117 Report of transfer by insider118 Report of transfer by agent, etc.

MUTUAL FUNDS119 Interpretation120 Loans and investments of mutual funds121 Indirect investment122 Relieving orders123 Exception to clause 119(1)(d)124 Fees on investment125 Standard of care for management of mutual fund126 Filing by management companies127 Interest of manager in investment portfolio128 Trades by mutual fund insiders

OTHER129 Publication of information130 Filing in other jurisdictions

PART XVIIIEnforcement

131 Offences, general132 Execution of warrant issued in another province

133 Order for compliance134 Order to cease trading134.1 Failure to file statutory filings135 Repealed135.1 Administrative penalty135.2 Enforcement orders when registration is

lapsed or terminated135.3 Resolution of proceeding by consent135.4 Orders to freeze property135.5 Appointment of receiver136 Limitation period

PART XIXCivil Liability

137 Misrepresentation in prospectus138 Misrepresentation in offering memorandum138.1 Misrepresentation in sales literature138.2 Verbal misrepresentation139 Misrepresentation in take-over bid circular, etc.140 Standard of reasonableness141 Liability of dealer or offeror142 Liability where undisclosed material fact or change143 Action by Commission on behalf of issuer144 Rescission of contract145 Rescission of purchase of mutual fund security146 Repealed147 Limitation periods

PART XXMineral Lease Brokers

148 Interpretation of Part149 Registration of mineral lease broker150 Exemption from Part VI

PART XXIGeneral Provisions

151 Admissibility in evidence of certified statements151.1 Admissibility in evidence of certified statements151.2 Final decision or undertaking with court152 Filing and inspection of material152.1 Confidentiality153 Immunity of Commission and officers153.1 Act applies to the Crown153.2 Contingency fund not insurer154 Regulations154.1 Policy statements154.2 Transitional – policy statements155 Records of Commission156 Services of notices, etc.156.01Sending documents156.1 Manner of filing, etc.157 Commission exempt from certain fees158 Decisions of the Commission158.1 Effective date of order158.2 Sending of further documents159 Power to extend interim order160 General exemption161 Costs161.1 Non-application of The Saskatchewan Evidence Act in

certain circumstances162 Refunds163 Transitional164 R.S.S. 1978, c.S-42 repealed165 S.S. 1984-85-86, c.S-42.1 repealed166 R.S.S. 1978, c.I-14 repealed

Editorial Appendix(Amendments)


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CHAPTER S-42.2

An Act respecting Securities in Saskatchewan

PART IShort Title and Interpretation

Short title1 This Act may be cited as The Securities Act, 1988.

Interpretation2(1) In this Act:

(a) “adviser” means a person or company engaging in or holding himself oritself out as engaging in the business of advising another as to the investing inor the buying or selling of securities or exchange contracts;

(b) “associate”, where used to indicate a relationship with any person orcompany, means:

(i) any issuer of which that person or company beneficially owns,directly or indirectly, voting securities carrying more than 10% of thevoting rights attached to all voting securities of the issuer currentlyoutstanding;

(ii) any partner, other than a limited partner, of that person orcompany;

(iii) any trust or estate in which that person or company has asubstantial beneficial interest or for which that person or companyserves as trustee or in a similar capacity;

(iv) a spouse or spousal equivalent of that person;

(v) any relative of that person; or

(vi) any other person who has the same residence as that person;

(c) “business day” means a day other than a Saturday or a holiday;

(d) “Chairperson” means the Chairperson of the Commission appointedpursuant to section 4;

(d.1) “clearing agency” means a person who or company that:

(i) in connection with trades in securities, acts as an intermediary inpaying funds, in delivering securities or in doing both of those things;

(ii) provides centralized facilities through which trades in securities orexchange contracts are cleared; or

(iii) provides centralized facilities as a depository of securities;


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(e) “Commission” means the Saskatchewan Securities Commissioncontinued pursuant to section 3;

(f) Repealed. 1995, c.32, s.3.

(g) Repealed. 1995, c.32, s.3.

(h) “company” means any corporation, incorporated association,incorporated syndicate or other incorporated organization;

(i) “contract” includes a trust agreement, declaration of trust or othersimilar instrument;

(j) “contractual plan” means any contract or other arrangement for thepurchase of shares or units of a mutual fund:

(i) by payments over a specified period; or

(ii) by a specified number of payments;

where the amount deducted from any one of the payments as sales charges islarger than the amount that would have been deducted from that payment forsales charges if deductions had been made from each payment at a constantrate for the duration of the plan;

(k) “control person” means any person or company or any combination ofpersons and companies holding:

(i) a sufficient number of any of the securities of an issuer so as to affectmaterially the control of that issuer; or

(ii) more than 20% of the voting rights attached to all voting securitiesof the issuer for the time being outstanding, except where there isevidence showing that the holding of those voting rights does not affectmaterially the control of that issuer;

(l) “Court of Queen’s Bench” means Her Majesty’s Court of Queen’sBench for Saskatchewan;

(m) “credit union” means a credit union incorporated or registeredpursuant to The Credit Union Act, 1998 and includes the Credit UnionDeposit Guarantee Corporation;

(m.1) “Credit Union Central of Saskatchewan” means SaskatchewanCo-operative Credit Society Limited or Saskatchewan Co-operative FinancialServices Limited;

(n) “dealer” means a person who or company that trades in securities orexchange contracts in the capacity of principal or agent;

(o) “decision” means a direction, decision, order, ruling or other requirementmade pursuant to a power or right conferred by or pursuant to this Act or theregulations made pursuant to this Act;

(p) “Director” means the Director or any Deputy Director of the Commission;

(q) “director” includes an individual acting in a capacity similar to that of adirector of a company;


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(r) “distribution”, where used in relation to a trade in a security, means atrade:

(i) in a security of an issuer that has not been previously issued;

(ii) by or on behalf of an issuer in a previously issued security of thatissuer that has been redeemed or purchased by or donated to that issuer;

(iii) in a previously issued security of an issuer from the holdings of acontrol person;

(iv) in a security of an issuer by a promoter of the issuer;

(v) in a security of an issuer by an incorporator or organizer of theissuer;

(vi) by an underwriter in a security which was acquired by theunderwriter acting as underwriter before, on or after the coming intoforce of this Act;

(vii) Repealed. 2001, c.7, s.3.

and includes any transaction or series of transactions involving a purchaseand sale or a repurchase and resale in the course of or incidental to adistribution;

(s) “equity security” means any security of an issuer that carries theresidual right to participate:

(i) in earnings of the issuer; and

(ii) in its assets on liquidation or winding up;

(s.1) “exchange” means any person who or company that constitutes,maintains or provides a market place or facilities for bringing togetherpurchasers and sellers of securities and exchange contracts;

(s.2) “exchange contract” means a futures contract or an option that:

(i) has its performance guaranteed by a clearing agency; and

(ii) is traded on an exchange pursuant to standardized terms andconditions set forth in the bylaws, rules or regulations of that exchangeat a price agreed on when the futures contract or option is entered into onthe exchange;

and includes any instrument or class of instruments that meets therequirements mentioned in subclauses (i) and (ii);

(t) “form of proxy” means a form that, on completion and execution by oron behalf of a security holder, becomes a proxy;

(t.1) “futures contract” means a contract to make delivery or take deliveryon a specified date or during a specified period:

(i) of a specified asset; or

(ii) of a specified cash equivalent of the subject-matter of that contract;


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(u) Repealed. 1995, c.32, s.3.

(v) “individual” means a natural person, but does not include a partnership,unincorporated association, unincorporated syndicate, unincorporatedorganization, trust or natural person in his capacity as trustee, executor,administrator or other legal representative;

(w) “insider”, where used in relation to an issuer, means:

(i) every director or senior officer of the issuer;

(ii) every director or senior officer of a person or company that is itselfan insider or subsidiary of the issuer;

(iii) any person who or company that beneficially owns, directly orindirectly, voting securities of the issuer or exercises control or directionover voting securities of the issuer or a combination of both carryingmore than 10% of the voting rights attached to all voting securities of theissuer outstanding other than voting securities held by the person orcompany as underwriter in the course of a distribution; and

(iv) the issuer, where it has purchased, redeemed or otherwise acquiredany of its securities until that time that all of those securities arecancelled, returned to treasury or reissued;

(x) “issuer” means a person who or company that:

(i) has outstanding securities;

(ii) is issuing a security; or

(iii) proposes to issue a security;

(y) “material change” means a change in the business operations orcapital of the issuer that would reasonably be expected to have a significanteffect on the market price or value of any of the securities of the issuer andincludes a decision to implement such a change made by the board of directorsof the issuer or by senior management of the issuer who believe thatconfirmation of the decision by the board of directors is probable;

(z) “material fact”, where used in relation to securities issued or proposedto be issued, means a fact that significantly affects, or would reasonably beexpected to have a significant effect on, the market price or value of thosesecurities;

(aa) “member”, when used to refer to a member of a commodity exchange ora clearing house, includes a registered firm or a company entitled to theprivileges of membership through a member;

(bb) “minister” means the member of the Executive Council to whom forthe time being the administration of this Act is assigned;


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(cc) “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 orthat is necessary to make a statement not misleading in the light of thecircumstances in which it was made;

(dd) “mutual fund” includes an issuer of a security that entitles the holderto receive on demand, or within a specified period after demand, an amountcomputed by reference to the value of a proportionate interest in the whole orin a part of the net assets, including a separate fund or trust account, of theissuer of the security;

(ee) “mutual fund in Saskatchewan” means a mutual fund that is:

(i) a reporting issuer; or

(ii) organized pursuant to the laws of Saskatchewan;

but does not include a private mutual fund;

(ff) “offering memorandum” means a document that:

(i) sets forth information concerning the business and affairs of anissuer; and

(ii) has been prepared primarily for prospective purchasers to assistthose purchasers to make an investment decision with respect tosecurities being sold pursuant to a trade that is made:

(A) in reliance on an exemption set out in clause 81(1)(b), (c), (d),(h), (m), (n), (o), (s), (w), (z), (cc), (dd) or (ee);

(B) pursuant to a decision of the Commission; or

(C) in reliance on an exemption that is adopted or incorporated inthe regulations and that directs the use of an offering memorandum.

(gg) “officer” means the Chairperson and any vice-chairperson of the boardof directors, the president, any vice-president, the secretary, the assistantsecretary, the treasurer, the assistant treasurer, the comptroller and thegeneral manager of a company, and includes any person:

(i) designated as an officer of a company by bylaw or similarauthority; or

(ii) acting in a capacity similar to a Chairperson, vice-chairperson,president, vice-president, secretary, assistant secretary, treasurer,assistant treasurer, comptroller or general manager on behalf of anissuer or registrant;

(hh) “person” means any individual, partnership, unincorporatedassociation, unincorporated syndicate, unincorporated organization, trust,trustee, executor, administrator or other legal representative;


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(ii) “portfolio manager” means an adviser who manages the investmentportfolio of clients through discretionary authority granted by one or moreclients;

(jj) Repealed. 1995, c.32, s.3.

(jj.1) “private issuer” means an issuer in whose articles of incorporation,partnership agreement, security holders’ agreement, declaration of trust orother instrument legally constituting the issuer:

(i) the right to transfer its securities is restricted;

(ii) the number of its security holders, other than individuals:

(A) who are in the employment of the issuer or the employment ofan affiliate of the issuer; or

(B) who were formerly in the employment of the issuer or anaffiliate of the issuer and while in that employment were and havecontinued after that employment to be security holders of theissuer;

is limited to not more than 50, two or more persons who or companiesthat are the joint registered owners of one or more security being countedas one security holder, as the case may be; and

(iii) any invitation to the public to subscribe for its securities isprohibited;

(kk) “private mutual fund” means a mutual fund that is:

(i) operated as an investment club, where:

(A) its securities are held by not more than 50 persons;

(B) its securities have never been offered to the public;

(C) it does not pay or give any remuneration for investmentadvice or with respect to trades in securities or exchange contracts,except normal brokerage fees; and

(D) all of its members are required to make contributions inproportion to the securities each holds for the purpose of financingits operations; or

(ii) designated by the regulations as a private mutual fund;

(ll) “pro forma prospectus” means a draft renewal prospectus;

(mm) “promoter”, where used in relation to an issuer, means:

(i) a person who or company that, acting alone or in conjunction withone or more other persons or companies or a combination of persons andcompanies, directly or indirectly, takes the initiative in founding,organizing or substantially reorganizing the business of the issuer; or


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(ii) a person who or company that, in connection with the founding,organizing or substantial reorganizing of the business of the issuer,directly or indirectly, receives in consideration of services or property orboth services and property 10% or more of:

(A) any class of securities of the issuer; or

(B) the proceeds from the sale of any class of securities of aparticular issue;

but does not include a person who or company that does not otherwisetake part in founding, organizing or substantially reorganizing thebusiness of the issuer and who is a person who or company that receivesthose securities or proceeds mentioned in this subclause either solely asunderwriting commissions or solely in consideration of property;

(nn) “proxy” means a completed and executed form of proxy by means ofwhich a security holder has appointed a person or company as his nominee toattend and act for him and on his behalf at a meeting of security holders;

(oo) “register” means register pursuant to this Act;

(pp) “registrant” means a person or company registered or required to beregistered pursuant to this Act;

(qq) “reporting issuer” means an issuer:

(i) that has:

(A) filed a prospectus pursuant to this Act; and

(B) obtained a receipt for the prospectus;

(i.1) that has:

(A) filed a securities exchange take-over bid circular pursuant tothis Act for the acquisition of securities of a reporting issuer; and

(B) taken up and paid for securities subject to the bid inaccordance with the circular mentioned in paragraph (A);

(ii) that has issued securities on or after October 1, 1967 for which aprospectus was filed and a receipt obtained pursuant to a predecessor ofthis Act;

(iii) any of whose securities have at any time since the day on whichthis Act was proclaimed in force been listed and posted for trading on anyexchange recognized by the Commission for the purpose of this clause,regardless of when that listing and posting for trading commenced;

(iv) that is a corporation to which The Business Corporations Actapplies and that has made a distribution of securities for which it wasrequired, by this Act or any predecessor of this Act, to file a prospectusand receive a receipt, but failed to either file a prospectus or receive areceipt for that distribution; or

(v) that is an issuer that is involved in, formed for, results from orcontinues following an amalgamation, merger, reorganization,arrangement or a statutory procedure, where one of the issuersparticipating in the amalgamation, merger, reorganization, arrangementor statutory procedure is a reporting issuer;


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(rr) “salesperson” means an individual who is employed by a dealer for thepurpose of making trades in securities or exchange contracts on behalf of thedealer;

(rr.1) “Saskatchewan securities laws” means this Act, the regulations, adecision or order of the Commission or a decision or order of the Director;

(ss) “security” includes:

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

(ii) any document constituting evidence of title to or interest in thecapital, assets, property, profits, earnings or royalties of any person orcompany;

(iii) any document constituting evidence of an interest in an associationof legatees or heirs;

(iv) any document constituting evidence of an option, subscription orother interest in or to a security;

(v) any bond, debenture, note or other evidence of indebtedness, share,stock, unit, unit certificate, participation certificate, certificate of a shareor interest, preorganization certificate or subscription other than:

(A) a contract of insurance issued by an insurance companylicensed pursuant to The Saskatchewan Insurance Act; or

(B) an evidence of deposit issued by a bank to which the Bank Act(Canada) applies, by a trust corporation or loan corporationlicensed pursuant to The Trust and Loan Corporations Act, 1997,by a credit union or by Credit Union Central of Saskatchewan;

(vi) any agreement pursuant to which the interest of the purchaser isvalued for purposes of conversion or surrender by reference to the valueof a proportionate interest in a specified portfolio of assets;

(vii) any agreement providing that money received will be repaid ortreated as a subscription to shares, stock, units or interests at the optionof the recipient or of any person or company;

(viii) any certificate of share or interest in a trust, estate or association;

(ix) any profit-sharing agreement or certificate;

(x) any certificate of interest in an oil, a natural gas or a mining lease, aclaim or a royalty voting trust certificate;

(xi) any oil or natural gas royalties or leases or any fractional or otherinterest in them;

(xii) any collateral trust certificate;

(xiii) any income or annuity contract not issued by an insurancecompany licensed pursuant to The Saskatchewan Insurance Act;


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(xiv) any investment contract; and

(xv) any document constituting evidence of an interest in a scholarshipor educational plan or trust;

(xvi) any item or thing not mentioned in subclauses (i) to (xv) that is afutures contract or option but is not an exchange contract;

whether any of the foregoing relate to an issuer or proposed issuer;

(tt) “senior officer” means:

(i) the Chairperson or vice-chairperson of the board of directors, thepresident, a vice-president, the secretary, the treasurer or the generalmanager of a company or any other individual who performs functionsfor an issuer similar to those normally performed by an individualoccupying any such office; and

(ii) each of the five highest paid employees of an issuer, other thancommissioned salespersons who do not act in a management capacity,including any individual mentioned in subclause (i);

(uu) “spousal equivalent” in relation to any person, means another personwith whom that person is cohabiting in a spousal relationship outside ofmarriage;

(vv) “trade” includes:

(i) any transfer, sale or disposition of a security for valuableconsideration, whether the terms of payment be on margin, instalmentor otherwise, but does not include a purchase of a security or, except asprovided in subclause (iv), a transfer, pledge, mortgage or encumbranceof securities for the purpose of giving collateral for a bona fide debt;

(i.1) any entering into of an exchange contract;

(ii) any participation as a floor trader in any transaction in a security oran exchange contract on the floor of any exchange;

(iii) any receipt by a registrant of an order to buy or sell a security or anexchange contract;

(iv) any transfer, pledge, mortgage or encumbrancing of a security fromthe holdings of a control person for the purpose of giving collateral for abona fide debt; and

(v) any act, advertisement, solicitation, conduct or negotiation directlyor indirectly in furtherance of anything mentioned in subclauses (i)to (iv);


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(ww) “underwriter” means a person who or company that:

(i) as principal, agrees to purchase a security with a view to distribution;or

(ii) as agent, offers for sale or sells securities in connection with adistribution;

and includes a person who or company that has a direct or indirectparticipation in any such distribution, but does not include:

(iii) a person or company whose interest in the transaction is limited toreceiving the usual and customary distributor’s or seller’s commissionpayable by an underwriter or issuer;

(iv) a mutual fund that, pursuant to the laws of the jurisdiction towhich it is subject, accepts its shares or units for surrender and resellsthem;

(v) an issuer that, where permitted by the laws of the jurisdiction towhich it is subject, purchases its shares or units and resells them;

(vi) a bank to which the Bank Act (Canada) applies with respect to thesecurities described in clause 39(2)(a) and those banking transactionsthat are designated by the regulations; or

(vii) a credit union or Credit Union Central of Saskatchewan with respectto the securities described in clause 39(2)(a) and with respect to thosetransactions that are designated by the regulations;

(xx) “voting security” means any security, other than a debt security, of anissuer carrying a right to vote under:

(i) all circumstances; or

(ii) circumstances that have occurred and are continuing.

(1.1) Notwithstanding any other provision of this Act or the regulations or of anyother Act or law, where, pursuant to The Saskatchewan Financial ServicesCommission Act, the Saskatchewan Financial Services Commission is assigned theperformance of all or any of the responsibilities imposed on the Commission or theDirector and the exercise of all or any of the powers given to the Commission or theDirector by this Act or the regulations:

(a) any reference with respect to those responsibilities or powers in this Actor the regulations to the Commission is to be interpreted as a reference to theSaskatchewan Financial Services Commission;

(b) any reference with respect to those responsibilities or powers in this Actor the regulations to the Director is to be interpreted as a reference to theSaskatchewan Financial Services Commission; and

(c) this Act and the regulations are to be interpreted subject to the provisionsof The Saskatchewan Financial Services Commission Act.


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(2) An issuer is deemed to be an affiliate of another issuer where:

(a) one of them is the subsidiary of the other;

(b) both are subsidiaries of the same issuer; or

(c) each of them is controlled by the same person or company.

(3) An issuer is deemed to be controlled by another person or company or by two ormore companies where:

(a) voting securities of the issuer carrying more than 50% of the votes for theelection of directors are held, other than by way of security only, by or for thebenefit of the other person or company or by or for the benefit of the othercompanies; and

(b) the votes carried by those securities are entitled, if exercised, to elect amajority of the board of directors of the issuer.

(4) An issuer is deemed to be a subsidiary of another issuer where it is:

(a) controlled by:

(i) that other;

(ii) that other and one or more issuers each of which is controlled bythat other; or

(iii) two or more issuers each of which is controlled by that other; or

(b) a subsidiary of an issuer that is that other’s subsidiary.

(5) A person is deemed to own beneficially securities beneficially owned by:

(a) an issuer controlled by him; or

(b) an affiliate of an issuer controlled by him.

(6) An issuer is deemed to own beneficially securities beneficially owned by itsaffiliates.

(7) Every management company and every distribution company of a mutualfund, as those terms are defined in Part XVII, and every insider of thatmanagement company or distribution company is deemed to be an insider of themutual fund.

(8) Where an issuer becomes an insider of a reporting issuer, every director orsenior officer of that issuer is deemed to have been an insider of the reporting issuerfor the previous six months or for any shorter period that he was a director or seniorofficer of that issuer.

(9) Where a reporting issuer becomes an insider of any other reporting issuer,every director or senior officer of the second-mentioned reporting issuer is deemedto have been an insider of the first-mentioned reporting issuer for the previous sixmonths or for any shorter period that he was a director or senior officer of thesecond-mentioned reporting issuer.


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(10) In this Act, a period of days is to be computed:

(a) as commencing on the day following the event which began the period;and

(b) as terminating at midnight on the last day of the period, except that if thelast day of the period falls on a Saturday or holiday, the period terminates atmidnight on the next business day.

(11) For the purposes of this Act, where a security, the nature of which is orincludes as an essential element an ownership interest or a right of participation ina limited partnership, an unincorporated mutual fund, a property, project, plan orprogram or a unit of interest in a trust, has been or is proposed to be issued:

(a) the limited partnership, mutual fund, property, project, plan, program ortrust is deemed to be an issuer, and the purchasers of the securities in it aredeemed not to be an issuer collectively or individually;

(b) where:

(i) a prospectus has been filed and a receipt obtained for it; or

(ii) a securities exchange take-over bid circular has been filed underthis Act;

with respect to that limited partnership, mutual fund, property, project, plan,program, or trust, the limited partnership, mutual fund, property, project,plan, program or trust is deemed to be a reporting issuer and the promoter orissuer of that mutual fund, property, project, plan, program or trust or thegeneral partner of that limited partnership is deemed not to be a reportingissuer;

(c) a person or company acting in the capacity of or performing functionssimilar to those of a director, the board of directors, a senior officer or seniormanagement of a company with respect to an issuer mentioned in clause (a) isdeemed to be a director or the board of directors, a senior officer or seniormanager, as the case may be, of that issuer;

(d) any reporting requirement or other responsibility and any liability orprohibition attaching to a director, the board of directors, a senior officer orthe senior management of a company applies to any person or companymentioned in clause (c) with respect to the issuer of which that clause deemsthat person or company to be a director or the board of directors, a seniorofficer or senior manager, as the case may be; and

(e) any reporting requirement or other responsibility and any liability orprohibition attaching to a reporting issuer applies, in the case of a reportingissuer deemed to be such by virtue of clause (b), to any person who or companythat is deemed to be a director or senior officer of that reporting issuer byvirtue of clause (c).

(12) A reference in this Act to an Act of the Parliament of Canada is deemed to bea reference to that Act as amended from time to time.

(13) In Parts XVIII and XXI of this Act, “investigation” is not limited to aninvestigation conducted pursuant to section 12 or 14.

1988-89, c.S-42.2, s.2; 1995, c.32, s.3, 73 and 74;1997, c.T-22.2, s.90; 1998, c.C-45.2, s.476; 2001,c.7, s.3 and c.50, s.17; 2002, c.S-17.2, s.32; 2004,c.28, s.3.


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PART IISaskatchewan Securities Commission

Commission continued3 The Saskatchewan Securities Commission is continued and is responsible forthe administration of this Act and the regulations.

1988-89, c.S-42.2, s.3.

Purpose of Act3.1(1) The purposes of this Act are to provide protection to investors and to fosterfair, efficient capital markets and confidence in capital markets.

1995, c.32, s.4.

Organization4(1) The Commission shall consist of a Chairperson and not more than six othermembers, appointed by the Lieutenant Governor in Council.

(2) The Lieutenant Governor in Council shall designate one of the other membersof the Commission appointed pursuant to subsection (1) as vice-chairperson.

(3) Where the Chairperson is absent or unable to act for any reason or where theposition of Chairperson is vacant:

(a) the vice-chairperson; or

(b) where the vice-chairperson is absent or unable to act for any reason orwhere the position of vice-chairperson is vacant, another member of theCommission designated by resolution of the Commission;

shall act as Chairperson and, while so acting, has all the powers and shall performall the duties of the Chairperson.

(4) Two members of the Commission constitute a quorum.

(5) The Commission may:

(a) subject to subsection (6), sit at those times and at those places inside oroutside Saskatchewan that the Chairperson may designate; and

(b) conduct its proceedings in any manner that it considers most convenientfor the speedy and effectual dispatch of its business.

(6) On receipt of the written request of any two members of the Commission, theChairperson shall call a sitting of the Commission.

(7) The Commission may hold separate sittings concurrently in different places ifa quorum is present at each sitting.

(8) The decision of the majority of the members present at a sitting is the decisionof the Commission.


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(9) The Chairperson may designate those members of the Commission who shallsit at particular times or particular places or who shall transact particular items ofbusiness.

(10) The Commission may issue commissions to take evidence outsideSaskatchewan and may make all proper orders for the purpose and for the returnand use of the evidence so obtained.


(a) hold hearings inside or outside Saskatchewan in conjunction with anyother body empowered by a statute of Canada or of any province or territory ofCanada to administer or regulate trading in securities or exchange contracts;and

(b) consult with that other body in arriving at its decision.

1988-89, c.S-42.2, s.4; 1995, c.32, s.5, 73and 74.

Chairperson5 The members of the Commission, including the Chairperson, shall devote asmuch time as may be necessary for the due performance of their duties as membersof the Commission.

2002, c.S-17.2, s32.

Designation of officials6(1) In accordance with The Public Service Act, 1998, a Director shall beappointed and any other employees required to conduct the business of theCommission may be appointed.

(2) All appointments pursuant to subsection (1) are to be made to the classifieddivision of the public service.

(3) The Director may exercise all or any of the powers and shall perform theresponsibilities:

(a) vested in or imposed on the Director by this Act and the regulations; and

(b) vested in or imposed on the Commission by this Act or the regulationsthat are assigned to the Director by the Commission except those mentionedin section 10;

and, subject to the direction of the Commission, he is the chief administrativeofficer of the Commission.

(4) The Director may assign to an employee of the Commission the powers andduties vested in or imposed on the Director by this Act.

(5) The Director or the Commission may impose any terms, conditions orrestrictions on an assignment pursuant to subsection (4), and no person who is thesubject of an assignment shall fail to comply with any terms, conditions orrestrictions imposed on that assignment

1988-89, c.S-42.2, s.6; 1998, c.P-42.1, s.42; 2002,c.S-17.2, s.32; 2004, c.28, s.4.


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Delegation of functions7(1) The Chairperson may exercise the powers of and shall perform the dutiesvested in or imposed on the Commission by this Act and the regulations.

(2) The vice-chairperson or any member of the Commission may exercise thepowers and shall perform the duties that are:

(a) vested in or imposed on the Commission by this Act and the regulations;and

(b) assigned to the vice-chairperson or member, as the case may be, by theCommission.

(3) The Chairperson, any other member of the Commission or the Director maysign on behalf of the Commission all orders of the Commission or other documentsrequired to be signed by the Commission, and all orders so signed are admissible inevidence without proof of the office or signature of the person signing.

1988-89, c.S-42.2, s.7; 1995, c.32, s.73 and 74.

Appointment of advisers8(1) The Chairperson may engage the services of any person to advise theCommission or the Director or to inquire into and report to the Chairperson or theDirector on matters referred to the person by the Chairperson or the Director.

(2) The Commission may submit for examination any documents, records orthings to any person whose services are engaged pursuant to subsection (1).


(a) summon and enforce the attendance of witnesses before; and

(b) compel witnesses to produce documents, records and other things to;

a person whose services are engaged pursuant to subsection (1) in the same manneras if the Commission were conducting a hearing.

(4) A person whose services are engaged pursuant to subsection (1) may be paidremuneration and living and travelling expenses in amounts determined by theminister.

1988-89, c.S-42.2, s.8; 1995, c.32, s.73.

Referrals to Commission8.1(1) The Chairperson or the Director may refer a matter at any time to theCommission.

(2) Where the Chairperson or the Director refers a matter to the Commission, theCommission may conduct a hearing into the matter.

(3) If the Commission holds a hearing into a matter pursuant to this section, theCommission shall cause notice of the hearing to be served on any person who orcompany that the Commission considers interested in the matter.

(4) The Commission may make an order concerning a matter mentioned in thissection, or give any advice and direction to the Chairperson or Director concerningthe matter that the Commission considers appropriate in the circumstances.

1995, c.32, s.6.


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Rules as to hearings9(1) Subject to any other provision of this Act, this section applies to a hearing ora review before the Commission, the Chairperson or the Director.

(2) Except where otherwise provided in this Act, notice in writing of the time,place and purpose of the hearing or review shall be sent to:

(a) the person who or company that is the subject of the hearing or review;and

(b) any person who or company that, in the opinion of the Commission, theChairperson or the Director, as the case may be, is substantially affected bythe hearing or review.

(3) Repealed. 2001, c.7, s.4.

(3.1) Every person who or company that is the subject of a hearing or review andis named in a notice in writing shall file with the Commission a written response tothe notice admitting or denying each of the allegations in the notice.

(3.2) The written response is to be filed at least five business days before the dateset for the hearing or review.

(3.3) The Commission may order any person who or company that does not file awritten response within the time prescribed pursuant to subsection (3.2) to pay thecosts of the hearing or review in an amount that the Commission considersreasonable.

(3.4) The Commission may publish notice of its intention to hold a hearing or areview:

(a) by publication in a newspaper having general circulation; or

(b) in any other manner and to any persons and companies that theCommission considers appropriate.

(4) In the case of a hearing or review, the Commission, the Chairperson or theDirector, as the case may be, has the same power as is vested in the Court ofQueen’s Bench for the trial of civil actions to:

(a) summon and enforce the attendance of witnesses;

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

(c) compel witnesses to produce documents, records, securities, exchangecontracts and other property or things.

(5) The failure or refusal of a person summoned as a witness pursuant tosubsection (4) to:

(a) attend;

(b) answer questions; or

(c) produce documents, records, securities, exchange contracts or otherproperty or things that are in his custody or possession;


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makes that person, on application to a judge of the Court of Queen’s Bench by theCommission, Chairperson or the Director, as the case may be, liable to becommitted for contempt by that court in the same manner as if that person was inbreach of an order or judgment of that court.

(6) In the case of a hearing or review, evidence shall be received that, in theopinion of the Commission, the Chairperson or the Director, as the case may be, isrelevant to the matter being heard.

(7) The legal and technical rules of evidence do not apply to a hearing or review.

(8) All oral evidence received shall be taken down in writing or recorded byelectronic means.

(9) All the evidence taken down in writing or recorded by electronic means and alldocumentary evidence and things received in evidence at a hearing or review formsthe record of the proceeding.

(10) A person or company attending or submitting evidence at a hearing or reviewmay be represented by counsel at the person’s or company’s own expense.

(11) When a decision made after the hearing or review adversely affects the rightof a person or company to trade in securities or exchange contracts, written reasonsfor the decision shall, at the request of that person or company, be issued by theCommission, the Chairperson or the Director, as the case may be.

(12) Notice of every decision together with a copy of the written reasons for it, ifany, shall be promptly sent by the Commission, the Chairperson or the Director, asthe case may be, to:

(a) the person or company to whom notice of hearing or review was sent; and

(b) any person who or company that, in the opinion of the Commission, theChairperson or the Director, as the case may be, is substantially affected by it.

(13) A hearing or review is open to the public unless the Commission, theChairperson or the Director, as the case may be, considers it in the public interestto order otherwise.

(14) Those provisions of The Queen’s Bench Rules relating to the payment ofconduct money or witness fees apply to matters heard pursuant to this Act.

(15) Notwithstanding that a person who or company that is directly affected by ahearing or review is neither present nor represented at the hearing or review,where notice of the hearing or review has been sent to that person or company inaccordance with subsection (2), the Commission, Chairperson or the Director, asthe case may be, may proceed with the hearing or review and make or give anydecision as though that person or company were present.

1988-89, c.S-42.2, s.9; 1995, c.32, s.7 and 73;2001, c.7, s.4.


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Appeals to Commission10(1) The Director shall immediately notify the Commission of every decision:

(a) refusing registration pursuant to section 28;

(b) refusing to issue a receipt for a prospectus pursuant to section 70; or

(c) ordering trading to cease pursuant to section 134.1.

(1.1) Within 30 days of the date of a decision mentioned in subsection (1), theCommission may notify the Director and every person directly affected by thedecision of the Commission’s intention to review the decision.

(2) Any person or company directly affected by a decision of the Chairperson orthe Director may, by notice in writing sent to the Commission within 30 days afterthe date of the sending of the notice of the decision, request and be entitled to areview of that decision by the Commission.

(3) On a review, the Commission may by order, confirm, quash or vary thedecision under review or make any other decision that the Commission considersproper.

(4) Repealed. 1995, c.32, s.8.

(5) Notwithstanding the request for a review by a person or company pursuant tothis section, the decision under review takes effect immediately unless theCommission grants a stay until a disposition of the review.

1988-89, c.S-42.2, s.10; 1995, c.32, s.8 and 73;2001, c.7, s.5.

Appeals to Court of Appeal11(1) A person or company directly affected by a decision of the Commission,other than a ruling pursuant to subsection 83(1), may appeal the decision to theCourt of Appeal.

(2) An appeal pursuant to this section shall be:

(a) by way of notice of motion within 30 days after the date that theCommission’s decision was sent or delivered; and

(b) served on the Director, within the time specified in clause (a).

(3) On an appeal pursuant to this section, the Court of Appeal may hear evidenceand argument with respect to the matter of appeal.

(4) On receiving a notice of appeal pursuant to subsection (2), the Director shalltransmit to the Registrar of the Court of Appeal:

(a) the direction, decision, order or ruling that has been reviewed by theCommission;

(b) a copy of the decision being appealed;

(c) any reasons delivered in connection with the decision being appealed;and

(d) the record of the proceedings before the Commission.


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(5) The Commission is a party to any appeal taken pursuant to this section and isentitled to be heard by counsel or otherwise on the appeal.

(6) Where an appeal is taken pursuant to this section, the Court of Appeal may byits order direct the Commission to make any decision or to do any other act that:

(a) the Commission is authorized and empowered to do pursuant to this Actor the regulations; and

(b) the Court of Appeal considers proper having regard to the material andsubmissions before it and to this Act and the regulations;

and the Commission shall make that decision or do that act accordingly.

(7) Notwithstanding an order of the Court of Appeal pursuant to this section, theCommission may make any further decision on new material evidence or wherethere is a material change in the circumstances, and that decision is subject toappeal pursuant to this section.

(8) Notwithstanding the taking of an appeal pursuant to this section, the decisionappealed from takes effect immediately but the Commission or the Court of Appealmay grant a stay until disposition of the appeal.

1988-89, c.S-42.2, s.11; 2001, c.7, s.6.

PART IIIInvestigations

Investigations ordered by Commission12(1) Where, on a statement made under oath, it appears probable to theCommission that any person or company has:

(a) contravened any provision of this Act, the regulations or a decision of theCommission;

(b) committed an offence under the Criminal Code in connection with atransaction relating to securities or exchange contracts;

(c) committed any act that may be unfair, oppressive, injurious, inequitableor improper to or discriminatory against:

(i) any holder, prospective holder, purchaser or prospective purchaserof any securities of that person or company;

(ii) any purchaser or prospective purchaser of an exchange contract; or

(iii) any creditor, prospective creditor of that person or company, orother person or company, otherwise beneficially interested in that personor company;

(d) committed any act whereby an unfair advantage may be secured by thatperson or company over any other person or company;

the Commission may, by order, appoint a person to make those investigations thatit considers expedient for the due administration of this Act and the regulations.


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(2) The Commission may, by order, appoint a person to make any investigationthat it considers necessary respecting all or any of the following:

(a) any matter relating to the administration of this Act and the regulations;

(b) any matter relating to trading in securities or exchange contracts;

(c) any matter relating to trading in securities or exchange contracts in anyother jurisdiction; or

(d) any matter relating to the administration of the laws of anotherjurisdiction that govern trading in securities or exchange contracts.

(3) In an order made pursuant to subsection (1) or (2), the Commission shallprescribe the scope of the investigation that is to be carried out pursuant to theorder.

(4) For the purposes of an investigation ordered pursuant to this section, theperson appointed to make the investigation may, with respect to the person who orcompany that is the subject of the investigation, investigate, inquire into andexamine:

(a) the affairs of that person or company;

(b) any books, papers, documents, records, correspondence, communications,negotiations, transactions, investigations, loans, borrowings and paymentsto, by, on behalf of or in relation to or connected with that person or company;

(c) the property, assets or things owned, acquired or alienated in whole or inpart by the person or company or any person or company acting on behalf of oras agent for that person or company;

(d) the assets at any time held by, the liabilities, debts, undertakings andobligations at any time existing and the financial or other conditions at anytime prevailing with respect to that person or company; and

(e) the relationship that may at any time exist or have existed between thatperson 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 exchangecontracts;

(vi) interlocking directorates;

(vii) common control;

(viii) undue influence or control; or

(ix) any other relationship.


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(5) A person appointed to make an investigation pursuant to this section has thesame power as is vested in the Court of Queen’s Bench for the trial of civil actionsto:

(a) summon and enforce the attendance of witnesses;

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

(c) compel witnesses to produce documents, records, securities, exchangecontracts and other property.

(5.1) A person appointed to make an investigation pursuant to this section mayseize and take possession of any documents, records, securities, exchange contractsor other property produced pursuant to subsection (5) and may make or cause to bemade copies of them.

(6) The failure or refusal of a person summoned as a witness pursuant tosubsection (5) to:

(a) attend;

(b) answer questions; or

(c) produce documents, records, securities, exchange contracts or otherproperty that are in his custody or possession;

makes that person, on application to a judge of the Court of Queen’s Bench by theperson making the investigation, liable to be committed for contempt by the Courtof Queen’s Bench in the same manner as if that person was in breach of an order orjudgment of that court.

(7) Repealed. 1995, c.32, s.9.

(8) A person giving evidence at an investigation pursuant to this section may berepresented by legal counsel at his own expense.

(9) If a justice of the peace or a judge of the Provincial Court of Saskatchewan issatisfied by information given under oath that there are reasonable grounds tobelieve that a contravention of this Act or the regulations or an order of theCommission has occurred and that there is evidence to be found at the place to besearched, the justice of the peace or judge may issue a warrant authorizing a personappointed to make an investigation pursuant to this section to enter the placenamed in the warrant and every part of the place named in the warrant and of thepremises connected with that place to:

(a) examine the place and connected premises; and

(b) search for and seize and take possession of any documents, records,securities, exchange contracts and other property that the person hasreasonable grounds to believe may constitute evidence of the contravention ofthis Act, the regulations or the order.

(9.1) A person authorized to execute a warrant issued pursuant to subsection (9)may employ other persons to assist him or her.

(10) An application for a warrant pursuant to subsection (9) may be made ex parteunless the judge of the Provincial Court of Saskatchewan otherwise directs.


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(11) A person appointed to make an investigation pursuant to this section shallmake the documents, records, securities, exchange contracts or other propertyavailable for inspection and copying where:

(a) the person appointed to make the investigation has seized documents,records, securities, exchange contracts or other property pursuant to thissection; and

(b) the person from whom or company from which the documents, records,securities, exchange contracts or other property were seized requests anopportunity to inspect or copy those documents, records, securities, exchangecontracts or other property.

(12) On the application of the person from whom or company from whichdocuments, records, securities, exchange contracts or other property were seizedpursuant to this section, the Commission may order that all or any of thedocuments, records, securities, exchange contracts or other property be copied andthe originals be returned to the person from whom or company from which theywere seized.

(12.1) A document certified by the Commission, or by a person appointed to makean investigation, to be a copy made pursuant to this section:

(a) is admissible in evidence, without proof of the office or signature of theperson appearing to have certified the document, in any proceedings before:

(i) the Commission, Chairperson or Director or any person appointed tomake an investigation; or

(ii) any court; and

(b) has the same probative force as the original document.

(13) Where an investigation is ordered pursuant to this section, the Commissionmay appoint an expert to examine documents, records, properties and matters ofthe person or company whose affairs are being investigated.

(14) Where the condition or value of any land, building or work is relevant in anyinvestigation:

(a) the Commission; or

(b) where authorized by the Commission, the person appointed to make theinvestigation or a person appointed pursuant to subsection (13);

may, on reasonable notice to the owner or occupier of the land, building or work,enter on and inspect that land, building or work.

1988-89, c.S-42.2, s.12; 1995, c.32, s.9.


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Report to Commission13 Every person appointed pursuant to section 12 to make an investigation shallprovide the Commission with:

(a) a full and complete report of the investigation;

(b) all transcripts of evidence and material in his or her possession relatingto the investigation on request; and

(c) interim reports on request.

1995, c.32, s.10.

Investigation ordered by the minister14 Notwithstanding section 12, the minister may, by order, appoint any person tomake any investigation that the minister considers necessary with respect to all orany of the following:

(a) any matter relating to the administration of this Act and the regulations;

(b) any matter relating to trading in securities or exchange contracts;

(c) any matter relating to trading in securities or exchange contracts in anyother jurisdiction; or

(d) any matter relating to the administration of the laws of anotherjurisdiction that govern trading in securities or exchange contracts.

1995, c.32, s.10.

Confidentiality15(1) Subject to subsection (2), no person shall disclose, except to his or hercounsel:

(a) any information, testimony, record, document or thing given or providedpursuant to this Part; or

(b) the name of any witness examined or sought to be examined pursuant tothis Part.

(2) Subsection (1) does not apply to any person appointed to make an investigationpursuant to section 12 or 14 if the disclosure is required in the course of theinvestigation.

(3) Subject to subsection (4), a person appointed to make an investigationpursuant to section 12 or 14, a member of the Commission, the Director and anyemployee appointed pursuant to section 6 are not compellable to give evidence inany court or in a proceeding of a judicial nature concerning any information thatcomes to the knowledge of that person in the exercise of the powers, theperformance of the duties or the carrying out of the functions of that personpursuant to this Part.

(4) Notwithstanding subsection (3), where the Commission considers it in thepublic interest to do so, the Commission may authorize the disclosure of anyinformation, testimony, record, document or thing obtained pursuant to this Partsubject to those terms and conditions that the Commission may impose.

1995, c.32, s.10.


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Report to minister and publication16(1) Where an investigation has been made:

(a) pursuant to section 12, the Commission may; or

(b) pursuant to section 14, the person making the investigation shall;

report the result of the investigation, including the evidence, findings, commentsand recommendations, to the minister.

(2) The minister may cause a report made to him pursuant to this section to bepublished in whole or in part and in any manner that he considers proper.

1988-89, c.S-42.2, s.16.

Extra-jurisdictional evidence16.1(1) Where it appears to a judge of the Court of Queen’s Bench, on anapplication made by the Commission, that a person outside Saskatchewan mayhave evidence that may be relevant to an investigation ordered by the Commissionpursuant to section 12 or a hearing required or permitted pursuant to this Act orthe regulations, the judge may issue a letter of request directed to the judicialauthority of the jurisdiction in which the person to be examined is believed to belocated.

(2) The judge hearing the application mentioned in subsection (1), or anotherjudge of that court, shall sign the letter of request and provide the letter to theCommission.

(3) A letter of request issued pursuant to subsection (1) may request the judicialauthority to which it is directed to:

(a) order the person referred to in the letter of request to be examined underoath in the manner, at the place and by the date referred to in the letter ofrequest;

(b) in the case of an examination for the purposes of a hearing required orpermitted pursuant to this Act or the regulations, order that a person who is aparty to the hearing is entitled to:

(i) be present or represented by counsel at that person’s expense duringthe examination; and

(ii) examine the person mentioned in clause (a);

(c) appoint a person named in the letter of request as the examiner toconduct the examination;

(d) order the person to be examined to produce at the examination therecords and things or classes of records and things specified in the letter ofrequest;

(e) direct that the evidence obtained by the examination be recorded andcertified in the manner specified in the letter of request; and

(f) take any further or other action that the judge signing the letter ofrequest considers appropriate.


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(4) The failure of a person entitled pursuant to clause (3)(b) to be present or to berepresented by counsel during an examination or to examine a person mentioned inclause (3)(a) does not prevent the Commission from reading in at the hearing theevidence from the examination if the examination has otherwise been conducted inaccordance with any order contained in a letter of request issued pursuant tosubsection (1).

(5) The Commission shall send the letter of request:

(a) if the examination is to be held in Canada, to the Deputy Minister ofJustice for the Province of Saskatchewan; or

(b) if the examination is to be held outside Canada, to the Under-Secretaryof State for External Affairs of Canada.

(6) The letter of request must have attached to it:

(a) any interrogatories to be put to the person to be examined;

(b) if known, a list of the names, addresses and telephone numbers, both inSaskatchewan and in the other jurisdiction, of:

(i) the solicitors or agents of the Commission;

(ii) the person to be examined; and

(iii) where applicable, the person entitled pursuant to clause (3)(b) to bepresent or represented by counsel during the examination and toexamine the person mentioned in clause (3)(a); and

(c) a translation of the letter of request and any interrogatories into theappropriate official language of the jurisdiction where the examination is totake place, along with a certificate of the translator, bearing the full name andaddress of the translator, that the translation is a true and completetranslation.

(7) The Commission shall file with the Under-Secretary of State for ExternalAffairs of Canada or with the Deputy Minister of Justice for the Province ofSaskatchewan, as the case may be, an undertaking to be responsible for all of thecharges and expenses incurred by the Under-Secretary or the Deputy Minister, asthe case may be, with respect to the letter of request and to pay them on receivingnotification of the amount.

(8) This section does not limit any power the Commission may have to obtainevidence outside of Saskatchewan by any other means.

(9) An order made by a judicial authority pursuant to a letter of request issued bya judge pursuant to subsection (1) does not determine whether the evidenceobtained pursuant to the order is admissible in evidence in a hearing before theCommission.

(10) Except where otherwise provided by this section, the practice and procedurein appointing a person to conduct an examination, conducting an examination andcertifying and returning an appointment pursuant to this section are to be thesame as far as is practicable or possible as those that govern similar matters in civilproceedings in the Court of Queen’s Bench.

1995 c.32 s.11.


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Extra-jurisdictional request for evidence16.2(1) In this section, “qualifying letter of request” means a letter of requestthat:

(a) is issued by a court or tribunal of competent jurisdiction in a jurisdictionother than Saskatchewan;

(b) is issued on behalf of the body that is, in the jurisdiction from which theletter is issued, empowered by the laws of that jurisdiction to administer orregulate the trading of securities or exchange contracts;

(c) is issued in relation to:

(i) a matter under investigation by the body mentioned in clause (b); or

(ii) a matter that is the subject of a hearing before the body mentionedin clause (b); and

(d) requests that evidence relating to the investigation mentioned inclause (c) be obtained from a person believed to be located in Saskatchewanwho is specified in the letter of request.

(2) On receipt of a qualifying letter of request, a judge of the Court of Queen’sBench may make any order the judge considers appropriate, including:

(a) an order that the person mentioned in clause (1)(d) be examined underoath in the manner, at the place and by the date requested by the foreign courtor tribunal;

(b) in the case of an examination for the purposes of a hearing mentioned insubclause (1)(c)(ii), an order that a person who is a party to the hearing isentitled to:

(i) be present or represented by counsel at that person’s expense duringthe examination; and

(ii) examine the person mentioned in clause (a);

(c) an order appointing a person named in the qualifying letter of request asthe examiner to conduct the examination;

(d) an order that the person mentioned in clause (1)(d) produce at theexamination any records and things or classes of records and things specifiedin the qualifying letter of request;

(e) an order directing that the evidence obtained by the examination berecorded and certified in the manner requested in the qualifying letter ofrequest;

(f) an order respecting any further matter that the judge considersappropriate.

(3) An order made pursuant to subsection (2) may be enforced in the same manneras if the order were made in or with respect to a proceeding brought in the Court ofQueen’s Bench.


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(4) Where a person mentioned in clause (1)(d) fails, without lawful excuse, tocomply with the order, the person is liable to be committed for contempt by a judgeof the Court of Queen’s Bench in the same manner as if that person were in breachof an order or judgment of that court.

(5) A person ordered to give evidence pursuant to subsection (2) has the sameright:

(a) to receive conduct money or any other money that a witness would havehad if the examination were held in relation to a civil proceeding in the Courtof Queen’s Bench; and

(b) to refuse to answer questions and produce records and things or classesof records and things that the person would have if that person were a witnessin a proceeding in the Court of Queen’s Bench.

(6) A person appointed as the examiner pursuant to this section has the authorityto administer an oath or affirmation to the person to be examined.

(7) Except where otherwise provided by this section, the practice and procedure inappointing a person to conduct an examination, conducting an examination andcertifying and returning an appointment pursuant to this section are to be thesame as far as is practicable or possible as those that govern similar matters in civilproceedings in the Court of Queen’s Bench.

1995, c.32, s.11.

17 to 19 Repealed. 1995, c.32, s.12.

PART IVAudits

Examinations by the Commission20(1) Notwithstanding sections 21 to 24, the Commission may, in writing,appoint any person to:

(a) conduct an examination of the affairs and records of:

(i) a registrant;

(ii) an issuer;

(iii) a reporting issuer;

(iv) a transfer agent;

(v) a custodian of assets of a mutual fund; or

(vi) a custodian of shares or units of a mutual fund pursuant to acustodial agreement or other arrangement with a person or companyengaged in the distribution of shares or units of the mutual fund; and

(b) prepare those financial or other statements and reports that theCommission may require.


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(2) The person conducting the examination has, concerning the person orcompany whose affairs are being examined, the power to:

(a) enter the premises of that person or company during normal businesshours;

(b) make and take a copy of the books, records and other documents relatingto the financial affairs of that person or company; and

(c) require any information relating to the affairs of that person or companyand the production of any relevant document.

(3) The person or company whose affairs are being examined shall give the personconducting the examination reasonable access to all books, records or otherdocuments relating to the person’s or the company’s affairs.

(4) No person or company shall withhold, destroy, alter, conceal or refuse to giveany information, book, record, document or thing that the person conducting theexamination considers is reasonably required for the purposes of the examination.

1995, c.32, s.13.

PART VSelf-regulation

Self-regulatory organizations21(1) In this Part, “self-regulatory organization” means an associationor organization representing registrants that is recognized pursuant tosubsection (2).

(2) On the application of an association or organization representing registrants,the Commission may, in writing, recognize the applicant as a self-regulatoryorganization where it is satisfied that:

(a) to do so would be in the public interest; and

(b) the applicant has satisfied or can satisfy all conditions with respect toself-regulatory organizations prescribed in the regulations and by theCommission.

(3) An applicant for recognition as a self-regulatory organization is not requiredto be incorporated.

(4) The Commission may impose any terms and conditions on the recognition of aself-regulatory organization that it considers appropriate.

(5) A self-regulatory organization shall, subject to this Act, the regulations andany decision made by the Commission, regulate the standards and businessconduct of its members.


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(6) Where it appears to the Commission to be in the public interest, it may makeany decision with respect to any:

(a) bylaw, rule or regulation;

(b) direction, decision, order or ruling made pursuant to any bylaw, rule orregulation; or

(c) practice;

of a self-regulatory organization.

(7) Any person or company directly affected by any direction, decision, order orruling made pursuant to any bylaw, rule or regulation of a self-regulatoryorganization may apply to the Commission for a hearing and review of thatdirection, decision, order or ruling and section 10 applies to the hearing and reviewin the same manner as to the hearing and review of a decision of the Chairperson.

(8) On the application of a self-regulating organization, the Commission mayrecommend to the Lieutenant Governor in Council that the self-regulatingorganization be permitted to administer all or any provision of this Act or theregulations as they relate to the members of the self-regulating organization.

(9) On the recommendation of the Commission pursuant to subsection (8) andwhere the Lieutenant Governor in Council considers it to be appropriate, theLieutenant Governor in Council may make regulations:

(a) authorizing the Commission to permit the self-regulating to administerall or any provision of this Act or the regulations as they relate to members ofthe self-regulating organization;

(b) imposing any terms and conditions that he considers appropriate on thepermission described in clause (a) and authorizing the Commission to imposeany terms and conditions that it considers on that permission.

(10) Notwithstanding that regulations are made pursuant to subsection (9)permitting a self-regulating organization to administer all or any provision of thisAct or the regulations, nothing in this section shall be interpreted as restricting theCommission in the administration of this Act or the regulations as they relate tothe members of the self-regulating organization.

1988-89, c.S-42.2, s.21; 1989-90, c.15, s.3; 1995,c.32, s.73.

Panel of auditors22 Every exchange recognized by the Commission pursuant to section 25 and,where the Commission determines that it is appropriate, every self-regulatoryorganization shall:

(a) select a panel of auditors, each of whom shall be:

(i) satisfactory to the Commission and have practiced as an auditor inCanada for five years or more; and

(ii) known as a panel auditor or members’ auditor; and


34


(b) employ an exchange auditor or an association auditor, as the case maybe:

(i) whose appointment is subject to the approval of the Commission;and

(ii) who has practiced as an auditor in Canada for 10 years or more.

1988-89, c.S-42.2, s.22; 1995, c.32, s.14.

Audits by stock exchanges and self-regulatory bodies23(1) Every exchange recognized by the Commission pursuant to section 25 and,where the Commission determines that it is appropriate, every self-regulatoryorganization, shall cause those of its members that the Commission may designatein writing to appoint an auditor from the panel of auditors selected pursuant tosection 22.

(2) An auditor appointed pursuant to subsection (1) shall:

(a) make the examination of the financial affairs of the member as called forby the bylaws, rules or regulations applicable to members of such class orclasses; and

(b) report the results of the examination to the exchange auditor orassociation auditor, as the case may be.

(3) The bylaws, rules and regulations of every exchange recognized by theCommission pursuant to section 25 and the rules and regulations of every self-regulatory organization with respect to the practice and procedure of theexaminations described in this section and any amendments to those bylaws, rulesand regulations are subject to the approval of the Commission.

(4) The examinations made pursuant to this section shall be conducted to thesatisfaction of the Commission.

1988-89, c.S-42.2, s.23; 1995, c.32, s.15.

Financial statements of registrants24 Every registrant whose financial affairs are not subject to examinationpursuant to section 23 shall:

(a) keep those books and records that are necessary for the proper recordingof his business transactions and financial affairs; and

(b) deliver to the Commission annually and at any other time that theCommission may require:

(i) a financial statement satisfactory to the Commission as to hisfinancial position, certified by the registrant or an officer or partner ofthe registrant and reported on by the auditor of the registrant; and

(ii) any other information that the Commission may require in anyform that it may prescribe.

1988-89, c.S-42.2, s.24.


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Recognition of stock exchanges25(1) No person or company shall carry on business as an exchange inSaskatchewan unless it is recognized in writing by the Commission as an exchange.

(2) Where it appears to the Commission to be in the public interest, it may makeany decision:

(a) with respect to the manner in which any exchange in Saskatchewancarries on business;

(b) with respect to any bylaw, ruling, instruction or regulation of anyexchange in Saskatchewan;

(c) with respect to trading on or through the facilities of any exchange inSaskatchewan or with respect to any security listed and posted for trading onany exchange in Saskatchewan;

(d) to ensure that issuers whose securities are listed and posted for tradingon any exchange in Saskatchewan comply with this Act and the regulations;

(e) respecting any security that is listed and posted for trading on anexchange; or

(f) respecting any exchange contract that is trading on an exchange.

(3) Any person or company directly affected by any direction, order or decisionmade pursuant to any bylaw, rule or regulation of an exchange in Saskatchewanmay apply to the Commission for a hearing and review of the direction, order ordecision and section 10 applies to the hearing and review in the same manner as tothe hearing and review of a decision of the Chairperson or the Director.

(4) On the application of any exchange, the Commission may deem that exchangeto be doing business in Saskatchewan for the purpose of bringing into effect thehearing and review provisions of subsection (3) and the Commission may, in itsdiscretion, limit or restrict that recognition.

1988-89, c.S-42.2, s.25; 1995, c.32, s.16 and 73.

Record of transactions26 Every exchange in Saskatchewan shall:

(a) keep a record showing the time at which each transaction on theexchange took place; and

(b) supply to any customer of any member of the exchange, on production ofa written confirmation of any transaction with the member, particulars of thetime at which the transaction took place and verification or otherwise of thematters set forth in the confirmation.

1988-89, c.S-42.2, s.26; 1995, c.32, s.17.


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PART VIRegistration

Registration for trading27(1) Subject to subsection (2) and sections 38, 39 and 39.1, no person or companyshall:

(a) trade in a security or exchange contract unless the person or company is:

(i) registered as a dealer; or

(ii) registered as a salesperson, a partner or an officer of a registereddealer and is acting on behalf of the dealer;

(b) Repealed. 2001, c.7, s.7.

(c) act as an adviser unless the person or company is:

(i) registered as an adviser; or

(ii) registered as an employee, as a partner or as an officer of aregistered adviser and is acting on behalf of the adviser;

and, where the registration is subject to terms and conditions, the person orcompany complies with those terms and conditions.

(2) Repealed. 2001, c.7, s.7.

(3) The termination of the employment with a registered dealer or registeredadviser of a registrant who is an individual operates as a suspension of theregistration of the registrant until:

(a) notice has been received by the Director from another registered dealeror registered adviser of the employment of that individual by the otherregistered dealer or registered adviser; and

(b) the reinstatement of the registration has been approved by the Director.

(4) The Director may designate as “non-trading” any employee or category ofemployees of a registered dealer if the employee or category of employees does notusually trade in securities or exchange contracts.

(5) A designation made pursuant to subsection (4) may be cancelled as to anyemployee or category of employees where the Director is satisfied that the employeeor any member of the category of employees should be required to apply forregistration as a salesperson, employee, partner or officer.

1988-89, c.S-42.2, s.27; 1995, c.32, s.18; 2001,c.7, s.7.

Granting of registration28(1) The Director shall grant registration, reinstatement of registration oramendment to registration to an applicant where, in his opinion:

(a) the applicant is suitable for registration; and

(b) the proposed registration or amendment to registration is not objectionable.


37


(2) The Director may, in the Director’s discretion, restrict a registration by doingall or any of the following:

(a) imposing terms and conditions on the registration;

(b) restricting the duration of the registration;

(c) restricting the registration to trades in certain securities or exchangecontracts or in a certain class of securities or exchange contracts;

(d) restricting the registrant to giving advice concerning certain securities,trades or exchange contracts or concerning a class of securities, trades orexchange contracts.

(3) The Director shall not refuse to grant, reinstate or amend a registration orimpose terms and conditions on a registration without giving the applicant anopportunity to be heard.

1988-89, c.S-42.2, s.28; 1995, c.32, s.19; 2001,c.7, s.8.

Voluntary surrender of registration29(1) On an application by a registrant, the Commission may accept thevoluntary surrender of the registration of the registrant where the Commission issatisfied that:

(a) the financial obligations of the registrant to his, her or its clients havebeen discharged; and

(b) the surrender of the registration would not be prejudicial to the publicinterest.

(2) The Commission may impose any terms and conditions on a voluntarysurrender that it considers appropriate.

1995, c.32, s.20.

Further applications30 Where registration has been refused, a further application for registrationmay be made to the Director:

(a) based on new or other material; or

(b) where it is clear that material circumstances have changed.

1988-89, c.S-42.2, s.30.

Application forms31 An applicant for registration shall:

(a) apply in writing on a form prescribed in the regulations; and

(b) forward with his application any fee that may be prescribed in theregulations.

1988-89, c.S-42.2, s.31.


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Address for service32 Every applicant for registration shall state in his application an address forservice in Saskatchewan and, subject to any other provision of this Act, all noticespursuant to this Act or the regulations are sufficiently served for all purposeswhere they are delivered or sent to the latest address for service so stated.

1988-89, c.S-42.2, s.32; 2001, c.7, s.9.

Bonding33(1) The Director may require any applicant or any registrant within a specifiedtime to deliver a bond by a guarantee company that is registered pursuant to TheGuarantee Companies Securities Act or any other bond in:

(a) any form that may be prescribed in the regulations or is acceptable to theCommission; and

(b) any amount that the Commission may require.

(2) The Director may require a registrant to file a new bond of the kind mentionedin subsection (1) within a specified time.

1988-89, c.S-42.2, s.33.

Duty of registrant to deal honestly, fairly and in good faith33.1 Every registrant, and every non-registered director, officer, partner andemployee of a registrant, shall deal honestly, fairly and in good faith with theirclients.

2004, c.28, s.5.

Further information, etc.34 The Director may require any one or more of the following:

(a) further information or material to be submitted by an applicant or aregistrant within a specified time;

(b) verification by affidavit or otherwise of any information or material thenor previously submitted; or

(c) that:

(i) the applicant or the registrant; or

(ii) any partner, officer, director, governor or trustee of, any personperforming a like function for or any employee of the applicant or theregistrant;

submit to examination under oath by a person designated by the Director.

1988-89, c.S-42.2, s.34.


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Residence35(1) In this section, “the required residence qualification”, where used withrespect to an individual, means that the individual at the date of the application isresident in Saskatchewan and:

(a) has resided in Canada for at least one year prior to the date of theapplication; or

(b) at the date of the application, is registered in a capacity corresponding tothat of a dealer, adviser, partner, officer, employee or salesperson pursuant tothe laws of a jurisdiction in Canada governing securities or exchangecontracts in which he or she last resided and has been so registered orauthorized for at least one year immediately prior to the date of theapplication.

(2) Notwithstanding that an applicant is otherwise suitable for registration, theDirector may refuse registration to:

(a) an individual who does not possess the required residence qualification;

(b) a company that does not have at least one officer or director whopossesses the required residence qualification; or

(c) a partnership or other unincorporated association that does not have atleast one partner or member who possesses the required residence qualification.

(3) For the purposes of this section, an individual is deemed not to have ceased toreside in Canada by reason only of his absence from Canada:

(a) as a member of the Canadian Forces; or

(b) while attending a university, college or other educational institutionoutside Canada.

1988-89, c.S-42.2, s.35; 1995, c.32, s.21; 2001,c.7, s.10.

36 Repealed. 2001, c.7, s.11.

37 Repealed. 2001, c.7, s.11.

PART VIIExemptions from Registration

Advisers, underwriters38(1) Registration as an adviser is not required to be obtained by:

(a) the following persons or companies where the performance of the serviceas an adviser is solely incidental to the person’s or company’s principalbusiness or occupation:

(i) a bank to which the Bank Act (Canada) applies or the BusinessDevelopment Bank of Canada continued pursuant to the BusinessDevelopment Bank of Canada Act;

(ii) a trust corporation licensed pursuant to The Trust and LoanCorporations Act, 1997;


40


(iii) an insurance company licensed pursuant to The SaskatchewanInsurance Act;

(iii.1) a credit union;

(iv) a lawyer, an accountant, an engineer or a teacher;

(v) a registered dealer or any partner, officer or employee of aregistered dealer;

(vi) a publisher of or any writer for any bona fide newspaper, newsmagazine or business or financial publication that is:

(A) of general and regular paid circulation; and

(B) distributed only to subscribers to it for value or to purchasersof it;

who gives advice as an adviser only through that publication, has nointerest either directly or indirectly in any of the securities on which theadvice is given and receives no commission or other consideration forgiving the advice; or

(b) any persons or companies designated in the regulations.

(2) Repealed. 2001, c.7, s.12.

1988-89, c.S-42.2, s.38; 1995, c.32, s.23; 1997,c.T-22.2, s.90; 2001, c.7, s.12 and c.8, s.20.

Trades, securities39(1) Subject to the regulations, registration is not required with respect to thefollowing trades in securities:

(a) a trade:

(i) by an executor, administrator, guardian or committee;

(ii) by an authorized trustee or assignee, an interim or official receiveror a custodian pursuant to the Bankruptcy and Insolvency Act (Canada);

(iii) Repealed. 1995, c.32, s.24.

(iv) by a receiver pursuant to The Queen’s Bench Act, 1998;

(v) by a receiver, receiver-manager or liquidator pursuant to TheCompanies Winding Up Act, the Winding-up Act (Canada), the CanadaBusiness Corporations Act or The Business Corporations Act;

(vi) at a judicial sale; or

(vii) by a sheriff pursuant to The Executions Act;


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(b) a trade that is an isolated trade by or on behalf of:

(i) a holder in a security for the holder’s account; or

(ii) an issuer in a security of its own issue for the issuer’s account;

where:

(iii) the trade is not made in the course of continued and successivetransactions of a like nature; and

(iv) the trade is not made by a person or company whose usual businessis trading in securities;

(c) a trade where the party purchasing as principal, but not asunderwriter, is:


(ii) a loan corporation or trust corporation licensed pursuant to TheTrust and Loan Corporations Act, 1997;



(iii.2) the Credit Union Central of Saskatchewan;

(iv) a subsidiary of any of the parties described in subclause (i), (ii), (iii)or (iii.1) where the bank, loan corporation, trust company, credit union orinsurance company, as the case may be, owns beneficially all of thevoting securities of that subsidiary;

(v) Her Majesty in right of Canada or of any province or territory ofCanada;

(vi) a Crown corporation; or

(vii) any municipal corporation or public board or commission inCanada;

(d) a trade where the party purchasing as principal is a company or a personand is recognized by the Commission as an exempt purchaser;

(e) a trade where:

(i) the purchaser purchases as principal; and

(ii) the trade is in a security having an aggregate acquisition cost to thepurchaser of not less than $150,000;


42


(f) a trade that is:

(i) in a security to a lender, pledgee, mortgagee or other encumbrancerfor the purpose of giving collateral for a bona fide debt; or

(ii) the transfer of beneficial ownership of that security to the lender,pledgee, mortgagee or other encumbrancer pursuant to realization onthe collateral described in subclause (i);

(g) a trade by or for the account of a pledgee, mortgagee or other encumbrancerfor the purpose of liquidating a bona fide debt by selling or offering for sale asecurity pledged, mortgaged or otherwise encumbered in good faith ascollateral for the debt;

(h) a trade in a security that may occasionally be transacted by employees ofa registered dealer, other than a dealer selling securities of its own issue,where the employees:

(i) do not usually sell securities; and

(ii) have been designated by the Director as non-trading employees,either individually or as a class;

(i) a trade between a person or company and an underwriter acting aspurchaser and trades between or among underwriters;

(j) a trade in a security by a person or company acting solely through anagent who is a registered dealer or by a person or company with a registereddealer who is acting as principal;

(k) the execution of an unsolicited order to purchase or sell through aregistered dealer by a credit union, a bank or a trust corporation licensedpursuant to The Trust and Loan Corporations Act, 1997 as agent for a personor company and the trade by that person or company in placing the unsolicitedorder with the bank or trust company, if the credit union, bank or trustcompany does not promote or market this service;

(l) a trade in a bond or debenture by way of an unsolicited order given to abank to which the Bank Act (Canada) applies or to a trust corporation licensedpursuant to The Trust and Loan Corporations Act, 1997 if:

(i) the bank or trust company is acting as principal; and

(ii) the bond or debenture is:

(A) acquired by the bank or trust corporation for purposes of thetrade from; or

(B) sold by the bank or trust corporation following the trade to;

a registered dealer;


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(m) a trade by an issuer:

(i) in a security of its own issue that is distributed by it to holders of itssecurities as a stock dividend or other distribution out of earnings orsurplus;

(ii) in a security whether of its own issue or not that is distributed by itto holders of its securities pursuant to:

(A) a bona fide reorganization of that issuer;

(B) a winding up or dissolution of that issuer; or

(C) a distribution of its assets for the purpose of winding up itsaffairs;

(iii) in a security of its own issue transferred or issued through theexercise of a right previously granted by the issuer, of:

(A) the holder to purchase, convert or exchange; or

(B) the issuer to require the holder to purchase, convert orexchange;

(iv) in a security of a reporting issuer held by the issuer that istransferred or issued though the exercise of a right to purchase, convertor exchange previously granted by the issuer, if the issuer has given theCommission written notice stating the date, amount, nature and conditionsof the proposed trade, including the approximate net proceeds to bederived by the issuer on the basis of those additional securities beingfully taken up and either:

(A) the Commission has not informed the issuer in writingwithin 10 days of the giving of the notice that it objects to theproposed trade; or

(B) the issuer has delivered to the Commission informationrelating to the securities that is satisfactory to and accepted by theCommission;

where no commission or other remuneration is paid or given to others withrespect to the trade except for administrative or professional services or forservices performed by a registered dealer;

(m.1) a trade by a reporting issuer in a security of its own issue, to a personwho or company that accepts the security as settlement of part or all of a debtowing to that person or company by that reporting issuer where the person orcompany obtains independent advice from an adviser acceptable to theCommission;

(n) a trade by an issuer in a security of a reporting issuer held by it that isdistributed by it to holders of its securities as a dividend in specie;


44


(o) a trade by an issuer in a right granted by the issuer to all holders of aclass of its securities whose address on the books of the issuer is inSaskatchewan to purchase additional securities of its own issue and the issueof securities pursuant to the exercise of the right where:

(i) the issuer is not a reporting issuer and the grantees of the rightsresiding in Saskatchewan, according to their last addresses as shown inthe issuer’s books, are not more than 10 in number and hold betweenthem not more than 1% of the rights granted;

(ii) the issuer is not a reporting issuer but is a reporting issuerpursuant to the laws of another province and:

(A) it is a company incorporated or continued or a partnership orother unincorporated organization established pursuant to thelaws of that province or a company incorporated pursuant to thelaws of Canada whose head office is in that province;

(B) not less than 20% in number of the grantees of the rightsreside in that province, according to their last addresses as shownon the issuer’s books, and trades pursuant to the exercise of therights granted to them have been permitted by the securitiescommission or similar agency of that province;

(C) not more than 20% in number of the grantees of the rightsreside in Saskatchewan, according to their last addresses as shownon the issuer’s books; and

(D) prior to the exercise of the rights, a copy of the offer or otherdocument inviting the exercise of the rights sent to the grantees isfiled with the Commission accompanied by a certificate of an officerof the issuer or its legal counsel verifying that it is in the formaccepted by the securities commission or similar agency in thatother province and that the other requirements of this paragraphhave been fulfilled; or

(iii) the issuer has filed with the Commission written notice stating thedate, amount, nature and conditions of the proposed trade, including theapproximate net proceeds to be derived by the issuer on the basis of suchadditional securities being fully taken up, and either:

(A) the Commission has not informed the issuer in writingwithin 10 days of the filing of the notice that it objects to theproposed trade; or

(B) where a notice of objection is given pursuant to paragraph (A),the Commission has informed the issuer that it has withdrawn itsobjection to the proposed trade;

(p) a trade in a security of an issuer in connection with an amalgamation, amerger, a reorganization, an arrangement or a statutory procedure;


45


(p.1) a trade by a security holder in securities that are being disposed of toan issuer with respect to a transaction described in clause (p);

(q) a trade in a security of an issuer that is exchanged by or for the account ofan issuer with the security holders of another issuer or the issuer pursuant toa take-over bid or an issuer bid;

(r) a trade in a security to a person or company pursuant to a take-over bidor issuer bid made by that person or company;

(s) a trade in a security of an issuer to the issuer pursuant to the purchase,redemption or acquisition of the security by the issuer;

(t) a trade by an issuer in a security of its own issue as consideration for aportion or all of the assets of any person or company where the fair value ofthe assets so purchased is not less than $150,000;

(u) a trade by an issuer in the securities of its own issue:

(i) with its employees or employees of an affiliate; or

(ii) to a trustee on behalf of an employee or an employee of an affiliate,including the trade from the trustee to that employee under the terms ofthe trust;

where the employee is not induced to purchase by expectation of employmentor continued employment;

(v) a trade by an issuer in a security of its own issue where:

(i) the trade is reasonably necessary to facilitate the incorporation ororganization of the issuer; and

(ii) the security is traded for a nominal consideration to not more thanfive incorporators or organizers, unless the statute pursuant to which theissuer is incorporated or organized requires the trade to be for a greaterconsideration or to a larger number of incorporators or organizers inwhich case the security may be traded for that greater consideration or tothat larger number of incorporators or organizers;

(w) a trade in a security of an issuer to a promoter of the issuer, where thetrade is made by:

(i) the issuer;

(ii) another promoter of the issuer; or

(iii) an incorporator or organizer of the issuer;

(x) a trade in a security of an issuer where each of the parties to the trade is,as regards that issuer, a control person;

(y) a trade made by an issuer in a security of its own issue if:

(i) Repealed. 1995, c.32, s.24.

(ii) each purchaser purchases as principal;


46


(iii) all of the purchases are completed within a period of six monthsafter the date of approval by the Director of the offering memorandum orany other date that the Director may approve, except that subsequentsales to the same purchasers may be carried out if made in compliancewith written agreements entered into during that period;

(iv) each purchaser is:

(A) an investor who, by virtue of:

(I) subject to subclause (v), his net worth and income beinggreater than the amount determined by the Commission forthe purposes of this clause and his investment experience; or

(II) consultation with or advice from an independent personor company acceptable to the Commission;

is able to evaluate the prospective investment on the basis ofinformation respecting the investment presented to him by theissuer; or

(B) a senior officer or director of the issuer or an affiliate of theissuer or a spouse, spousal equivalent, parent, brother, sister, child,mother-in-law, father-in-law, brother-in-law or sister-in-law of asenior officer or director of the issuer or an affiliate of the issuer;

(v) in the case of a trade made in reliance on subparagraph (iv)(A)(I)or (II), the issuer submits information satisfactory to the Commission toprove that the investor meets the criteria prescribed in that subparagraph;

(vi) the offer and sale of the securities are not accompanied by anadvertisement;

(vii) no selling or promotional expenses have been paid or incurred inconnection with the offer and sale except for professional services or forservices performed by a registered dealer;

(viii) each purchaser to whom securities are sold in reliance on thisexemption is furnished with an offering memorandum, and anyamendment to the offering memorandum, in a form that is satisfactory tothe Director before an agreement of purchase and sale is entered intowith that purchaser;

(ix) no promoter of the issuer, other than a registered dealer, has actedwithin the previous 12 months as a promoter of any other issuer whichhas traded in securities of its own issue pursuant to the exemption in thisclause; and

(ix.1) the cumulative amount raised by the issuer from all purchasersin Saskatchewan pursuant to the exemption in this clause does notexceed $1,000,000;

(x) Repealed. 1995, c.32, s.24.


47


(z) a trade by an issuer in a security of its own issue as consideration formining or oil and gas properties or an interest in them where the vendor of theproperty enters into an escrow or a pooling agreement satisfactory to theDirector;

(aa) a trade by a registered real estate broker, by an authorized official of aregistered real estate broker or by a registered real estate salesperson actingin the course of his or her employment in securities of an issuer where:

(i) the trade results from the listing for sale with a broker of real estate,or of real estate and other assets, owned by the issuer;

(ii) the securities traded include all the outstanding securities of theissuer;

(iii) the trade is to a single purchaser or to a group of purchasers whohave not been introduced to each other by the vendor or by anyone actingon behalf of the vendor; and

(iv) the purchaser obtains advice from an adviser acceptable to theCommission before he or she enters into a binding contract of purchase;

(bb) Repealed. 1995, c.32, s.24.

(cc) a trade made by an issuer in securities of its own issue with:

(i) a senior officer or director of the issuer;

(ii) a senior officer or director of an affiliate of the issuer;

(iii) a spouse, spousal equivalent, parent, brother, sister, child, mother-in-law, father-in-law, brother-in-law or sister-in-law of any personmentioned in subclause (i) or (ii);

(iv) close friends or close business associates of a promoter of the issuer,if:

(A) a notice of intention to trade prepared and executed inaccordance with the regulations is filed by the issuer before thetrade;

(B) all trades are completed within six months after the date ofthe notice of intention to trade, except that subsequent sales to thesame purchasers may be carried out if they comply with writtenagreements entered into during that six-month period;

(C) there is not an invitation to the public to subscribe for thesecurities;

(D) no promoter of the issuer, other than a registered dealer, hasacted as a promoter of any other issuer where that other issuer hastraded in securities of its own issue pursuant to this exemptionwithin the previous 12 months;


48


(E) no selling or promotional expenses connected with the offer orsale have been paid or incurred; and

(F) a statutory declaration, prepared and executed in accordancewith the regulations, is completed by each purchaser and is filed bythe issuer within 10 days after the completion of the offering; or

(v) a person or company all of whose securities are beneficially ownedby one or more of the individuals mentioned in subclause (i), (ii), (iii)or (iv), but, where that individual is or those individuals are mentionedin subclause (iv), only if all of the conditions of subclause (iv) apply;

(dd) Repealed. 1995, c.32, s.24.

(ee) a trade in a security of an issuer previously issued pursuant to theexemption in clause (y) or (cc) where each of the parties to the trade is apurchaser of the security issued under one of those exemptions;

(ff) a trade by an issuer in a security of the issuer’s own issue of a classthat is:

(i) publicly traded; or

(ii) redeemable at the option of the holder;

pursuant to a plan made available by that issuer to all holders of a class ofpublicly traded securities of the issuer the last address of whom as shown inthe books of the issuer is in Saskatchewan, where:

(iii) the plan permits the holder to elect to receive stock dividends inlieu of cash dividends or to direct that dividends, interest paid orpayable, distributions out of earnings or surplus, income or any otherdistributions be applied to the purchase of securities from the issuer;

(iv) the plan may include an option of the holder to make cashpayments to purchase additional securities for the issuer; and

(v) in the case of a plan that includes an option described insubclause (iv), either:

(A) the aggregate number of securities of any class issued pursuantto the cash payment component of that plan in any financial year ofthe issuer does not exceed 2% of that number of the outstandingsecurities of that class as at the commencement of that financialyear; or

(B) at the time of the subject trade, Saskatchewan residents holdnot more than 5% of the outstanding securities of the classavailable for purchase under the cash payment option of the plan;


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(gg) a trade by a mutual fund to a holder of a share or unit in the fund where:

(i) the trade is pursuant to a plan made available by a mutual fund toall holders of securities whose last address as shown in the books of themutual fund is in Saskatchewan where the plan permits or requires thatdividends or distributions of income or capital gains attributable to theshares or units held by a holder be reinvested in additional shares orunits of the fund of the same class or having the same attributes as theshares or units with respect to which the dividends or distributions ofincome or capital gains are attributable; and

(ii) no sales charge is payable with respect to the trade;

(hh) a trade in a share or unit of a mutual fund to a purchaser other than theinitial trade in a share or unit of the mutual fund to that purchaser, where:

(i) the initial trade in a share or unit of the mutual fund to thatpurchaser was made in reliance on the exemption in clause (e); and

(ii) either the net asset value or the aggregate acquisition cost of theshares or units in the mutual funds held by the purchaser as at the dateof the trade is not less than $150,000;

(ii) a trade with respect to which the regulations provide that registration isnot necessary.

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

(a) a bond, debenture or other evidence of indebtedness:

(i) of or guaranteed by the Government of Canada, or the Governmentof any province or territory of Canada;

(i.1) of or guaranteed by a country or political division of a countryrecognized by the Commission for the purposes of this subclause;

(ii) of any municipal corporation in Canada, including debenturesissued for public, separate, secondary or vocational school purposes,guaranteed by any municipal corporation in Canada or secured by orpayable out of rates or taxes levied pursuant to the law of any province ofCanada on property in that province and collectable by or through themunicipality in which the property is situated;

(iii) of or guaranteed by a bank to which the Bank Act (Canada) applies,a trust corporation or loan corporation licensed pursuant to The Trustand Loan Corporations Act, 1997 or an insurance company licensedpursuant to The Saskatchewan Insurance Act, other than bonds,debentures or other evidences of indebtedness which are subordinate inright of payment to deposits held by the issuer or guarantor of thosebonds, debentures or other evidences of indebtedness;


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(iv) of or guaranteed by the International Bank for Reconstruction andDevelopment established by the Agreement for an International Bankfor Reconstruction and Development approved by the Bretton WoodsAgreements Act (Canada) where the bonds, debentures or evidences ofindebtedness are payable in the currency of Canada or the United Statesof America; or

(v) of or guaranteed by the Asian Development Bank or by theInter-American Development Bank where:

(A) the bonds, debentures or evidences of indebtedness arepayable in currency of Canada or the United States of America; and

(B) with respect to those securities, the documents, certificates,reports, releases, statements, agreements and other informationthat may be required by the Commission are filed with theCommission;

(b) a certificate or receipt issued by a trust corporation licensed pursuant toThe Trust and Loan Corporations Act, 1997 for moneys received for guaranteedinvestment;

(c) a security issued by private mutual fund;

(d) a share or unit of a mutual fund that:

(i) is administered by a trust corporation licensed pursuant to TheTrust and Loan Corporations Act, 1997;

(ii) has no promoter other than one or more of such trust corporations;

(iii) has no manager other than one or more of such trust corporationsor a portfolio manager who is registered or exempt from registrationunder this Act; and

(iv) consists of a fund maintained by a trust corporation in whichmoneys belonging to various estates and trusts in its care are commingledfor the purpose of facilitating investment;

(e) a negotiable promissory note or commercial paper that:

(i) matures not more than one year from the date of issue;

(ii) is not convertible or exchangeable into or accompanied by a right topurchase another security other than a security described in this clause;and

(iii) has a rating prescribed in the regulations;

(f) a mortgage or other encumbrance on real or personal property, other thana mortgage or other encumbrance contained in or secured by a bond,debenture or similar obligation or in a trust deed or other instrument tosecure bonds or debentures or similar obligations, where the mortgages orother encumbrances are offered for sale by a person or company licensed orexempted from licensing pursuant to The Mortgage Brokers Act;

(g) a security evidencing indebtedness due under any conditional salescontract or other title retention contract providing for the acquisition ofpersonal property where the security is not offered for sale to an individual;


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(h) securities issued by an issuer organized exclusively for educational,benevolent, fraternal, charitable, religious or recreational purposes and notfor profit where:

(i) no part of the issuer’s profits inure to the benefit of any securityholder; and

(ii) no commission or other remuneration is paid in connection with thesale of the securities;

(i) a security issued by a company in accordance with The Co-operatives Act;

(j) unless The Credit Union Act, 1998 provides otherwise, a security issuedby a credit union to its members in accordance with that Act or issuedpursuant to an exemption granted by that Act;

(k) a security of a private issuer where it is not offered for sale to the public;

(l) a security issued and sold by a prospector for the purpose of financing aprospecting expedition;

(m) a security issued by a prospecting syndicate that has filed a prospectingsyndicate agreement pursuant to Part X for which the Director has issued areceipt, where:

(i) the security is sold by the prospector or one of the prospectors whostaked claims that belong to or are the subject of a declaration of trust infavour of the prospecting syndicate; and

(ii) the prospector delivers a copy of the prospecting syndicate agreementto the person or company purchasing the security before acceptingpayment for the security;

(n) a security issued by a prospecting syndicate that has filed a prospectingsyndicate agreement pursuant to Part X for which the Director has issued areceipt, where the securities issued by the prospecting syndicate:

(i) are not offered for sale to the public; and

(ii) are sold to not more than 50 persons or companies;

(o) variable insurance contracts issued by a company licensed pursuant toThe Saskatchewan Insurance Act where the variable insurance contract is:

(i) a contract of group insurance;

(ii) a whole life insurance contract providing for the payment atmaturity of an amount not less than three quarters of the premium paidup to the age of 75 for a benefit payable at maturity;

(iii) an arrangement for the investment of policy dividends and policyproceeds in a separate and distinct fund to which contributions are madeonly from policy dividends and policy proceeds; or

(iv) a variable life annuity;

(p) securities with respect to which the regulations provide that registrationis not required.


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(3) For the purpose of this section:

(a) a trust corporation licensed pursuant to the The Trust and LoanCorporations Act, 1997 is deemed to be acting as principal when it trades orpurchases a security as trustee or as agent for accounts fully managed by it;

(b) a portfolio manager or a person who or company that, but for theapplicability of an exemption pursuant to this Act or the regulations, would beobliged to be registered as a portfolio manager is deemed to be acting asprincipal when the person or company trades or purchases a security as agentfor accounts fully managed by him or it;

(c) “contract”, “life insurance” and “policy” have the same meaning asin section 2 of The Saskatchewan Insurance Act;

(d) “group insurance” has the same meaning as in section 133 of TheSaskatchewan Insurance Act;

(e) “variable insurance contract” means a contract of life insuranceunder which the interest of the purchaser is valued for the purposes ofconversion or surrender by reference to the value of a proportionate interest ina specified portfolio of assets; and

(f) “exempt issuer bid”, “exempt take-over bid”, “issuer bid” and“take-over bid” have the same meaning as in Part XVI.

(4) Repealed. 2004, c.28, s.6.

1988-89, c.S-42.2, s.39; 1989-90, c.15, s.3; 1995,c.32, s.24; 1997, c.T-22.2, s.90; 1998, c.C-45.2,s.476; 2001, c.8, s.20; 2004, c.28, s.6 and c.65,s.31.

Trades, exchange contracts39.1 Subject to the regulations, registration pursuant to subsection 27(1) is notrequired for the following trades in exchange contracts:

(a) a trade in an exchange contract by a person or company acting solelythrough an agent who is a registered dealer;

(b) a trade prescribed in the regulations.

1995, c.32, s.25.


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PART VIIIExchange Contracts

Trading on an exchange in Saskatchewan40(1) No person or company shall trade in an exchange contract on an exchangein Saskatchewan unless:

(a) the exchange is recognized by the Commission pursuant tosubsection 25(1); and

(b) the form of the exchange contract has been accepted by the Commission.

(2) For the purposes of clause (1)(b), on application by an exchange, theCommission may, by order, accept the form of an exchange contract.

(3) The Commission shall not refuse to accept the form of an exchange contractwithout giving the applicant an opportunity to have a hearing before theCommission.

1995, c.32, s.26.

Trading on a recognized exchange outside Saskatchewan41(1) No registrant shall trade in an exchange contract on behalf of anotherperson or company on an exchange located outside of Saskatchewan unless theexchange is recognized in writing by the Commission.

(2) For the purposes of subsection (2), a person or company may apply forrecognition of an exchange located outside Saskatchewan.

(3) On receipt of an application, the Commission may, by order, recognize anexchange outside Saskatchewan.

(4) The Commission shall not refuse to recognize an exchange outsideSaskatchewan without giving the applicant an opportunity to have a hearingbefore the Commission.

(5) The Commission may recognize an exchange if the Commission is satisfiedthat to do so would not be prejudicial to the public interest and in making itsdecision, the Commission shall take into account whether, in the opinion of theCommission:

(a) the clearing and other arrangements made and the financial condition ofthe exchange, its clearing agency and its members are sufficient to providereasonable assurance that all obligations arising out of contracts entered intoon the exchange and the obligations of members of the exchange to theircustomers will be met;

(b) the rules and regulations applicable to exchange members and clearinghouse members are in the public interest and are actively enforced;

(c) floor trading practices are fair and properly supervised;

(d) adequate measures are taken to prevent manipulation and excessivespeculation; and

(e) adequate provision is made to record and publish details of tradingincluding volume and open interests.


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(6) In the case of an exchange in the United States of America that is designatedby the Commodity Futures Trading Commission as a contract market, theCommission may accept that designation as constituting, while it remains in force,sufficient proof that the exchange complies with clauses (5)(a) to (e).

(7) The Commission may, after a hearing, withdraw its recognition of anexchange if, in its opinion:

(a) the exchange is no longer complying with clauses (5)(a) to (e); or

(b) it would for any other reason be prejudicial to the public interest tocontinue to recognize the exchange.

1995, c.32, s.26.

PART IXTrading in Securities and Exchange Contracts

Confirmations of trades42(1) Subject to the regulations, every registered dealer who has acted as aprincipal or an agent in any trade in a security or an exchange contract shallpromptly send to the customer a written confirmation of the transaction.

(2) At the request of the Director, every dealer who has acted as an agent in atrade in a security or an exchange contract shall promptly:

(a) make a reasonable inquiry in order to provide to the Director particularsthat are sufficient to identify the person from, to or through whom or thecompany from, to or through which the security or exchange contract wasbought or sold; and

(b) provide to the Director the name of, and those particulars arising fromthe inquiry that are sufficient to identify, the person or company mentioned inclause (a).

1995, c.32, s.28.

Prohibition on attendance at residences43(1) In this section, “residence” includes any building or part of a building inwhich the occupant resides either permanently or temporarily and any premisesappurtenant thereto.

(2) The Commission may, by order, suspend, cancel, restrict or impose terms andconditions on the right of any person or company or class of persons or companiesnamed or described in the order to:

(a) attend at a residence; or

(b) telephone from within Saskatchewan to any residence within or outsideSaskatchewan;

for the purpose of trading in any security, in any class of securities, in any exchangecontract or in any class of exchange contracts.


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(3) The Commission shall not make an order pursuant to subsection (2) withoutgiving the person or company or class of persons or companies affected anopportunity to be heard.

(4) For the purposes of this section, a person or company is deemed to haveattended or telephoned where a partner, officer, director, employee or salespersonof the person or company attends or telephones on its behalf.

1988-89, c.S-42.2, s.43; 1995, c.32, s.29.

Prohibition on representations44(1) No person or company shall, with the intention of effecting a trade in asecurity or an exchange contract, make any representation, written or oral, that theperson or company or any other person or company will:

(a) resell or repurchase a security;

(b) refund all or any of the purchase price of a security;

(c) refund all or any margin or premium paid with respect to an exchangecontract; or

(d) assume all or part of an obligation under an exchange contract.

(1.1) Subsection (1) does not apply to a security that carries or is accompanied by:

(a) an obligation of the issuer to redeem or repurchase the security; or

(b) a right of the owner of the security to require the issuer to redeem orrepurchase the security.

(2) No person or company shall, with the intention of effecting a trade in asecurity or exchange contract, give any undertaking, written or oral, relating to thefuture value or price of that security or exchange contract.

(3) Except with the written permission of the Director, no person or companyshall, with the intention of effecting a trade in a security, make any representation,written or oral, that:

(a) the security will be listed on any exchange; or

(b) an application has been or will be made to list the security on anyexchange.

(3.1) No person or company shall, with the intention of effecting a trade in asecurity or exchange contract, make a statement that the person or companyknows, or ought reasonably to know, is a misrepresentation.

(4) This section does not apply to any representation mentioned in subsection (1)made to a person or company where:

(a) the representation is contained in an enforceable written agreement; and

(b) the security has an aggregate acquisition cost of more than $150,000.

1988-89, c.S-42.2, s.44; 1995, c.32, s.30; 2001,c.7, s.13.


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Unfair practice prohibited44.1(1) In this section, “unfair practice” includes:

(a) putting unreasonable pressure on a person to purchase, hold, or sell asecurity;

(b) taking advantage of a person’s:

(i) inability or incapacity to reasonably protect their own interestsbecause of physical or mental infirmity, ignorance, illiteracy or age; or

(ii) inability to understand the character, nature or the language of anymatter relating to a decision to purchase, hold or sell a security; and

(c) imposing terms, conditions, restrictions or limitations with respect totransactions that are harsh or oppressive.

(2) No person or company shall engage in an unfair practice with the intention ofadvising or effecting the purchase or sale of a security.

2004, c.28, s.7.

Dealer as principal45(1) Where a registered dealer, with the intention of effecting a trade in asecurity with any person or company other than another registered dealer, issues,publishes or sends a circular, pamphlet, letter, telegram or advertisement andproposes to act in the trade as a principal, the registered dealer shall state that heacts as principal in the circular, pamphlet, letter, telegram or advertisement orotherwise in writing before:

(a) entering into a contract for the sale or purchase of any of that security;and

(b) accepting payment or receiving any security or other considerationpursuant to or in anticipation of any such contract.

(2) Notwithstanding a statement made in compliance with this section orclause 42(1)(c) that a registered dealer proposes to act or has acted as principal inconnection with a trade in a security, the registered dealer may act as agent inconnection with a trade of that security.

(3) This section does not apply to trades mentioned in subsection 39(1) or tosecurities mentioned in subsection 39(2).

1988-89, c.S-42.2, s.45.


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Disclosures of financial interest of advisers46 Subject to the regulations, every registered adviser shall cause to be printed ina conspicuous position on every circular, pamphlet, advertisement, letter, telegramor other publication issued, published or sent out by him, in which the adviserrecommends that a specific security be purchased, sold or held, in type not lesslegible than that used in the body of the circular, pamphlet, advertisement, letter,telegram or other publication, a full and complete statement of any financial orother interest that he or any partner, director or officer or a person who or companythat would be an insider of the adviser if the adviser was a reporting issuer mayhave either directly or indirectly in any securities referred to in the circular,pamphlet, letter, telegram, advertisement or other publication or in the sale orpurchase of the securities including:

(a) any ownership, beneficial or otherwise, that any of them may have withrespect to those securities or in any securities issued by the same issuer;

(b) any option that any of them may have with respect to those securitiesand the terms of that option;

(c) any commission or other remuneration that any of them has received ormay expect to receive from any person or company in connection with anytrade in those securities;

(d) any financial arrangement relating to those securities that any of themmay have with any person or company; and

(e) any financial arrangement that any of them may have with anyunderwriter or other person or company who has any interest in thesecurities.

1988-89, c.S-42.2, s.46.

Disclosure of underwriting liability47 Every registered dealer that recommends a purchase, sale, exchange or hold ofa security in any circular, pamphlet, letter, telegram, advertisement or otherpublication issued, published or sent by it and intended for general circulationshall, in type not less legible than that used in the body of the publication, statewhether:

(a) the registered dealer or any of its officers or directors has at any timeduring the past 12 months assumed an underwriting liability with respect tothose securities or for consideration provided financial advice to the issuer ofthose securities; or

(b) the registered dealer or any of its officers or directors will receive any feesas a result of the recommended action.

1988-89, c.S-42.2, s.47.


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Publication of names48(1) On the request of a customer, every registered dealer shall:

(a) provide to the customer:

(i) a copy of the most recently prepared annual statement of thedealer’s financial condition, as filed with the Commission or with theself-regulatory organization of which it is a member, made up andcertified as required by the regulations; and

(ii) a list of the names of the holders of 5% or more of any class of itsvoting securities and a list of its partners or directors and senior officers,made up and certified as of a date not more than 30 days prior to therequest; and

(b) inform its customers on every statement of account or in any othermanner that the Commission may approve that this information is available.

(2) Notwithstanding subsection (1), where the Commission determines that aregistered dealer or a class of registered dealers is subject to conditions ofregistration or to regulations imposed by a self-regulatory body that requireprovision to customers in the same or some other manner of other appropriateinformation, the Commission may, subject to those terms and conditions that itmay impose, exempt the registered dealer or class of registered dealers from therequirements of this section.

1988-89, c.S-42.2, s.48.

Use of name of another registrant49 No registrant shall use the name of another registrant on letterheads, forms,advertisements or signs, as correspondent or otherwise, unless he is:

(a) a partner, officer or agent of the other registrant; or

(b) authorized so to do in writing by the other registrant.

1988-89, c.S-42.2, s.49.

Representation of registration50 No person or company shall represent that the person or company is registeredpursuant to this Act unless:

(a) the representation is true; and

(b) in making the representation, the person or company specifies anyconditions or restrictions that may apply to the person’s or company’sregistration pursuant to this Act or the regulations.

1995, c.32, s.31.

Holding out by unregistered person51 No person who or company that is not registered pursuant to this Act shall,either directly or indirectly, hold himself or itself out as being registered.

1988-89, c.S-42.2, s.51.


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Advertising52 No person or company shall make any representation, written or oral, that theCommission has in any way passed on:

(a) the financial standing, fitness or conduct of any registrant; or

(b) the merits of any security, exchange contract or issuer.

1988-89, c.S-42.2, s.52; 1995, c.32, s.32.

Margin contracts53(1) Where a person, a partner or employee of a partnership or a director, officeror employee of a company, after he, the partnership or company:

(a) has contracted as a registered dealer with any customer to buy and carryon margin any securities of any issuer either in Canada or elsewhere; and

(b) while the contract mentioned in clause (a) continues, sells or causes to besold securities of the same issuer for any account in which:

(i) he;

(ii) his firm or a partner of his firm; or

(iii) the company or a director of the company;

has a direct or indirect interest, if the effect of the sale would, otherwise thanunintentionally, be to reduce the amount of those securities in the hands ofthe dealer or under his control in the ordinary course of business below theamount of those securities that the dealer should be carrying for allcustomers;

then:

(c) the contract with the customer is, at the option of the customer, voidable;and

(d) the customer may recover from the dealer all moneys paid with intereston those moneys or securities deposited with respect to the contract.

(2) The customer may exercise the option described in subsection (1) by notice tothat effect sent to the dealer at his address for service in Saskatchewan.

1988-89, c.S-42.2, s.53; 2001, c.7, s.14.

Declaration as to short position54 Any person who or company that:

(a) places an order for the sale of a security through an agent acting for himthat is a registered dealer; and

(b) at the time of placing the order:

(i) does not own the security; or

(ii) if acting as agent, knows his principal does not own the security;

shall, at the time of placing the order to sell, declare to the person’s orcompany’s agent that the person or company or the person’s or company’sprincipal, as the case may be, does not own the security.

1988-89, c.S-42.2, s.54.


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Rights of beneficial owner55(1) In this section, “custodian” means a custodian of securities issued by amutual fund held for the benefit of plan holders pursuant to a custodial agreementor other arrangement.

(2) Subject to subsection (6), a voting security of an issuer registered in thename of:

(a) a registrant or the nominee of a registrant;

(b) a custodian or the nominee of a custodian where that issuer is a mutualfund and a reporting issuer;

that is not beneficially owned by the registrant or custodian, as the case may be,shall not be voted by the registrant or custodian at any meeting of security holdersof the issuer.

(3) Subject to subsection (4), immediately after receipt of a copy of a notice of ameeting of security holders of an issuer, the registrant or custodian shall, where thename and address of the beneficial owner of securities registered in the name of theregistrant or custodian are known, send or deliver to each beneficial owner of thesecurity that is registered at the record date for notice of meeting a copy of anynotice, financial statement, information circular or other material.

(4) A registrant or custodian is not required to send or deliver the materialrequired pursuant to subsection (3) unless the issuer or the beneficial owner of thesecurities has agreed to pay the reasonable costs to be incurred by the registrant orcustodian in so doing.

(5) At the request of a registrant or custodian, the person or company sendingmaterial mentioned in subsection (3) shall immediately furnish to the registrant orcustodian, at the expense of the sender, the requisite number of copies of thematerial.

(6) A registrant or custodian shall vote or give a proxy requiring a nominee to voteany voting securities mentioned in subsection (2) in accordance with any writtenvoting instructions received from the beneficial owner.

(7) Where requested in writing by a beneficial owner, a registrant or custodianshall give to the beneficial owner or his nominee a proxy enabling the beneficialowner or his nominee to vote any voting securities mentioned in subsection (2).

1988-89, c.S-42.2, s.55.

Fraudulent and misleading transactions prohibited55.1 No person shall, directly or indirectly, engage in or participate in any act,practice or course of conduct relating to securities that:

(a) results in or contributes to a misleading appearance of trading activityin, or an artificial price for, a security; or

(b) defrauds any person.

2004, c.28, s.8.


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Risk disclosure statement55.2(1) A registered dealer or adviser shall provide a risk disclosure statement toa customer prior to opening an account for trading in exchange contracts for thatcustomer.

(2) A risk disclosure statement is to be prepared and executed in accordance with,and to contain the information that is prescribed in, the regulations.

1995, c.32, s.33.

56 Repealed. 1995, c.32, s.34.

PART XProspecting Syndicates

Agreements57(1) In this section, “vendor units” means units of the syndicate that areissued in consideration of the transfer to the syndicate of mining properties.

(2) On the filing of a prospecting syndicate agreement and the issuance of areceipt for the agreement by the Director, the liability of the members of thesyndicate or parties to the agreement is limited to the extent provided by the termsof the agreement where:

(a) the sole purpose of the syndicate is financing of:

(i) prospecting expeditions;

(ii) preliminary mining development;

(iii) the acquisition of mining properties; or

(iv) any combination of those purposes described in subclauses (i)to (iii);

within Canada;

(b) the agreement clearly sets out:

(i) the purpose of the syndicate, including a statement of the provincesor territories within which it will operate;

(ii) the particulars of any transaction effected or contemplated involvingthe issue of units of the syndicate for a consideration other than cash;

(iii) the maximum amount, not exceeding 25% of the sale price, thatmay be charged or taken by a person or company as commission on thesale of units of the syndicate;

(iv) the maximum number of vendor units in the syndicate that may beissued not exceeding 33 1/3% of the total number of units of thesyndicate;

(v) the location of the principal office of the syndicate, that thesyndicate shall maintain its principal office in Saskatchewan and thatthe syndicate shall immediately notify the Director and the members ofthe syndicate of any change in the location of the principal office;


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(vi) that a person or company holding mining properties for thesyndicate shall execute a declaration of trust in favour of the syndicatewith respect to those mining properties;

(vii) that after the sale for cash of any issued units of the syndicate nomining properties shall be acquired by the syndicate other than bystaking unless the acquisition is approved by members of the syndicateholding at least 66 2/3% of the issued units of the syndicate that havebeen sold for cash;

(viii) that the syndicate shall limit its administrative expenditures,including, in addition to any other items, salaries, office expenses,advertising and commissions paid by the syndicate with respect to thesale of its units, to 33 1/3% of the total amount received by the treasury ofthe syndicate from the sale of its units;

(ix) that the syndicate shall annually furnish a statement of thereceipts and disbursements of the syndicate to the Director and to eachmember;

(x) that 90% of the vendor units of the syndicate shall be escrowed unitswhich may be released only with the consent of the Director and that anysuch release shall not be in excess of one vendor unit for each unit of thesyndicate sold for cash;

(xi) that no securities, other than those of the syndicate’s own issue,and no mining properties owned by the syndicate or held in trust for thesyndicate shall be disposed of unless the disposal is approved bymembers of the syndicate holding at least 66 2/3% of the issued units ofthe syndicate other than escrowed units; and

(c) the agreement limits the capital of the syndicate to a sum notexceeding $150,000.

(3) The Director may in his discretion issue a receipt for a prospecting syndicateagreement filed pursuant to this section and is not required to determine whetherthe agreement conforms with clauses (2)(a) to (c).

(4) The Director may refuse to issue a receipt for a prospecting syndicateagreement unless a legal opinion by a barrister or solicitor entitled to practise ineach province or territory within which the syndicate is to operate is filed with theagreement verifying that, pursuant to the law of that province or territory, either:

(a) title to mining claims and leases may be recorded in the name of thesyndicate; or

(b) a declaration of trust in favour of the syndicate executed by a person orcompany holding a claim or lease for the syndicate may be recorded so as to becapable of being revealed by a proper search of the title to the claim or lease.

(5) No registered dealer or salesperson shall trade in a security issued by aprospecting syndicate either as agent for the prospecting syndicate or as principal.

(6) The Director shall not refuse to issue a receipt pursuant to subsection (2)without giving the person who or company that filed the prospecting syndicateagreement an opportunity to be heard.

1988-89, c.S-42.2, s.57.


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PART XIProspectuses – Distribution

Prospectus required58(1) No person or company shall trade in a security on the person’s or thecompany’s own account or on behalf of any other person or company where thetrade would be a distribution of the security unless:

(a) a preliminary prospectus relating to the distribution of that security hasbeen filed and the Director has issued a receipt for it; and

(b) a prospectus relating to the distribution of that security has been filedand the Director has issued a receipt for it.

(2) A preliminary prospectus and a prospectus may be filed in accordance withthis Part to enable the issuer to become a reporting issuer, notwithstanding the factthat no distribution pursuant to the prospectus is contemplated.

(3) A preliminary prospectus and prospectus may be filed pursuant to this sectionin the prescribed form where the distribution under the prospectus takes placethrough the facilities of an exchange recognized for this purpose by the Commission,in accordance with the bylaws, regulations or policies of the exchange.

(4) An abbreviated form of preliminary prospectus and an abbreviated form ofprospectus may, if permitted by the Commission, be filed pursuant to this section inthe form prescribed by the Commission.

1988-89, c.S-42.2, s.58; 1995, c.32, s.35.

Preliminary prospectus59(1) Subject to subsection (2), a preliminary prospectus shall substantiallycomply with the requirements of this Act and the regulations respecting the formand content of a prospectus.

(2) A preliminary prospectus may omit:

(a) the report or reports of the auditor or accountant required by theregulations; and

(b) information with respect to:

(i) the price to the underwriter;

(ii) the offering price of any securities; and

(iii) other matters dependent on or relating to those prices.

1988-89, c.S-42.2, s.59.

Receipt for preliminary prospectus60 The Director shall promptly issue a receipt for a preliminary prospectus on thefiling of the preliminary prospectus.

1988-89, c.S-42.2, s.60.


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Prospectus61(1) A prospectus shall:

(a) provide full, true and plain disclosure of all material facts relating to thesecurities issued or proposed to be distributed; and

(b) comply with the requirements of this Act and the regulations.

(2) A prospectus shall contain or be accompanied by those financial statements,reports or other documents that are required by this Act or the regulations.

1988-89, c.S-42.2, s.61.

Amendment to preliminary prospectus on material change62(1) Where a material adverse change occurs in the affairs of an issuer, after areceipt is obtained for a preliminary prospectus filed in accordance withsubsection 58(1), (3) or (4), and before the receipt is obtained for the prospectus, anamendment to the preliminary prospectus shall be filed, as soon as practicable andin any event within 10 days after the change occurs.

(2) The Director shall promptly issue a receipt for an amendment to a preliminaryprospectus filed pursuant to subsection (1) on the filing of the amendment.

(3) An amendment to a preliminary prospectus shall, after it has been filed, bepromptly forwarded to every recipient of the preliminary prospectus according tothe record maintained under section 75.

1988-89, c.S-42.2, s.62.

Amendment to prospectus on material change63(1) Where there is a material change in the affairs of an issuer, after a receiptfor a prospectus filed in accordance with subsection 58(1), (3) or (4) is obtained butprior to the completion of the distribution under that prospectus, an amendment tothe prospectus shall be filed as soon as practicable and in any event within 10 daysafter the change occurs.

(2) Where securities are to be distributed in addition to the securities previouslydescribed in a prospectus after a receipt for the prospectus is obtained but prior tothe lapse date of the prospectus, an amendment to the prospectus or a preliminaryprospectus and prospectus shall be filed.

(3) Where it is proposed that the terms or conditions of the offering described in aprospectus be altered after a receipt for the prospectus is obtained but prior to thecompletion of the distribution under the prospectus, an amendment to theprospectus shall be filed.

(4) Where:

(a) there is a material change in the affairs of an issuer, after a receipt for aprospectus filed in accordance with subsection 58(1), (3) or (4) is obtained;

(b) the issuer has met its minimum offering amount and an initial closinghas occurred in accordance with the prospectus; and

(c) the issuer is continuing to distribute securities under that prospectus;

an amendment to the prospectus and a material change report shall be filed as soonas practicable and in any event within 10 days after the change occurs.

1988-89, c.S-42.2, s.63.


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Receipt for amendment64(1) The Director shall issue a receipt for an amendment to a prospectus filedpursuant to section 63, unless it appears to the Director that it is not in the publicinterest to do so, and the provisions of subsections 70(2) and (3), with any changesthat the context may require, are applicable with respect to the issuance of such areceipt.

(2) No additional distribution shall be proceeded with and no changes in theterms and conditions of the offering shall be made until a receipt for theamendment to the prospectus filed in accordance with subsection 63(2) or (3), as thecase may be, is obtained from the Director.

1988-89, c.S-42.2, s.64.

Certificate and statement of rights65 The provisions of sections 66 to 69 apply to an amendment to a preliminaryprospectus or an amendment to a prospectus, and the form of certificate set forth insections 66 and 67 and the statement of rights required by section 69 shall beamended to refer to the preliminary prospectus or the prospectus, as the case maybe, together with all amendments to the preliminary prospectus or prospectus.

1988-89, c.S-42.2, s.65.

Certificate by issuer for distribution66(1) Subject to subsections (5) and (6) and section 68, a prospectus filed pursuantto subsection 58(1), (3) or (4) or 71(2) shall contain a certificate in the formprescribed in subsection (2) signed by:

(a) the chief executive officer;

(b) the chief financial officer;

(c) on behalf of the board of directors, any two directors of the issuer dulyauthorized to sign other than those described in clauses (a) and (b);

(d) any person who or company that is a promoter of the issuer; and

(e) where the issuer is a mutual fund, its management company as definedin clause 115(1)(c).

(2) The certificate mentioned in subsection (1) shall state:

“The foregoing constitutes full, true and plain disclosure of all material factsrelating to the securities offered by this prospectus as required by Part XI ofThe Securities Act, 1988 and the regulations thereunder”.

(3) Subject to subsections (5) and (6), a prospectus filed pursuant to subsection 58(2)shall contain a certificate in the form prescribed in subsection (4), signed by:

(a) the chief executive officer;

(b) the chief financial officer;

(c) on behalf of the board of directors, any two directors of the issuer dulyauthorized to sign, other than those described in clauses (a) and (b);

(d) any person who or company that is a promoter of the issuer; and

(e) where the issuer is a mutual fund, by its management company asdefined in clause 115(1)(c).


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“The foregoing constitutes full, true and plain disclosure of all material factsrelating to the securities previously issued by the issuer as required byPart XI of The Securities Act, 1988 and the regulations thereunder”.

(5) Where an issuer has only three directors, two of whom are the chief executiveofficer and the chief financial officer, the certificate may be signed by all thedirectors of the issuer.

(6) Where the Director is satisfied that subsection (1) or (3) cannot be compliedwith, he may waive the requirements of subsection (1) or (3), as the case may be,and prescribe specific signing requirements with respect to that preliminaryprospectus or prospectus.

(7) The Director may, in his discretion, require any person who or company thatwas a promoter of the issuer within the two preceding years to sign the certificaterequired by subsection (1) or (3) subject to any conditions that the Directorconsiders proper.

(8) Notwithstanding subsections (1) and (3), the Director may:

(a) exempt a promoter from the signing requirements of this section; and

(b) authorize an agent of the promoter duly appointed in writing by thepromoter for the purpose to sign the certificate on behalf of the promoter.

1988-89, c.S-42.2, s.66.

Certificate of underwriter67(1) Subject to section 68, where there is an underwriter, a prospectus shallcontain a certificate in the form prescribed in subsection (2) signed by theunderwriter or underwriters who, with respect to the securities offered by theprospectus, are in a contractual relationship with the issuer or security holderwhose securities are being offered by the prospectus.


“To the best of our knowledge, information and belief, the foregoing constitutesfull, true and plain disclosure of all material facts relating to the securitiesoffered by this prospectus as required by Part XI of The Securities Act, 1988and the regulations thereunder”.

(3) With the consent of the Director, an underwriter may sign a certificate in aprospectus by his agent duly authorized in writing.

1988-89, c.S-42.2, s.67.


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Alternative certificates68(1) A preliminary prospectus and a prospectus filed pursuant to subsection 58(3)or (4) may, if permitted by the Commission, contain or be accompanied by one ormore forms of certificate to be signed as alternatives to the forms of certificate setout in subsection 66(1) and 67(1).

(2) Where a certificate that is:

(a) described in subsection (1); and

(b) in or accompanying a prospectus filed pursuant to subsection 58(3) or (4);

it is not necessary to use the forms of certificate required by subsection 66(1)and 67(1).

1988-89, c.S-42.2, s.68.

Statement of rights69(1) Every prospectus, except a prospectus filed under subsection 58(2), shallcontain a statement that a purchaser has a right under this Act:

(a) of withdrawal from an agreement of purchase and sale; and

(b) where a prospectus contains a misrepresentation, of rescission ordamages;

which must be exercised within prescribed time periods.

(2) Repealed. 1995, c.32, s.36.

1988-89, c.S-42.2, s.69; 1995, c.32, s.36.

Issuance of receipt70(1) Subject to subsection (2), the Director shall issue a receipt for a prospectusfiled pursuant to this Part unless, in his opinion, it is not in the public interest todo so.

(2) The Director shall not issue a receipt for a prospectus where, in his opinion:

(a) the prospectus or any document required to be filed with the prospectus:

(i) fails to comply in any substantial respect with any of the requirementsof this Part or the regulations;

(ii) contains any statement, promise, estimate or forecast that ismisleading, false or deceptive; or

(iii) contains a misrepresentation;

(b) an unconscionable consideration has been paid or given or is intended tobe paid or given for promotional purposes or for the acquisition of property;

(c) the proceeds from the sale of the securities to which the prospectusrelates that are to be paid into the treasury of the issuer, together with otherresources of the issuer, are insufficient to accomplish the purpose of the issuestated in the prospectus;


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(d) having regard to the financial condition of the issuer or an officer, adirector, a promoter or a person or company or combination of persons orcompanies holding sufficient of the securities of the issuer to affect materiallythe control of the issuer, the issuer cannot reasonably be expected to befinancially responsible in the conduct of its business;

(e) the past conduct of the issuer or an officer, a director, a promoter or aperson or company or combination of persons or companies holding sufficientof the securities of the issuer to affect materially the control of the issueraffords reasonable grounds for belief that the business of the issuer will not beconducted with integrity and in the best interests of its security holders;

(f) an escrow or pooling agreement that the Director considers necessary oradvisable with respect to securities has not been entered into;

(g) an agreement that the Director considers necessary or advisable toaccomplish the objects indicated in the prospectus for the holding in trust ofthe proceeds payable to the issuer from the sale of the securities pending thedistribution of the securities has not been entered into;

(h) in the case of a prospectus filed by a finance company as defined in theregulations:

(i) the plan of distribution of the securities offered is not acceptable;

(ii) the securities offered are not secured in the manner, on the termsand by the means that are required by the regulations; or

(iii) the finance company does not meet the financial and otherrequirements and conditions that are specified in the regulations; or

(i) a person who or company that has prepared or certified any part of theprospectus or is named as having prepared or certified a report or valuationused in or in connection with the prospectus is not acceptable to him.

(3) The Director shall not refuse to issue a receipt pursuant to subsection (1)or (2) without giving the person who or company that filed the prospectus anopportunity to be heard.

(4) Where it appears to the Director that a preliminary prospectus, pro formaprospectus or prospectus raises a material question involving the public interestunder subsection (1) or a new or novel question of interpretation under subsection (2)that might result in the Director refusing to issue a receipt under subsection (1)or (2), the Director may refer the question to the Commission for determination.

(5) The Director shall state the question in writing setting out the facts on whichthe question is based.

(6) The question, together with any additional material, shall be lodged by theDirector with the Chairperson of the Commission, and the Chairperson shallimmediately cause a copy of the question to be served on any interested person orcompany.


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(7) The Commission, after giving the parties an opportunity to be heard, shallconsider and determine the question and refer the matter back to the Director forfinal consideration under subsections (1) and (2).

(8) Subject to any order of the Court of Appeal made pursuant to section 11, thedecision of the Commission on the question is binding on the Director.

1988-89, c.S-42.2, s.70; 1995, c.32, s.73.

Refiling of prospectus71(1) In this section, “lapse date” means the date that is 12 months after thedate of the last prospectus relating to the security that is being distributedpursuant to section 58 or pursuant to this section.

(2) No distribution of a security to which subsection 58(1), (3) or (4) applies shallcontinue after the lapse date, unless a new prospectus that complies with this Partis filed and a receipt for the new prospectus is obtained from the Director.

(3) A distribution may be continued for a further 12 months after a lapse datewhere:

(a) a pro forma prospectus prepared in accordance with the regulations isfiled not later than 30 days prior to the lapse date of the previous prospectus;

(b) a prospectus is filed not later than the 10th day following the lapse dateof the previous prospectus; and

(c) a receipt for the prospectus is obtained from the Director within the 20days following the lapse date of the previous prospectus.

(4) The continued distribution of securities after a lapse date does not contravenesubsection (2) unless and until one of the conditions of subsection (3) is not compliedwith.

(5) Subject to any extension granted under subsection (6), all trades completed inreliance on subsection (3) after the lapse date may be cancelled at the option of thepurchaser within 90 days of the purchaser’s first knowledge of the failure to complywith those conditions where any of the conditions to the continuation of adistribution under subsection (3) are not complied with.

(6) On an application of a reporting issuer, the Commission may extend, subjectto any terms and conditions that it may impose, the times provided by subsection (3)where in its opinion it would not be prejudicial to the public interest to do so.

1988-89, c.S-42.2, s.71; 1995, c.32, s.37.

Orders to furnish information72(1) Where a person or company proposing to make a distribution of previouslyissued securities of an issuer is unable to obtain from the issuer of the securitiesinformation or material that is necessary for the purpose of complying with thisPart or the regulations, the Director may order the issuer of the securities tofurnish to the person who or company that proposes to make the distribution thatinformation and material that the Director considers necessary for the purposes ofthe distribution, on those terms and subject to those conditions that he considersproper.


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(2) The person to whom or company to which information and material isfurnished pursuant to subsection (1) may use all the information and material forthe purpose of complying with this Part and the regulations.

(3) Where:

(a) a person or company proposing to make a distribution of previouslyissued securities of an issuer is unable to obtain any or all of the signatures tothe certificates required by this Act or the regulations or otherwise to complywith this Part or the regulations; and

(b) the Director is satisfied that all reasonable efforts have been made tocomply with this Part and the regulations and that no person or company islikely to be prejudicially affected by such failure to comply;

the Director may make an order that he considers advisable, waiving any of theprovisions of this Part or the regulations on those terms and subject to thoseconditions that he considers proper.

1988-89, c.S-42.2, s.72.

PART XIIDistribution – Generally

Distribution of material during waiting period73(1) In this section, “waiting period” means the interval between the issuanceby the Director of a receipt for a preliminary prospectus relating to the offering of asecurity and the issuance by him of a receipt for the prospectus.

(2) Notwithstanding section 58, but subject to Part IX, it is permissible during thewaiting period:

(a) to distribute a notice, circular, advertisement or letter to or otherwisecommunicate with any person or company:

(i) identifying the security proposed to be distributed;

(ii) stating the price of the security if then determined;

(iii) stating the name and address of a person from whom or companyfrom which purchases of the security may be made; and

(iv) containing any further information that may be permitted orrequired by the regulations or the Commission;

if every such notice, circular, advertisement, letter or other communicationstates the name and address of a person from whom or company from which apreliminary prospectus may be obtained;

(b) to distribute a preliminary prospectus; and

(c) to solicit expressions of interest from a prospective purchaser if:

(i) prior to the solicitation; or

(ii) immediately after the prospective purchaser indicates an interestin purchasing the security;

a copy of the preliminary prospectus is forwarded to him.

1988-89, c.S-42.2, s.73.


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Distribution of preliminary prospectus74 Any dealer distributing a security to which section 73 applies shall, in additionto the requirements of clause 73(2)(c), send a copy of the preliminary prospectusand any amendment to it to each prospective purchaser who, without solicitation:

(a) indicates an interest in purchasing the security; and

(b) requests a copy of the preliminary prospectus.

1988-89, c.S-42.2, s.74.

Distribution list75 Any dealer distributing a security to which section 73 applies shall maintain arecord of the names and addresses of all persons to whom and companies to whichthe preliminary prospectus has been forwarded.

1988-89, c.S-42.2, s.75.

Defective preliminary prospectus76 Where, in the opinion of the Director, a preliminary prospectus is defective inthat it does not substantially comply with the requirements of this Act and theregulations as to form and content, he may, without giving notice, order that thetrading permitted by subsection 73(2) in the security to which the preliminaryprospectus relates shall cease until a revised preliminary prospectus satisfactory tothe Director is filed and forwarded to each recipient of the defective preliminaryprospectus according to the record maintained pursuant to section 75.

1988-89, c.S-42.2, s.76.

Limitation on materials that may be given during distribution77 From the date of the issuance by the Director of a receipt for a prospectusrelating to a security, a person or company trading in the security in a distribution,either on his own account or on behalf of any other person or company, maydistribute:

(a) the prospectus;

(b) any document filed with or referred to in the prospectus; and

(c) any notice, circular, advertisement or letter of the nature described inclause 73(2)(a) or in the regulations;

but shall not distribute any other printed or written material respecting thesecurity that is misleading or inconsistent with any statement in the prospectus orthat is prohibited by the regulations or the Commission.

1988-89, c.S-42.2, s.77.


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Order to cease trading78(1) Where, in the opinion of the Commission, after the filing of a prospectuspursuant to subsection 58(1), (3) or (4) or section 71 or a prospectus amendmentpursuant to Part XI and the issuance of a receipt for the prospectus or prospectusamendment, any of the circumstances set out in subsection 70(1) or (2) exist, theCommission may order that the distribution under the prospectus or prospectusamendment shall cease.

(2) The Commission shall not make an order pursuant to subsection (1) without ahearing unless, in the opinion of the Commission, the length of time required for ahearing could be prejudicial to the public interest, in which event the Commissionmay make a temporary order which shall expire 15 days from the date of themaking of the order.

(3) Notwithstanding subsection (2), where a hearing has commenced, theCommission may extend the order until the hearing is concluded.

(4) The Commission shall cause notice of every order made pursuant to thissection to be served on the issuer to whose securities the prospectus relates.

(5) Immediately on the receipt of the notice served pursuant to subsection (4):

(a) distribution of the securities pursuant to the prospectus by the person orcompany named in the order shall cease; and

(b) any receipt issued by the Director for the prospectus is revoked.

1988-89, c.S-42.2, s.78.

Obligation to deliver prospectus79(1) A dealer shall send or deliver to the purchaser the prospectus relating to thesecurities being sold and any amendments to the prospectus if the dealer:

(a) is not acting as an agent for the purchaser;

(b) receives an order or subscription for a security offered in a distribution towhich subsection 58(1), (3) or (4) or section 71 is applicable; and

(c) has not previously sent or delivered the prospectus and amendments tothe prospectus.

(2) The dealer shall send the prospectus and any amendment to the prospectuspursuant to subsection (1):

(a) before entering into an agreement of purchase and sale resulting fromthe order or subscription; or

(b) not later than midnight on the second business day after entering intothe agreement.

(3) An agreement of purchase and sale of a security offered in a distributionmentioned in subsection (1) is not binding on the purchaser if the dealer or personfrom whom the purchaser purchased the security receives notice in writingindicating the intention of the purchaser not to be bound by the agreement ofpurchase and sale at any time up to two business days after receipt by thepurchaser of the prospectus and any amendments to the prospectus that thepurchaser is entitled to receive pursuant to this section or section 80.


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(4) Subsection (3) does not apply where the purchaser:

(a) is a registrant; or

(b) sells or otherwise transfers beneficial ownership of the security, otherthan to secure indebtedness, before the expiration of two business days afterthe purchaser’s receipt of the prospectus or amendment.

(5) Repealed. 2001, c.7, s.15.

(6) The receipt of the prospectus or amendment to the prospectus by a dealer thatis acting as an agent or, after receipt, begins to act as an agent of the purchaserrespecting the purchase of a security mentioned in subsection (1) is deemed, for thepurposes of this section, to be receipt by the purchaser as of the date on which theagent received the prospectus or amendment to the prospectus.

(7) The receipt of the notice mentioned in subsection (3) by a dealer who acted asagent of the vendor respecting the sale of the security mentioned in subsection (1)is deemed, for the purposes of this section, to be receipt by the vendor as of the dateon which the agent received the notice.

(8) For the purposes of this section, a dealer is not considered to be acting as anagent of the purchaser unless the dealer:

(a) is acting solely as an agent of the purchaser in the purchase and sale inquestion; and

(b) has not received and has no agreement to receive compensation from orfor the vendor with respect to the purchase and sale.

(9) The onus of proving that the time for giving notice pursuant to subsection (3)has expired is on the dealer from whom the purchaser agreed to purchase thesecurity.

(10) Where an issuer acts as its own dealer in a trade, the issuer is deemed to besubject to the obligations and liabilities of a dealer pursuant to this section.

1995, c.32, s.38; 2001, c.7, s.15.

Obligation to deliver amended prospectus80(1) Where there is a material change in the affairs of an issuer in thecircumstances described in subsection 63(4), the issuer shall, unless he haspreviously done so, send or deliver to the purchaser:

(a) if the purchaser has entered into an agreement of purchase and sale forthe security before the date of the material change, a copy of the materialchange report filed pursuant to subsection 63(4);

(b) if the purchaser has entered into an agreement of purchase and sale forthe security on or after the date of the material change, the copy of theamendment to the prospectus filed pursuant to subsection 63(4).

(2) Subsections 79(4) and (7) apply mutatis mutandis to requirements of thissection.

1988-89, c.S-42.2, s.80; 2001, c.7, s.16.


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Obligation to amend offering memorandum80.1(1) An amendment to an offering memorandum must be filed with theCommission where:

(a) the offering memorandum has been filed with the Commission inaccordance with subsection 81(3) and the distribution under that offeringmemorandum has not been completed; and

(b) one of the following has occurred:

(i) there is a material change in the affairs of an issuer;

(ii) it is proposed that the terms or conditions of the offering describedin an offering memorandum be altered;

(iii) securities are to be distributed in addition to the securitiespreviously described in an offering memorandum.

(2) The amendment to an offering memorandum must be filed pursuant tosubsection (1) as soon as is practicable, but in any case not later than 30 days aftera change described in clause (1)(b) occurs.

(3) An amendment to an offering memorandum and any other report prescribedin the regulations must be filed with the Commission where:

(a) there is a material change in the affairs of an issuer after the offeringmemorandum has been filed with the Commission in accordance withsubsection 81(3);

(b) the issuer has met its minimum offering amount and an initial closinghas occurred in accordance with the offering memorandum; and

(c) the issuer is continuing to distribute securities under that offeringmemorandum.

(4) The amendment to an offering memorandum and the report must be filedpursuant to subsection (3) as soon as is practicable, and in any event within 30 daysafter the change occurs.

(5) Where an amendment to an offering memorandum is required to be filedpursuant to this section, trading pursuant to the offering memorandum is to ceaseimmediately until the amendment is filed.

1995, c.32, s.39.

Statement of rights80.2(1) Every offering memorandum and amendment to an offering memorandummust contain a statement outlining the rights a purchaser may have pursuant tothis Act concerning:

(a) the right to withdraw from an agreement of purchase and sale; and

(b) the right to rescission or damages.

(2) The statement mentioned in subsection (1) must include a statement that therights must be exercised within the periods prescribed in section 147 of this Act.

1995, c.32, s.39.


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Obligation to deliver offering memorandum80.3(1) A person or company not acting as an agent of the purchaser shall, unlesshe, she or it has previously done so, send or deliver to the purchaser an offeringmemorandum relating to the securities sold and any amendments to the offeringmemorandum where the person or company receives from the purchaser an orderor subscription for a security being sold pursuant to a trade that:

(a) relies on an exemption set out in clause 81(1)(b), (c), (d), (h), (m), (n), (o),(s), (w), (z), (cc), (dd) or (ee) where an offering memorandum is used; or

(b) is made pursuant to a decision of the Commission where the decisionrequires that an offering memorandum be used.

(2) The person or company required to send or deliver an offering memorandumand any amendments to the offering memorandum pursuant to subsection (1) shallsend or deliver them before entering into an agreement of purchase and saleresulting from the order or subscription.

(3) An agreement of purchase and sale of a security is not binding on thepurchaser if:

(a) the security is offered in:

(i) a trade that relies on an exemption set out in clause 81(1)(s);

(ii) a trade that relies on the exemption set out in clause 81(1)(z) wherean offering memorandum is used; or

(iii) a trade that is made pursuant to a decision of the Commissionwhere the decision requires that an offering memorandum be used; and

(b) the person from whom or company from which the security waspurchased receives notice in writing indicating the intention of the purchasernot to be bound by the agreement of purchase and sale at any time up to twobusiness days after receipt by the purchaser of the offering memorandum andany amendments to the offering memorandum that the purchaser is entitledto receive pursuant to this section or section 80.4.

(4) Subsection (3) does not apply where the purchaser:

(a) is a registrant; or

(b) sells or otherwise transfers beneficial ownership of the security mentionedin subsection (3), other than to secure indebtedness, before the expiration oftwo business days after the purchaser’s receipt of the offering memorandumand any amendments to the offering memorandum.

(5) Repealed. 2001, c.7, s.17.

(6) The receipt of the offering memorandum or amendment to the offeringmemorandum by a person who or company that is acting as an agent or, afterreceipt, begins to act as an agent of the purchaser respecting the purchase of asecurity mentioned in subsection (1) is deemed, for the purposes of this section, tobe receipt by the purchaser as of the date on which the agent received the offeringmemorandum or amendment to the offering memorandum.


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(7) The receipt of the notice mentioned in subsection (3) by a person who orcompany that acted as an agent of the vendor respecting the sale of the securitymentioned in subsection (1) is deemed, for the purposes of this section, to be receiptby the vendor as of the date on which the agent received the notice.

(8) For the purposes of this section, a person or company is not considered to beacting as an agent of the purchaser unless the person or company:

(a) is acting solely as an agent of the purchaser for the purchase and sale inquestion; and

(b) has not received and has no agreement to receive compensation from orfor the vendor with respect to the purchase and sale.

(9) The onus of proving that the time for giving notice pursuant to subsection (3)has expired is on the person from whom or company from which the purchaseragreed to purchase the security.

1995, c.32, s.39; 2001, c.7, s.17.

Obligation to deliver amended offering memorandum80.4(1) Where there is a material change in the affairs of an issuer in thecircumstances described in subsection 80.1(3), the issuer shall, unless the issuerhas already done so, send or deliver to the purchaser:

(a) a copy of the material change report filed pursuant to subsection 80.1(3),if the purchaser has entered into an agreement of purchase and sale for thesecurity before the date of the material change; or

(b) a copy of the amendment to the offering memorandum filed pursuant tosubsection 80.1(3), if the purchaser has entered into an agreement ofpurchase and sale for the security on or after the date of the material change.

(2) Subsections 80.3(4) and (7) apply, with any necessary modification, to therequirements of this section.

1995, c.32, s.39; 2001, c.7, s.18.

PART XIIIExemptions From Prospectus Requirements

Prospectus not required (trades)81(1) Subject to the regulations, sections 58 and 71 do not apply to a distributionin securities where:

(a) the purchaser is:


(ii) a trust corporation or a loan corporation licensed pursuant to TheTrust and Loan Corporations Act, 1997;


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(iii.2) Credit Union Central of Saskatchewan;

(iv) a subsidiary of any of the parties described in subclause (i), (ii), (iii)or (iii.1) where the bank, loan corporation, trust company, credit union orinsurance company, as the case may be, owns beneficially all of thevoting securities of that subsidiary;

(v) Her Majesty in right of Canada or of any province or territory ofCanada;

(vi) a Crown corporation; or

(vii) any municipal corporation or public board or commission inCanada;

who purchases as principal;

(a.1) the trade is made:

(i) by an executor, administrator, guardian or committee;

(ii) by an authorized trustee or assignee, an interim or official receiveror a custodian pursuant to the Bankruptcy and Insolvency Act (Canada);

(iii) by a receiver pursuant to The Queen’s Bench Act, 1998;

(iv) by a liquidator pursuant to The Companies Winding Up Act, theWinding-up Act (Canada), the Canada Business Corporations Act or TheBusiness Corporations Act;

(v) at a judicial sale; or

(vi) by a sheriff pursuant to The Executions Act;

where, prior to the completion of the trade, the purchaser delivers a certificateof independent advice in the form prescribed in the regulations to the personor company completing the trade;

(b) the trade is an isolated trade by or on behalf of an issuer in a security ofits own issue for the issuer’s account where the trade is not made:

(i) in the course of continued and successive transactions of a likenature; and

(ii) by a person or company whose usual business is trading insecurities;

(c) the party purchasing as principal is a company or a person recognized bythe Commission as an exempt purchaser;


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(d) the purchaser purchases as principal and the trade is in a securityhaving an aggregate acquisition cost to the purchaser of not lessthan $150,000;

(e) the trade is:

(i) made to a lender, pledgee, mortgagee or other encumbrancer for thepurpose of giving collateral for a bona fide debt; or

(ii) the transfer of beneficial ownership of the security to the lender,pledgee, mortgagee or other encumbrancer pursuant to realization onthe collateral described in subclause (i);

(f) the trade is made by an issuer:

(i) in a security of its own issue that is distributed by it to holders of itssecurities as a stock dividend or other distribution out of earnings orsurplus;

(ii) in a security, whether of its own issue or not, that is distributed by itto holders of its securities pursuant to:

(A) a bona fide reorganization of that issuer;

(B) a winding up or dissolution of that issuer; or

(C) a distribution of its assets for the purpose of winding up itsaffairs;

(iii) in a security of its own issue transferred or issued through theexercise of a right, previously granted by the issuer, of:

(A) the holder to purchase, convert or exchange; or

(B) the issuer to require the holder to purchase, convert orexchange; or

(iv) in a security of a reporting issuer held by the issuer that istransferred or issued through the exercise of a right to purchase, convertor exchange previously granted by the issuer, if the issuer has given theCommission written notice stating the date, amount, nature and conditionsof the proposed trade, including the approximate net proceeds to bederived by the issuer on the basis of those additional securities beingfully taken up and either:

(A) the Commission has not informed the issuer in writingwithin 10 days of the giving of the notice that it objects to theproposed trade; or

(B) the issuer has delivered to the Commission informationrelating to the securities that is satisfactory to and accepted by theCommission;

where no commission or other remuneration is paid or given to others withrespect to the distribution except for administration or professional servicesor for services performed by a registered dealer;


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(f.1) the trade is made by a reporting issuer in a security of its own issue,with a person who or company that accepts the security as settlement of partor all of a debt owing to that person or company by that reporting issuer wherethe person or company obtains independent advice from an adviser who meetsqualifications set out in the regulations;

(g) the trade is made by an issuer in a security of a reporting issuer held byit that is distributed by it to holders of its securities as a dividend in specie;

(h) the trade is made by an issuer, in a right granted by the issuer to allholders of a class of its securities whose last address on the books of the issueris in Saskatchewan to purchase additional securities of its own issue and theissue of securities pursuant to the exercise of the right where:

(i) the issuer is not a reporting issuer and the grantees of the rightsresiding in Saskatchewan, according to their last addresses as shown inthe issuer’s books, are not more than 10 in number and hold betweenthem not more than 1% of the rights granted;

(ii) the issuer is not a reporting issuer but is a reporting issuerpursuant to the laws of another province and:

(A) it is a company incorporated or continued, or a partnership orother unincorporated organization established, pursuant to thelaws of that province or a company incorporated pursuant to thelaws of Canada whose head office is in that province;

(B) not less than 20% in number of the grantees of the rightsreside in that province, according to their last addresses as shownon the issuer’s books, and trades pursuant to the exercise of therights granted to them have been permitted by the securitiescommission or similar agency of that province;

(C) not more than 20% in number of the grantees of the rightsreside in Saskatchewan, according to their last addresses as shownon the issuer’s books; and

(D) prior to the exercise of the rights, a copy of the offer or otherdocument inviting the exercise of the rights sent to the grantees isfiled with the Commission accompanied by a certificate of an officerof the issuer or its legal counsel verifying that it is in the formaccepted by the securities commission or similar agency in thatother province and that the other requirements of this subclausehave been fulfilled; or


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(iii) the issuer has filed with the Commission written notice stating thedate, amount, nature and conditions of the proposed trade, including theapproximate net proceeds to be derived by the issuer on the basis of suchadditional securities being fully taken up, and either:

(A) the Commission has not informed the issuer in writingwithin 10 days of the filing of the notice that it objects to theproposed trade; or

(B) where a notice of objection has been given pursuant toparagraph (A), the Commission has informed the issuer that it haswithdrawn its objection to the proposed trade;

(i) the trade is in a security of an issuer in connection with an amalgamation,a merger, a reorganization, an arrangement or a statutory procedure;

(i.1) the trade is made by a security holder in securities that are beingdisposed of to an issuer with respect to a transaction described in clause (i);

(j) the trade is in a security of an issuer that is exchanged by or for theaccount of an issuer with the security holders of another issuer or the issuerpursuant to a take-over bid or an issuer bid;

(k) the trade is in a security to a person or company pursuant to a take-overbid or issuer bid made by that person or company;

(l) the trade is in a security of an issuer to the issuer pursuant to thepurchase, redemption or acquisition of the security by the issuer;

(m) the trade is made by an issuer in a security of its own issue asconsideration for a portion or all of the assets of any person or company wherethe fair value of the assets so purchased is not less than $150,000;

(n) the trade is made by an issuer in a security of its own issue inconsideration for mining or oil and gas properties or an interest in them wherethe vendor enters into an escrow or pooling agreement satisfactory to theDirector;

(o) the trade is made by an issuer in a security of its own issue:

(i) with its employees or employees of an affiliate; or

(ii) to a trustee on behalf of an employee or an employee of an affiliate,including the trade from the trustee to that employee under the terms ofthe trust;

where the employee is not induced to purchase by expectation of employmentor continued employment;

(p) the trade is made by an issuer in a security of its own issue where:

(i) the trade is reasonably necessary to facilitate the incorporation ororganization of the issuer; and

(ii) the security is traded for a nominal consideration to not more thanfive incorporators or organizers, unless the statute pursuant to which theissuer is incorporated or organized requires the trade to be for a greaterconsideration or to a larger number of incorporators or organizers, inwhich case the security may be traded for that greater consideration or tothat larger number of incorporators or organizers;


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(q) the trade is made in a security of an issuer to a promoter of the issuer,where that trade is made by:

(i) the issuer;

(ii) another promoter of the issuer; or

(iii) an incorporator or organizer of the issuer;

(r) the trade is made in a security of an issuer where each of the parties tothe trade is a person who or company that is, as regards that issuer, a controlperson;

(s) the trade is made by an issuer in a security of its own issue where:

(i) Repealed. 1995, c.32, s.40.

(ii) each purchaser purchases as principal;

(iii) all of the purchases are completed within a period of six monthsafter the date of approval by the Director of the offering memorandum orany other date that the Director may approve except that subsequentsales to the same purchasers may be carried out if made in compliancewith written agreements entered into during that period;

(iv) each purchaser is:

(A) an investor who, by virtue of:

(I) subject to subclause (v), his net worth and income beinggreater than the amount determined by the Commission forthe purposes of this clause and his investment experience; or

(II) consultation with or advice from an independent personor company acceptable to the Commission;

is able to evaluate the prospective investment on the basis ofinformation respecting the investment presented to him by theissuer; or

(B) a senior officer or director of the issuer or an affiliate of theissuer or a spouse, spousal equivalent, parent, brother, sister, child,mother-in-law, father-in-law, brother-in-law or sister-in-law of asenior officer or director of the issuer or an affiliate of the issuer;

(v) in the case of a trade made relying on subparagraph (iv)(A)(I) or (II),the issuer submits information satisfactory to the Commission to provethat the investor meets the criteria prescribed in that subparagraph;

(vi) the offer and sale of the security is not accompanied by anadvertisement;

(vii) no selling or promotional expenses have been paid or incurred inconnection with the offer and sale except for professional services or forservices performed by a registered dealer;


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(viii) no promoter of the issuer, other than a registered dealer, hasacted within the previous 12 months as a promoter of any other issuerwhich has traded in securities of its own issue pursuant to the exemptionin this clause;

(ix) each purchaser to whom securities are sold relying on this exemptionis furnished with an offering memorandum, and every amendment to theoffering memorandum, in a form that is satisfactory to the Directorbefore an agreement of purchase and sale is entered into with thatpurchaser; and

(ix.1) the cumulative amount raised by the issuer from all purchasersin Saskatchewan pursuant to the exemption in this clause does notexceed $1,000,000;

(x) Repealed. 1995, c.32, s.40.

(t) the trade is made from one registered dealer to another registered dealerwhere the registered dealer making the purchase is acting as principal;

(u) the trade is made between a person or company and an underwriteracting as purchaser or between or among underwriters;

(v) the trade is made by a person or company to a registered dealer inconsideration of services performed by that registered dealer in connectionwith a distribution;

(w) the trade is by a registered real estate broker or by an authorized officialor registered real estate salesperson acting in the course of his employment insecurities of an issuer where:

(i) the conditions prescribed in clause 39(1)(aa) are fulfilled; and

(ii) the trade is a distribution solely by reason of falling withinsubclause 2(1)(r)(iii);

(x) the trade is in an option to sell or purchase securities known as puts andcalls or any combination of them which permit that the holder of it may sell toor purchase from the writer of the option a specified amount or securities at aspecific price, on or prior to a specified date or the occurance of a specifiedevent, that is:

(i) written by or whose performance under the option is guaranteed bya member of an exchange or clearing corporation recognized by theCommission for this purpose; and

(ii) the securities that are the subject of the option or the contract aretraded on an exchange recognized by the Commission for this purpose;

(y) Repealed. 1995, c.32, s.40.


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(z) the trade is made by an issuer in securities of its own issue with:

(i) a senior officer or director of the issuer;

(ii) a senior officer or director of an affiliate of the issuer;

(iii) a spouse, spousal equivalent, parent, brother, sister, child,mother-in-law, father-in-law, brother-in-law or sister-in-law of anyperson mentioned in subclause (i) or (ii);

(iv) close friends or close business associates of a promoter of the issuer,if:

(A) a notice of intention to trade prepared and executed inaccordance with the regulations is filed by the issuer before thetrade;

(B) all trades are completed within six months after the date ofthe notice of intention to trade, except that subsequent sales to thesame purchasers may be carried out if they comply with writtenagreements entered into during that six-month period;

(C) there is not an invitation to the public to subscribe for thesecurities;

(D) no promoter of the issuer, other than a registered dealer, hasacted as a promoter of any other issuer where that other issuer hastraded in securities of its own issue pursuant to this exemptionwithin the previous 12 months;

(E) no selling or promotional expenses connected with the offer ofsale have been paid or incurred; and

(F) a statutory declaration, prepared and executed in accordancewith the regulations, is completed by each purchaser and is filed bythe issuer within 10 days after the completion of the offering; or

(v) a person or company all of whose securities are beneficially ownedby one or more of the individuals mentioned in subclause (i), (ii), (iii)or (iv), but, where that individual is or those individuals are mentionedin subclause (iv), only if all of the conditions of subclause (iv) apply;

(aa) Repealed. 1995, c.32, s.40.

(bb) the trade is made in a security of an issuer previously issued by theissuer pursuant to the exemption in clause (s) or (z) where each of the partiesto the trade is a purchaser of the security issued under one of thoseexemptions;


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(cc) the trade is made by an issuer in a security of the issuer’s own issue of aclass that is:

(i) publicly traded; or

(ii) redeemable at the option of the holder;

pursuant to a plan made available by that issuer to all holders of a class ofpublicly traded securities of the issuer the last address of whom as shown inthe books of the issuer is in Saskatchewan where:

(iii) the plan permits the holder to elect to receive stock dividends inlieu of cash dividends or to direct that dividends, interest paid orpayable, distributions out of earnings or surplus, income or any otherdistributions be applied to the purchase of securities from the issuer;

(iv) the plan may include an option of the holder to make cashpayments to purchase additional securities of the issuer; and

(v) in the case of a plan that includes an option described insubclause (iv), either:

(A) the aggregate number of securities of any class issued pursuantto the cash payment component of that plan in any financial year ofthe issuer does not exceed 2% of that number of the outstandingsecurities of that class as at the commencement of that financialyear; or

(B) at the time of the subject trade, Saskatchewan residents holdnot more than 5% of the outstanding securities of the classavailable for purchase under the cash payment option of the plan;

(dd) the trade is made by a mutual fund to a holder of a share or unit in thefund where:

(i) the trade is pursuant to a plan made available by the mutual fund toall holders of securities whose last address as shown in the books of themutual fund is in Saskatchewan where the plan permits or requires thatdividends or distributions of income or capital gains attributable to theshares or units held by a holder be reinvested in additional shares orunits of the fund of the same class or having the same attributes as theshares or units with respect to which the dividends or distributions ofincome or capital gains are attributable; and

(ii) no sales charge is payable with respect to the trade;

(ee) the trade is made in a share or unit of a mutual fund to a purchaser,other than the initial trade in a share or unit of the mutual fund to thatpurchaser, where:

(i) the initial trade in the shares or units of the mutual fund to thatpurchaser was made in reliance on the exemption in clause (d); and

(ii) either the net asset value or the aggregate acquisition cost of theshares or units in the mutual funds held by the purchaser as at the dateof the trade is not less than $150,000;

(ff) a trade with respect to which the regulations provide that a prospectus isnot required.


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(2) For the purpose of this section:

(a) a trust corporation licensed pursuant to The Trust and Loan CorporationsAct, 1997 is deemed to be acting as principal when it trades or purchases asecurity as trustee or as agent for accounts fully managed by it;

(b) a portfolio manager or person who or company that, but for theapplicability of an exemption pursuant to this Act or the regulations, would beobliged to be registered as a portfolio manager is deemed to be acting asprincipal when the person or company trades or purchases a security as agentfor accounts fully managed by the person or company;

(c) “issuer bid” and “take-over bid” have the same meaning as inPart XVI;

(d) “secondary distribution” means a distribution as defined insubclauses 2(1)(r)(iii) to (vi).

(3) A person or company shall file, in accordance with subsection (3.1), a copy ofan offering memorandum with the Commission, if the person or company:

(a) is required, pursuant to clause (1)(s), to furnish an offering memorandumto a purchaser;

(b) sends or delivers an offering memorandum to a purchaser pursuant to atrade pursuant to clause (1)(b), (c), (d), (h), (m),(n), (o), (w), (z) (cc), (dd) or (ee);or

(c) is required by a decision of the Commission to furnish an offeringmemorandum to a purchaser.

(3.1) The person or company shall file with the Commission the copy of theoffering memorandum pursuant to subsection (3):

(a) prior to or contemporaneously with any trade; or

(b) at any other time that the Commission may require or allow.

(4) Where a trade has been made in reliance on clause (1)(a), (b), (c), (d), (f.1), (m),(n), (s), (t), (v), (w), (z), (bb) or (ee), the vendor shall, within 10 days of thecompletion of the offering, file with the Commission a report prepared and executedin accordance with the regulations.

(5) Notwithstanding subsection (4), no report is required pursuant to thatsubsection where, by a trade exempted from sections 58 and 71 by clause (1)(a):

(a) a bank to which the Bank Act (Canada) applies;

(b) a loan corporation or trust corporation licensed pursuant to The Trustand Loan Corporations Act, 1997;

(b.1) a credit union; or

(b.2) Credit Union Central of Saskatchewan;

acquires from a customer:

(c) an evidence of indebtedness of the customer; or

(d) an equity investment in the customer acquired concurrently with anevidence of indebtedness.


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(6) Repealed. 2001, c.7, s.19.

(7) Repealed. 2001, c.7, s.19.

(8) Repealed. 2001, c.7, s.19.

(8.1) Repealed. 2001, c.7, s.19.

(8.2) Repealed. 2001, c.7, s.19.

(9) Repealed. 2001, c.7, s.19.

(10) Repealed. 2001, c.7, s.19.

(11) A trade in a security by a person who or company that has acquired thesecurity in the capacity of lender, pledgee, mortgagee or other encumbrancer byway of realization on collateral for a debt is subject to the provisions of this sectionthat would be applicable to a trade in that security by the debtor or other transferoras of the date of the trade.

(12) For the purpose of computing a hold period with respect to a security held bya lender, pledgee, mortgagee or other encumbrancer mentioned in subsection (11),the lender, pledgee, mortgagee or other encumbrancer is deemed to have acquiredthe security as of the date of acquisition by the debtor or other transferor.

(13) Repealed. 2001, c.7, s.19.

(14) Repealed. 1995, c.32, s.40.

(15) Subject to subsection (17), for the purpose of determining whether an issueris a reporting issuer and, if so, whether the reporting issuer is not in default of anyrequirement of this Act, the regulations or a decision of the Commission, the selleris entitled to apply to the Commission for a certificate issued for this purpose inaccordance with section 151 and is entitled to rely on the certificate.

(16) Subject to subsection (17), for the purpose of determining whether areporting issuer is not in default of any requirement of this Act, the regulations ora decision of the Commission the seller is entitled to rely on a list of defaultingreporting issuers to be maintained by the Commission for public inspection in itsoffices during its normal business hours.

(17) No person who or company that knows or ought reasonably to know that areporting issuer is in default of any requirement of this Act or the regulations mayrely on the certificate or on the list mentioned in subsections (15) and (16).

(18) For the purposes of this section:

(a) an issuer is deemed to have been a reporting issuer from the date that:

(i) it met the condition of the appropriate subparagraph ofclause 2(1)(qq) provided that in each case it is currently in compliancewith the requirements of this Act; and

(ii) in the case of qualification under subparagraph of clause 2(1)(qq)(iii),it is also currently listed and posted for trading on any exchangerecognized by the Commission; and


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(b) an issuer that is a reporting issuer by virtue of subclause 2(1)(qq)(v), isdeemed to have been a reporting issuer, as at the date of the amalgamation,merger, reorganization, arrangement or statutory procedure, for the period oftime that one of the parties to the amalgamation, merger, reorganization,arrangement or statutory procedure had been a reporting issuer at the date ofthe amalgamation, merger, reorganization, arrangement or statutoryprocedure.

1988-89, c.S-42.2, s.81; 1989-90, c.15, s.3; 1995,c.32, s.40; 1997, c.T-22.2, s.90; 2001, c.7, s.19and c.8, s.20; 2004, c.28, s.9 and c.65, s.31.

Prospectus not required (securities)82(1) Sections 58 and 71 do not apply to a distribution of securities:

(a) mentioned in subsection 39(2), other than clause 39(2)(p);

(b) that are listed and posted for trading on any exchange recognized for thepurpose of this section by the Commission where:

(i) the securities are distributed through the facilities of the exchangepursuant to the rules of the exchange and the requirements of theCommission; and

(ii) a statement of material facts that complies as to form and contentwith the regulations is filed with and is accepted for filing by theexchange and the Commission;

(c) that are options to sell or purchase securities known as puts and calls orany combination of them which provide that the holder of them may sell to orpurchase from the writer of the option a specified amount of securities at aspecific price, on or prior to a specified date or the occurrence of a specifiedevent, but only if:

(i) the option has been written by a member of an exchange recognizedby the Commission for this purpose or the performance under the optionis guaranteed by a member of an exchange recognized by the Commissionfor this purpose;

(ii) the securities that are the subject of the option are listed and postedfor trading on an exchange recognized by the Commission for thispurpose; and

(iii) the option is in a form approved for the purpose by at least oneother commission or agency that regulates the distribution of securitiesin Canada; or

(d) that are exempted by the regulations.

(2) Sections 79 and 137 apply with necessary modifications to a distributionpursuant to clause (1)(b) as if sections 79 and 137 were applicable to it, and thestatement of material facts required in clause (1)(b) is conclusively deemed to be aprospectus for the purposes of sections 79 and 137.

1988-89, c.S-42.2, s.82; 1995, c.32, s.41.

82.1 Repealed. 2004, c.28, s.10.


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Order re exemption or declaration83(1) On the application of an interested person or company, or on its own motionand where it is satisfied that to do so would not be prejudicial to the public interest,the Commission may:

(a) rule:

(i) that any trade, intended trade, security, person, company or issuer,or any class of trades, securities, persons, companies or issuers is notsubject to section 27 or 58;

(ii) that any person or company or class of persons or companies isexempt from any provision of the Act or regulations relating to section 27or 58 with respect to its application to any trade or class of trades;

(iii) that any person or company is deemed to be a reporting issuer forany or all purposes of the Act or the regulations;

(iv) that any trade is deemed to be or not to be a distribution; or

(v) that, for any or all purposes of the Act or the regulations, any personor company is deemed not to be in default of:

(A) any written undertaking made by that person or company tothe Commission or the Director; or

(B) any provision of this Act, the regulations or a decision of theCommission or the Director; and

(b) impose such terms and conditions on a ruling made pursuant toclause (a) that it considers necessary.

(2) Subject to subsection 158(3), a decision of the Commission made pursuant tosubsection (1) is final and there is no appeal from that decision.

1988-89, c.S-42.2, s.83; 1995, c.32, s.43.

PART XIVContinuous Disclosure

Publication of material change84(1) Subject to subsection (2), if a material change occurs in the affairs of areporting issuer, the reporting issuer shall:

(a) immediately issue and file with the Commission a press release authorizedby a senior officer disclosing the nature and substance of the change; and

(b) file with the Commission a report of the material change in accordancewith the regulations as soon as practicable and in any event within 10 days ofthe date on which the change occurs.


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(2) Where:

(a) in the opinion of the reporting issuer, the disclosure required bysubsection (1) would be unduly detrimental to the interests of the reportingissuer; or

(b) the material change consists of a decision to implement a change madeby senior management of the reporting issuer who believe that confirmationof the decision by the board of directors is probable and senior management ofthe reporting issuer has no reason to believe that persons or companies withknowledge of the material change have made use of that knowledge inpurchasing or selling securities of the issuer;

the reporting issuer may, in lieu of compliance with clause (1)(a), immediately filewith the Commission the report required pursuant to clause (1)(b) marked“confidential” together with written reasons for non-disclosure.

(3) Where a report has been filed with the Commission pursuant to subsection (2)and where the reporting issuer believes the report should continue to remainconfidential, the reporting issuer shall advise the Commission in writing within 10days of the date of filing of the initial report and every 10 days thereafter until:

(a) the material change is generally disclosed in the manner described inclause (1)(a); or

(b) if the material change consists of a decision of the type described inclause (2)(b), that decision has been rejected by the board of directors of theissuer.

(3.1) Notwithstanding subsections (2) and (3), where the Director considers that itis in the public interest that the material change be disclosed, the Director, aftergiving the reporting issuer an opportunity to be heard, may order that the materialchange be made public.

(4) Where, in the opinion of the Commission, a press release will not receive thepublicity necessary for the material change disclosed, it may take, or may requirethe issuer to take, any steps that it considers expedient to ensure that the materialchange receives the appropriate publicity.

1988-89, c.S-42.2, s.84; 1995, c.32, s.44.

Trading where undisclosed change85(1) In this section, “person or company in a special relationship with areporting issuer” means:

(a) a person who or company that is an insider, an affiliate or an associate of:

(i) the reporting issuer;

(ii) a person who or company that is proposing to make a take-over bid,as defined in Part XVI, for the securities of the reporting issuer; or

(iii) a person who or company that is proposing to become a party to areorganization, amalgamation, merger or arrangement or similar businesscombination with the reporting issuer or to acquire a substantial portionof its property;


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(b) a person who or company that is engaging or proposes to engage in anybusiness or professional activity with or on behalf of the reporting issuer orwith or on behalf of a person or company described in subclause (a)(ii) or (iii);

(c) a person who is a director, officer or employee of the reporting issuer or ofa person or company described in subclause (a)(ii) or (iii) or clause (b);

(d) a person who or company that learned of the material fact or materialchange with respect to the reporting issuer while the person or company was aperson or company described in clause (a), (b) or (c);

(e) a person who or company that learns of a material fact or materialchange with respect to the issuer from any other person or company describedin this subsection, including a person or company described in this clause, andknows or ought reasonably to have known that the other person or company isa person or company in such a relationship.

(2) For the purpose of subsection (3), a security of the reporting issuer is deemedto include:

(a) a put, call, option or other right or obligation to purchase or sell securitiesof the reporting issuer; or

(b) a security, the market price of which varies materially with the marketprice of the securities of the issuer.

(3) No person or company in a special relationship with a reporting issuer shallpurchase or sell securities of the reporting issuer with the knowledge of a materialfact or material change with respect to the reporting issuer that has not beengenerally disclosed.

(4) No reporting issuer and no person or company in a special relationship with areporting issuer shall inform, other than in the necessary course of business,another person or company of a material fact or material change with respect to thereporting issuer before the material fact or material change has been generallydisclosed.

(5) No person who or company that proposes to:

(a) make a take-over bid, as defined in Part XVI, for the securities of areporting issuer;

(b) become a party to a reorganization, amalgamation, merger, arrangementor similar business combination with a reporting issuer; or

(c) acquire a substantial portion of the property of a reporting issuer;

shall inform another person or company of a material fact or material change withrespect to the reporting issuer before the material fact or material change has beengenerally disclosed except where the information is given in the necessary course ofbusiness to effect the take-over bid, business combination or acquisition.


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(6) No person or company shall be found to have contravened subsection (3), (4)or (5) if the person or company proves that:

(a) the person or company reasonably believed that the material fact ormaterial change had been generally disclosed; or

(b) the material fact or material change was known or ought reasonably tohave been known to the seller or the purchaser, as the case may be.

1988-89, c.S-42.2, s.85.

Interim financial statements86(1) Every reporting issuer that is not a mutual fund shall file, within 60 days ofthe date to which it is made up, an interim financial statement:

(a) subject to subsection (2), where the reporting issuer has not completed itsfirst financial year, for the periods commencing with the beginning of thatyear and ending nine, six and three months respectively before the date onwhich that year ends;

(b) where the reporting issuer has completed its first financial year, to theend of each of the three-month, six-month and nine-month periods of thecurrent financial year that commenced immediately following the lastfinancial year, including a comparative statement to the end of each of thecorresponding periods in the last financial year;

made up and certified as required by the regulations and in accordance withgenerally accepted accounting principles.

(2) A reporting issuer is not required to file an interim financial statementpursuant to clause (1)(a) for any period that is less than three months in length.

(3) Every mutual fund in Saskatchewan shall file, within 60 days of the date towhich it is made up, interim financial statements:

(a) where the reporting issuer has not completed its first financial year, forthe period commencing with the beginning of that year and ending six monthsbefore the date on which that year ends;

(b) where the reporting issuer has completed its first financial year, for thesix-month period of the current financial year that commenced immediatelyfollowing the last financial year.

(4) The interim financial statements mentioned in subsection (3) shall be made upand certified as required by the regulations and in accordance with generallyaccepted accounting principles.

(5) Notwithstanding clause (3)(a), a mutual fund is not required to file an interimfinancial statement pursuant to that clause where its first financial year is lessthan six months in length.

1988-89, c.S-42.2, s.86.


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Comparative financial statements87(1) In this section, “auditor”, where used in relation to a reporting issuer ormutual fund, includes:

(a) an auditor of the reporting issuer or mutual fund who is acceptable to theDirector; or

(b) any other independent public accountant who is acceptable to theDirector.

(2) Every reporting issuer that is not a mutual fund and every mutual fund inSaskatchewan shall file annually, within 140 days from the end of its last financialyear, comparative financial statements relating separately to:

(a) the period that commenced on the date of incorporation or organizationand ended as of the close of the first financial year or, where the reportingissuer or mutual fund has completed a financial year, the last financial year,as the case may be; and

(b) the period covered by the financial year next preceding the last financialyear, if any;

made up and certified as required by the regulations and in accordance withgenerally accepted accounting principles.

(3) Every financial statement mentioned in subsection (2) shall be accompaniedby a report of the auditor of the reporting issuer or mutual fund in Saskatchewanprepared in accordance with the regulations.

(4) The auditor of a reporting issuer or mutual fund in Saskatchewan shall makethose examinations that will enable him to make the report required by subsection (3).

1988-89, c.S-42.2, s.87; 1995, c.32, s.45.

Delivery of financial statements to security holders88(1) Subject to subsection (2), a reporting issuer or mutual fund in Saskatchewan,as the case may be, shall send every financial statement required to be filedpursuant to section 86 or 87 concurrently to each holder of its securities, other thandebt instruments, whose latest address as shown on its books is in Saskatchewan.

(2) Where the reporting issuer or mutual fund in Saskatchewan is subject to acorresponding requirement of the laws of the jurisdiction pursuant to which thereporting issuer or mutual fund is incorporated, organized or continued, compliancewith that corresponding requirement is deemed to be compliance with this section.

(3) A reporting issuer or mutual fund in Saskatchewan that sends financialstatements pursuant to this section shall file a report with the Commissionverifying that the issuer or the mutual fund has complied with the requirements ofthis section.

(4) The report mentioned in subsection (3) must be in the form and contain theinformation prescribed in the regulations.

1988-89, c.S-42.2, s.88; 1995, c.32, s.46.


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Relief against certain requirements89 On the application of a reporting issuer or on the motion of the Commissionand where in the opinion of the Commission to do so would not be prejudicial to thepublic interest, the Commission may make an order, on any terms and conditionsthat it may impose:

(a) permitting the omission from the financial statements required to befiled pursuant to this Part of:

(i) comparative financial statements for particular periods;

(ii) sales or gross operating revenue, where the Commission is satisfiedthat the disclosure of that information would be unduly detrimental tothe interests of the reporting issuer; or

(iii) basic earnings per share or fully diluted earnings per share; or

(b) exempting, in whole or in part, any reporting issuer or class of reportingissuers from a requirement of this Part or the regulations relating to arequirement of this Part where:

(i) the requirement conflicts with a requirement of the laws of thejurisdiction pursuant to which the reporting issuer or class of reportingissuers is incorporated, organized or continued;

(ii) the reporting issuer or class of reporting issuers ordinarily distributesfinancial information to holders of its, or their, securities in a form, or attimes, different from those required by this Part; or

(iii) the Commission is otherwise satisfied in the circumstances of theparticular case that there is adequate justification for so doing.

1988-89, c.S-42.2, s.89.

Filing of management information circular90(1) Every reporting issuer whose management is required by Part XV to sendan information circular shall file with the Commission a copy of each informationcircular, certified in accordance with the regulations, immediately after it is sent.

(2) Every reporting issuer whose management is not required by Part XV to sendan information circular shall file annually with the Commission, within 140 daysfrom the end of its last financial year, a report prepared and certified in accordancewith the regulations.

1988-89, c.S-42.2, s.90.

Filing of documents filed in another jurisdiction91 Where the laws of the jurisdiction in which the reporting issuer wasincorporated, organized or continued require the reporting issuer to file substantiallythe same information in that jurisdiction as is required by this Part, the reportingissuer may comply with the filing requirements of this Part by filing copies with theCommission of the press release, timely disclosure report, information circular orfinancial statements and auditor’s report, as the case may be, required by thatjurisdiction.

1988-89, c.S-42.2, s.91.


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Order relieving reporting issuer92 On the application of a reporting issuer, the Commission may order, subject toany terms and conditions that it may impose, that the reporting issuer shall ceaseto be a reporting issuer when it is satisfied that to do so would not be prejudicial tothe public interest and:

(a) the reporting issuer is a corporation as defined in The BusinessCorporations Act or a person organized or established pursuant to the laws ofSaskatchewan where:

(i) the reporting issuer has not more than 50 security holders; and

(ii) all the security holders, or any lesser number of security holdersthat the Commission considers appropriate, have requested that it ceaseto be a reporting issuer;

(b) the reporting issuer is incorporated, organized or continued otherwisethan pursuant to the laws of Saskatchewan; or

(c) the reporting issuer is a reporting issuer solely by virtue of having filed aprospectus and receiving a receipt for it pursuant to this Act and has not, as atthe date immediately following the lapse date of the prospectus as defined insubsection 71(1), distributed any of the securities offered in the prospectus.

1988-89, c.S-42.2, s.92; 1995, c.32, s.47; 2004,c.28, s.11.

PART XVProxies and Proxy Solicitation

Interpretation of Part93 In this Part:

(a) “information circular” means an information circular prepared inaccordance with the regulations;

(b) “solicit” and “solicitation” include:

(i) any request for a proxy, whether or not accompanied by or includedin a form of proxy;

(ii) any request to execute or not to execute a form of proxy or to revokea proxy;

(iii) the sending or delivery of a form of proxy or other communicationto a security holder under circumstances reasonably calculated to resultin the procurement, withholding or revocation of a proxy; and

(iv) the sending or delivery of a form of proxy to a security holderpursuant to section 94;


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but do not include:

(v) the sending or delivery of a form of proxy to a security holder inresponse to an unsolicited request made by him or on his behalf; or

(vi) the performance by any person or company of ministerial acts orprofessional services on behalf of a person or company soliciting a proxy.

1988-89, c.S-42.2, s.93.

Mandatory solicitation of proxies94 Subject to section 97, where the management of a reporting issuer gives orintends to give notice of a meeting to holders of its voting securities, themanagement shall, concurrently with or prior to giving that notice to the securityholders, send to those security holders:

(a) whose latest address, as shown on the books of the reporting issuer, is inSaskatchewan; and

(b) who are entitled to notice of the meeting;

a form of proxy for use at the meeting that complies with the regulations.

1988-89, c.S-42.2, s.94; 2001, c.7, s.20.

Information circular95(1) Subject to subsections (2) and (3) and section 97, no person or company shallsolicit proxies from holders of its voting securities whose latest address, as shownon the books of the reporting issuer, is in Saskatchewan unless:

(a) in the case of a solicitation by or on behalf of the management of areporting issuer, an information circular, either as an appendix to or as aseparate document accompanying the notice of the meeting, is sent ordelivered to each such security holder of the reporting issuer whose proxy issolicited at his latest address, as shown on the books of the reporting issuer; or

(b) in the case of any other solicitation, the person or company making thesolicitation, concurrently with or prior to the solicitation, delivers or sends aninformation circular to each such security holder whose proxy is solicited.

(2) Subsection (1) does not apply to:

(a) any solicitation, otherwise than by or on behalf of the management of areporting issuer, where the total number of security holders whose proxies aresolicited is not more than 15, two or more persons who or companies that arethe joint registered owners of one or more securities being counted as onesecurity holder;

(b) any solicitation by a person or company made pursuant to section 55; or

(c) any solicitation by a person or company with respect to securities ofwhich he is the beneficial owner.

(3) Repealed. 2001, c.7, s.21.

1988-89, c.S-42.2, s.95; 2001, c.7, s.21.


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Voting where proxies96 The Chairperson at a meeting has the right not to conduct a vote by way ofballot on any matter or group of matters where the form of proxy has provided ameans whereby the person or company whose proxy is solicited may specify howthat person or company wishes the securities registered in his name to be voted,unless:

(a) a poll is demanded by any security holder present at the meeting inperson or represented at the meeting by proxy; or

(b) proxies requiring that the securities represented by proxies be votedagainst what would otherwise be the decision of the meeting in relation tothose matters or group of matters total more than 5% of all the voting rightsattached to all the securities entitled to be voted and be represented at themeeting.

1988-89, c.S-42.2, s.96; 1995, c.32, s.73.

Compliance with laws of another jurisdiction97(1) Where:

(a) a reporting issuer is complying with the requirements of the laws ofanother jurisdiction pursuant to which it is incorporated, organized orcontinued; and

(b) the requirements are substantially similar to the requirements of thisPart;

compliance with those requirements of that jurisdiction constitutes a sufficientcompliance with the requirements of this Part.

(2) Subject to subsection (1), on the application of any interested person orcompany and where:

(a) a requirement of this Part conflicts with a requirement of the laws of thejurisdiction pursuant to which the reporting issuer is incorporated, organizedor continued; or

(b) the Commission is satisfied in the circumstances of the particular casethat there is adequate justification for so doing;

the Commission may make an order on any terms and conditions that it considersnecessary exempting, in whole or in part, a person or company from therequirements of this Part and of section 90.

1988-89, c.S-42.2, s.97.


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PART XVITake-over Bids and Issuer Bids

Interpretation of Part98(1) In this Part:

(a) “bid” means a take-over bid or an issuer bid;

(a.1) “class of securities” includes a series of a class of securities;

(b) “formal bid” means:

(i) a take-over bid or an issuer bid to which section 104 applies; or

(ii) a take-over bid that is exempted from sections 104 to 109 or anissuer bid that is exempted from sections 104, 105, 106, 107 and 109:

(A) by reason of an exemption under clause 102(1)(a) or 102(4)(f),if the offeror is required to deliver a disclosure document of the typecontemplated by subsection 139(11) to every security holder whoselast address as shown on the books of the offeree issuer is inSaskatchewan; or

(B) by reason of an exemption under clause 102(1)(e) or 102(4)(i),if the offeror is required to deliver disclosure material relating tothe bid to holders of the class of securities subject to the bid;

(c) “interested person” means:

(i) an offeree issuer;

(ii) a security holder, director or officer of an offeree issuer;

(iii) an offeror;

(iv) the Director; and

(v) any person or company not mentioned in subclauses (i) to (iv) who orthat in the opinion of the Commission or the Court of Queen’s Bench, asthe case may be, is a proper person or company to make an applicationpursuant to section 113 or 114, as the case may be;

(d) “issuer bid” means an offer to acquire or redeem securities of an issuermade by the issuer to:

(i) any person who or company that is in Saskatchewan; or

(ii) any security holder of the issuer whose last address as shown on thebooks of the issuer is in Saskatchewan;

and includes a purchase, redemption or other acquisition of securities of theissuer by the issuer from a person or company described in subclauses (i)and (ii), but does not include an offer to acquire or redeem debt securities thatare not convertible into securities other than debt securities;


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(e) “offer to acquire” includes:

(i) an offer to purchase, or a solicitation of an offer to sell, securities;

(ii) an acceptance of an offer to sell securities, whether or not that offerto sell has been solicited; or

(iii) any combination of the matters described in subclauses (i) and (ii);

and the person or company accepting an offer to sell is deemed to be makingan offer to acquire to the person who or company that made the offer to sell;

(f) “offeree issuer” means an issuer whose securities are the subject of atake-over bid, an issuer bid or an offer to acquire;

(g) “offeror” means a person who or company that makes a take-over bid,an issuer bid or an offer to acquire;

(h) “offeror’s securities” means securities of an offeree issuer:

(i) beneficially owned; or

(ii) over which control or direction is exercised;

on the date of an offer to acquire, by an offeror or any person or companyacting jointly or in concert with the offeror;

(i) “published market” means, as to any class of securities, any market onwhich those securities are traded if the prices at which they have been tradedon that market are regularly published in a bona fide newspaper or businessor financial publication of general and regular paid circulation;

(j) “take-over bid” means an offer to acquire outstanding voting or equitysecurities of a class made to:

(i) any person who or company that is in Saskatchewan; or

(ii) any security holder of the offeree issuer whose last address asshown on the books of the offeree issuer is in Saskatchewan;

where the securities subject to the offer to acquire, together with the offeror’ssecurities, constitute in the aggregate 20% or more of the outstandingsecurities of that class of securities at the date of the offer to acquire.

(2) For the purposes of this Part, a take-over bid or an issuer bid expires at thelater of:

(a) the end of the period, including any extension, during which securitiesmay be deposited pursuant to the bid; and

(b) the time at which the offeror becomes obligated by the terms of the bid totake-up or reject securities deposited under the take-over bid or issuer bid.


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(3) For the purposes of this Part:

(a) a security is deemed to be convertible into a security of another class if:

(i) whether or not on conditions, it is or may be convertible into orexchangeable for; or

(ii) it carries the right or obligation to acquire;

a security of the other class, whether of the same or another issuer; and

(b) a security that is convertible into a security of another class is deemed tobe convertible into a security or securities of each class into which the second-mentioned security may be converted, either directly or through securities ofone or more other classes of securities that are themselves convertible.

(4) Where a time period is set out in this Part and the time period is varied in theregulations, the time period as varied in the regulations prevails over the timeperiod set out in this Part.

1988-89, c.S-42.2, s.98; 1995, c.32, s.48; 1999,c.10, s.3.

Deemed beneficial ownership99(1) For the purposes of this Part, in determining the beneficial ownership ofsecurities of an offeror or of any person or company acting jointly or in concert withthe offeror, at any given date, the offeror, person or company is deemed to haveacquired and be the beneficial owner of a security, including an unissued security,if the offeror, person or company:

(a) is the beneficial owner of any security convertible within 60 daysfollowing that date into that security; or

(b) has the right or obligation, whether or not on conditions, to acquire,within the 60-day period described in clause (a), beneficial ownership of thesecurity whether through the exercise of an option, warrant, right orsubscription privilege or otherwise.

(2) Where two or more offerors acting jointly or in concert make one or more offersto acquire securities of a class, the securities subject to that offer or those offers toacquire are deemed to be securities subject to the offer to acquire of each offeror forthe purposes of determining whether that offeror is making a take-over bid.

(3) For the purpose of calculating the number of outstanding securities of a classof securities with respect to an offeror’s offer to acquire, where the offeror or anyperson or company acting jointly or in concert with that offeror is deemed by reasonof subsection (1) to be the beneficial owner of unissued securities, those securitiesare deemed to be outstanding.

1988-89, c.S-42.2, s.99.


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Acting jointly or in concert100(1) For the purposes of this Part, it is a question of fact as to whether a personor company is acting jointly or in concert with an offeror and, without limiting thegenerality of the foregoing, the following are presumed to be acting jointly or inconcert with an offeror:

(a) every person who or company that, as a result of any agreement,commitment or understanding, whether formal or informal, with the offeroror with any other person or company acting jointly or in concert with theofferor:

(i) acquires or offers to acquire securities of the issuer of the same classas those subject to the offer to acquire; or

(ii) intends to exercise jointly or in concert with the offeror or with anyother person or company acting jointly or in concert with the offeror anyvoting rights attaching to any securities of the offeree issuer; or

(b) every associate and affiliate of the offeror.

(2) Notwithstanding subsection (1), a registered dealer:

(a) acting solely in an agency capacity for the offeror in connection with atake-over bid or an issuer bid; and

(b) not executing principal transactions for its own account in the class ofsecurities subject to the offer to acquire or performing services beyondcustomary dealer’s functions;

is not to be presumed solely by reason of that agency relationship to be actingjointly or in concert with the offeror in connection with the bid.

1988-89, c.S-42.2, s.100.

Application to direct and indirect offers, etc.101 For the purposes of this Part, a reference to an offer to acquire or to theacquisition or ownership of securities or to control or direction over securities is tobe construed to include a direct or indirect offer to acquire or the direct or indirectacquisition or ownership of securities, or the direct or indirect control or directionover securities, as the case may be.

1988-89, c.S-42.2, s.101.


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Exempted take-over bids102(1) Subject to the regulations, a take-over bid is exempt from sections 104to 109:

(a) if the bid is made through the facilities of an exchange recognized by theCommission for the purposes of this clause;

(b) if the bid is for not more than 5% of the outstanding securities of a class ofsecurities of the issuer and:

(i) the aggregate number of securities acquired by the offeror and anyperson or company acting jointly or in concert with the offeror within anyperiod of 12 months in reliance on the exemption provided by this clausedoes not, when aggregated with acquisitions otherwise made by theofferor and any person or company acting jointly or in concert with theofferor within the same 12-month period, constitute in excess of 5% of theoutstanding securities of that class of the issuer at the commencement ofthe 12-month period; and

(ii) where there is a published market for the securities acquired, thevalue of the consideration paid for any of the securities acquired is not inexcess of the market price at the date of acquisition determined inaccordance with the regulations plus reasonable brokerage fees orcommissions actually paid;

(c) if:

(i) purchases are made from not more than five persons or companies inthe aggregate, including persons or companies outside of Saskatchewan;

(ii) the bid is not made generally to security holders of the class ofsecurities that is the subject of the bid; and

(iii) the value of the consideration paid for any of the securities,including brokerage fees or commission, does not exceed 115% of themarket price of securities of that class at the date of the bid determinedin accordance with the regulations;

(d) if:

(i) the offeree issuer is not a reporting issuer;

(ii) there is not a published market with respect to the securities thatare the subject of the bid; and

(iii) the number of holders of securities of that class is not morethan 50, exclusive of:

(A) holders who are in the employment of the offeree issuer or anaffiliate of the offeree issuer; and

(B) holders who were formerly in the employment of the offereeissuer or an affiliate of the offeree issuer and who while in thatemployment were, and have continued after that employment tobe, security holders of the offeree issuer;


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(e) if:

(i) the number of holders, whose last address as shown on the books ofthe offeree issuer is in Saskatchewan, of securities of the class subject tothe bid is fewer than 50;

(ii) the securities held by the holders mentioned in subclause (i)constitute, in the aggregate, less than 2% of the outstanding securities ofthat class;

(iii) the bid is made in compliance with the laws of a jurisdiction that isrecognized for the purposes of this clause by the Commission; and

(iv) all material relating to the bid that is sent by the offeror to holdersof securities of the class that is subject to the bid is:

(A) concurrently sent to all holders of those securities whose lastaddress as shown on the books of the offeree issuer is inSaskatchewan; and

(B) filed; or

(f) if it is exempted by the regulations.

(2) For the purposes of clause (1)(c), where an offeror makes an offer to acquiresecurities from a person or company and the offeror knows or ought to know afterreasonable enquiry that:

(a) subject to subsection (3), one or more other persons or companies onwhose behalf that person or company is acting as nominee, agent, trustee,executor, administrator or other legal representative has a direct beneficialinterest in those securities, then each of those others is to be included in thedetermination of the number of persons and companies to whom the offer toacquire has been made; or

(b) the person or company acquired the securities in order that the offerormight make use of the exemption provided by clause (1)(c), then each personor company from whom those securities were acquired is to be included in thedetermination of the number of persons and companies to whom the offer toacquire has been made.

(3) Where an inter vivos trust has been established by a single settler or where anestate has not vested in all persons beneficially entitled to that estate, the trust orestate is to be considered a single security holder in the determination made for thepurposes of clause (2)(a).

(4) Subject to the regulations, an issuer bid is exempt from sections 104 to 107and 109:

(a) if the securities are purchased, redeemed or otherwise acquired inaccordance with terms and conditions attaching to them that permit thepurchase, redemption or acquisition of the securities by the issuer without theprior agreement of the owners of the securities;

(b) if the securities are acquired to meet sinking fund or purchase fundrequirements;


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(c) if the purchase, redemption or other acquisition is required by:

(i) the instrument creating or governing the class of securities; or

(ii) the statute under which the issuer was incorporated, organized orcontinued;

(d) if the securities carry with them or are accompanied by a right of theowner of the securities to require the issuer to redeem or repurchase thesecurities and the securities are acquired pursuant to the exercise of thatright;

(e) if the securities are acquired from a current or former employee of theissuer or of an affiliate of the issuer and if there is a published market withrespect to the securities:

(i) the value of the consideration paid for any of the securities acquireddoes not exceed the market price of the securities at the date of theacquisition determined in accordance with the regulations; and

(ii) the aggregate number or, in the case of convertible debt securities,the aggregate principal amount of securities acquired by the issuerwithin a period of 12 months in reliance on the exemption provided bythis clause does not exceed 5% of the securities of that class issued andoutstanding at the commencement of the period;

(f) if the bid is made through the facilities of an exchange recognized by theCommission for the purpose of this clause;

(g) if, following the publication of a notice of intention in the form andmanner prescribed by the regulations, the issuer purchases securities in thenormal course in the open market, including through the facilities of anexchange, where:

(i) the aggregate number; or

(ii) in the case of convertible debt securities, the aggregate principalamount;

of the securities acquired by the issuer within a period of 12 months inreliance on the exemption provided by this clause does not exceed 5% of thesecurities of that class issued and outstanding at the commencement of theperiod;

(h) if:

(i) the issuer is not a reporting issuer;

(ii) there is not a published market in respect of the securities that arethe subject of the bid; and


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(iii) the number of holders of securities of the issuer is not morethan 50, exclusive of:

(A) holders who are in the employment of the issuer or an affiliateof the issuer; and

(B) holders who were formerly in the employment of the issuer oran affiliate of the issuer and who while in that employment were,and have continued after the employment to be, security holders ofthe issuer;

(i) if:

(i) the number of holders, whose last address as shown on the books ofthe issuer is in Saskatchewan, of securities of the class subject to the bidis fewer than 50;

(ii) the securities held by the holders mentioned in subclause (i)constitute, in the aggregate, less than 2% of the outstanding securities ofthat class;

(iii) the bid is made in compliance with the laws of a jurisdiction that isrecognized for the purposes of this clause by the Commission; and

(iv) all material relating to the bid that is sent by the offeror to holdersof securities of the class that is subject to the bid is:

(A) concurrently sent to all holders of those securities whose lastaddress as shown on the books of the issuer is in Saskatchewan;and

(B) filed; or

(j) if it is exempted by the regulations.

(5) A bid that is made in reliance on any exemption in this section through thefacilities of an exchange is to be made in accordance with the bylaws, regulationsand policies of the exchange.

1988-89, c.S-42.2, s.102; 1995, c.32, s.49.

Restrictions on acquisitions during take-over bid103(1) In this section, “offeror” means:

(a) an offeror making a formal bid other than a bid mentioned inclause 102(1)(e) or 102(4)(i);

(b) a person or company acting jointly or in concert with an offeror describedin clause (a);

(c) a security holder of an offeror described in clause (a) who, as regards theofferor, is a control person or an associate or affiliate of a control person.


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(2) No offeror shall:

(a) offer to acquire; or

(b) make or enter into any agreement, commitment or understanding toacquire;

beneficial ownership of any securities of the class that are subject to a take-over bidotherwise than pursuant to the bid on and from the day of the announcement of theofferor’s intention to make the bid until its expiry.

(3) Notwithstanding subsection (2), an offeror making a take-over bid maypurchase, through the facilities of an exchange recognized by the Commission forthe purpose of clause 102(1)(a), securities of the class that are subject to the bid andsecurities convertible into securities of that class commencing on the third businessday following the date of the bid until the expiry of the bid, if:

(a) the intention to make those purchases is stated in the take-over bidcircular;

(b) the aggregate number of securities acquired under this subsection doesnot constitute in excess of 5% of the outstanding securities of that class as atthe date of the bid; and

(c) the offeror issues and files, immediately after the close of business of theexchange on each day on which securities have been purchased under thissubsection, a press release disclosing the information prescribed by theregulations.

(4) No offeror making an issuer bid shall:

(a) offer to acquire; or

(b) make or enter into any agreement, commitment or understanding toacquire;

beneficial ownership of any securities of the class that are subject to the bidotherwise than pursuant to the bid on and from day of the announcement of theofferor’s intention to make the bid until the bid’s expiry.

(5) Subsection (4) does not apply so as to prevent the offeror making an issuer bidfrom purchasing, redeeming or otherwise acquiring any of those securities duringthe period mentioned in subsection (4) in reliance on an exemption underclause 102(4)(a), (b), (c) or (d).

(6) Where a take-over bid that is a formal bid is made by an offeror and, within theperiod of 90 days immediately preceding the bid, the offeror acquired beneficialownership of securities of the class subject to the bid pursuant to a transaction notgenerally available on identical terms to holders of that class of securities:

(a) the offeror shall offer:

(i) consideration for securities deposited under the bid at least equaland in the same form as to the highest consideration that was paid on aper security basis under any of those prior transactions; or

(ii) at least the cash equivalent of the consideration mentioned insubclause (i); and


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(b) the offeror shall offer to acquire under the bid that percentage ofsecurities of the class subject to the bid that is at least equal to the highestpercentage that the number of securities acquired from a seller in that priortransaction was of the total number of securities of that class beneficiallyowned by that seller at the time of the prior transaction.

(7) No offeror shall acquire beneficial ownership of securities of the class that wassubject to the bid by way of a transaction that is not generally available on identicalterms to holders of that class of securities during the period:

(a) beginning with the expiry of the bid; and

(b) ending at the end of the twentieth business day after the expiry of thebid;

and whether or not any securities are taken up under the bid.

(8) Subsections (6) and (7) do not apply to trades effected in the normal course ona published market, as long as:

(a) any broker acting for the purchaser or seller does not perform servicesbeyond the customary broker’s function and does not receive more thanreasonable fees or commissions;

(b) the purchaser or any person or company acting for the purchaser doesnot solicit or arrange for the solicitation of offers to sell securities of the classsubject to the bid; and

(c) the seller or any person or company acting for the seller does not solicit orarrange for the solicitation of offers to buy securities of the class subject to thebid.

(9) No offeror shall, except pursuant to the bid:

(a) sell; or

(b) make or enter into any agreement, commitment or understanding to sell;

any securities of the class subject to the bid on and from the day of theannouncement of the offeror’s intention to make the bid until its expiry.

(10) Notwithstanding subsection (9), an offeror, before the expiry of a bid, maymake or enter into an arrangement, commitment or understanding to sellsecurities that may be taken up by the offeror pursuant to a bid, after the expiry ofthe bid, if the intention to sell is disclosed in the take-over bid circular or issuer bidcircular, as the case may be.

1988-89, c.S-42.2, s.103; 1995, c.32, s.50.


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General provisions104(1) Subject to the regulations, the provisions of this section apply to everytake-over bid and issuer bid.

(2) The bid shall be:

(a) made to all holders of securities of the class that is subject to the bid whoare in Saskatchewan; and

(b) delivered by the offeror to all holders, whose last address as shown on thebooks of the offeree issuer is in Saskatchewan, of securities of that class and ofsecurities that, before the expiry of the bid, are convertible into securities ofthat class.

(3) The offeror shall allow at least 35 days from the date of the bid during whichsecurities may be deposited pursuant to the bid.

(4) The offeror shall not take up any securities deposited pursuant to the bid untilthe expiration of 35 days from the date of the bid.

(5) Securities deposited pursuant to the bid may be withdrawn by or on behalf ofa depositing security holder:

(a) at any time if the securities have not been taken up by the offeror;

(b) at any time before the expiration of 10 days from the date of a notice ofchange or variation pursuant to section 107; or

(c) if the securities have not been paid for by the offeror, within threebusiness days after having been taken up.

(6) The right of withdrawal conferred by clause (5)(b) does not apply:

(a) where the securities have been taken up by the offeror at the date of thenotice;

(b) where a variation in the terms of a bid consists solely of an increase in theconsideration offered for the securities subject to the bid and the time fordeposit is not extended for a period greater than that required bysubsection 107(5); or

(c) in the circumstances described in subsection 107(6).

(7) The notice of withdrawal of any securities pursuant to subsection (5) shall:

(a) be made by or on behalf of the depositing security holder by a methodthat provides the depositary designated under the bid with a written orprinted copy; and

(b) to be effective, be actually received by the depositary;

and, where notice is given in accordance with this subsection, the offeror shallreturn the securities to the depositing security holder.


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(8) Where:

(a) the bid is made for less than all of the class of securities subject to the bid;and

(b) a greater number of securities is deposited pursuant to the bid than theofferor is bound or willing to acquire under the bid;

the offeror shall take up and pay for the securities, as nearly as may be pro rata,disregarding fractions, according to the number of securities deposited by eachdepositing security holder.

(9) Where an offeror purchases securities as permitted by subsection 103(3), thesecurities so purchased shall be counted in the determination of whether acondition as to the minimum number of securities to be deposited in the bid hasbeen fulfilled, but shall not reduce the number of securities the offeror is boundunder the bid to take up.

(10) Subject to subsections (11) and (12), where all the terms and conditions of thebid have been complied with or waived, the offeror shall take up and pay forsecurities deposited under the bid not later than 10 days after the expiry of the bid.

(11) The offeror shall pay for any securities that are taken up by the offerorpursuant to the bid as soon as possible, and in any event not more than threebusiness days after the taking up of the securities.

(12) The offeror shall take up and pay for any securities deposited pursuant to thebid subsequent to the date on which the offeror first takes up securities depositedunder the bid, within 10 days of the deposit of the securities.

(13) An offeror shall not extend a bid where all the terms and conditions of the bidhave been complied with except those waived by the offeror, unless the offeror firsttakes up all securities that are deposited pursuant to the bid and that are notwithdrawn.

(13.1) Notwithstanding subsection (13), if an offeror waives any terms orconditions of a bid and extends the bid in circumstances where the rights ofwithdrawal conferred by clause (5)(b) are applicable, the offeror may extend the bidwithout first taking up the securities that are subject to those rights of withdrawal.

(14) Where all the terms and conditions of the bid have been complied with orwaived, the offeror shall immediately issue a notice by press release disclosing:

(a) that all the terms and conditions of the bid have been complied with orwaived;

(b) the approximate number of securities deposited pursuant to the bid; and

(c) the approximate number that will be taken up pursuant to the bid.

1988-89, c.S-42.2, s.104; 1999, c.10, s.4.


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Financing of bid105 Where a take-over bid or issuer bid provides that the consideration for thesecurities deposited pursuant to the bid is to be paid wholly or partly in cash, theofferor shall make adequate arrangements prior to the bid to ensure that therequired funds are available to effect payment in full for all securities that theofferor has offered to acquire.

1988-89, c.S-42.2, s.105.

Identical consideration106(1) Subject to the regulations, where a take-over bid or issuer bid is made, allholders of the same class of securities shall be offered identical consideration.

(2) If an offeror makes or intends to make a take-over bid or issuer bid, neither theofferor nor any person or company acting jointly or in concert with the offeror shallenter into any collateral agreement, commitment or understanding with any holderor beneficial owner of securities of the offeree issuer that has the effect of providingto the holder or owner a consideration of greater value than that offered to the otherholders of the same class of securities.

(3) Where a variation in the terms of a take-over bid or issuer bid before theexpiry of the bid increases the value of the consideration offered for the securitiessubject to the bid, the offeror shall pay that increased consideration to each personor company whose securities are taken up pursuant to the bid, whether or not thosesecurities were taken up by the offeror before the variation.

1988-89, c.S-42.2, s.106.

Offeror’s circular107(1) An offeror shall deliver, with or as part of a take-over bid or issuer bid, atake-over bid circular or issuer bid circular, as the case may be.

(2) Where:

(a) before the expiry of a take-over bid or issuer bid; or

(b) after the expiry of a take-over bid or issuer bid but before the expiry of allrights to withdraw the relevant securities;

a change has occurred in the information contained in a take-over bid circular orissuer bid circular or in any notice of change or notice of variation that wouldreasonably be expected to affect the decision of the holders of the securities of theofferee issuer to accept or reject the bid, a notice of the change shall be delivered toevery person or company:

(c) to whom the circular was required to be delivered; and

(d) whose securities were not taken up at the date of the occurrence of thechange.

(3) Subsection (2) does not apply to a change that is not within the control of theofferor or of an affiliate of the offeror unless it is a change in a material fact relatingto the securities being offered in exchange for securities of the offeree issuer.


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(4) Where there is a variation in the terms of a take-over bid or issuer bid,including any extension of the period during which securities may be depositedunder the bid and whether or not the variation results from the exercise of anyright contained in the bid, a notice of the variation shall be delivered to everyperson or company:

(a) to whom the take-over bid circular or issuer bid circular was required tobe delivered; and

(b) whose securities were not taken up at the date of the variation.

(5) Subject to subsection (6), where there is a variation in the terms of a take-overbid or issuer bid, the period during which securities may be deposited pursuant tothe bid shall not expire before 10 days after the notice of variation has beendelivered.

(6) Subsection (5) does not apply to a variation in the terms of a bid consistingsolely of the waiver of a condition in the bid where the consideration offered for thesecurities that are subject to the bid consists solely of cash.

(7) A take-over bid circular, issuer bid circular, notice of change and notice ofvariation shall be in the form and shall contain the information required by thisPart and the regulations.

1988-89, c.S-42.2, s.107; 1989-90, c.15, s.3.

Directors’ circular108(1) Where a take-over bid has been made, a directors’ circular shall beprepared and delivered, not later than 15 days after the date of the bid, by theboard of directors of an offeree issuer to every person and company to whom atake-over bid must be delivered pursuant to subsection 104.

(2) The board of directors shall include in a directors’ circular either:

(a) a recommendation to accept or to reject a take-over bid and the reasonsfor their recommendation; or

(b) a statement that they are unable to make or are not making arecommendation and if no recommendation is made, the reasons for notmaking a recommendation.

(3) An individual director or officer may recommend acceptance or rejection of atake-over bid if the director or officer delivers with the recommendation a circularprepared in accordance with the regulations.

(4) Where a board of directors is considering recommending acceptance orrejection of a take-over bid, it shall, at the time of sending or delivering a directors’circular, advise the security holders of this fact and may advise them not to tendertheir securities until further communication is received from the directors.

(5) Where subsection (4) applies, the board of directors shall deliver therecommendation or the decision not to make a recommendation at least seven daysbefore the scheduled expiry of the period during which securities may be depositedunder the bid.


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(6) Where, before the expiry of a take-over bid or after the expiry of the bid butbefore the expiry of all rights to withdraw the securities that have been depositedunder the bid:

(a) a change has occurred in the information contained in a directors’circular or in any notice of change to a directors’ circular that wouldreasonably be expected to affect the decision of the holders of the securities toaccept or reject the bid, the board of directors of the offeree issuer shallimmediately deliver a notice of the change to every person or company towhom the circular was required to be sent disclosing the nature and substanceof the change; or

(b) a change has occurred in the information contained in an individualdirector’s or officer’s circular or any notice of change to that directors’ orofficers’ circular that would reasonably be expected to affect the decision of theholders of the securities to accept or reject the bid, other than a change that isnot within the control of the individual director or officer, as the case may be,the individual director or officer, as the case may be, shall immediately delivera notice of change to the board of directors.

(7) Where an individual director or officer submits a circular pursuant tosubsection (3) or a notice of change pursuant to clause (6)(b) to the board ofdirectors, the board, at the offeree issuer’s expense, shall deliver a copy of thecircular or notice to the persons and companies mentioned in subsection (1).

(8) A directors’ circular, director’s or officer’s circular and a notice of change shallbe in the form and contain the information required by this Part and theregulations.

1988-89, c.S-42.2, s.108; 1999, c.10, s.5.

Delivery of bids109(1) In this section and in section 109.1, “offeror” includes a person orcompany acting on behalf of an offeror.

(2) A take-over bid may be commenced in accordance with this section and anissuer bid shall be commenced in accordance with this section.

(3) The offeror shall commence the bid by delivering, in accordance withsubsection (7), the bid to the security holders mentioned in subsection 104(2).

(4) If a bid is commenced in accordance with this section, the offeror shall, on thesame day that the bid is delivered pursuant to subsection (3) or as soon as ispracticable after that day:

(a) file the bid; and

(b) in the case of a take-over bid, deliver the bid to the offeree issuer’sprincipal office.

(5) The offeror shall, on the same day that a notice of change or variation withrespect to the bid is delivered to holders of securities of the offeree issuer or as soonas is practicable after that day:

(a) file the notice of change or variation; and

(b) in the case of a take-over bid, deliver the notice of change or variation tothe offeree issuer’s principal office.


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(6) Every directors’ circular, every individual director’s or officer’s circular andevery notice of change in relation to any of those circulars must, on the day it isdelivered to holders of securities of the offeree issuer or as soon as is practicableafter that day:

(a) be filed; and

(b) be delivered to the offeror’s principal office.

(7) Every take-over bid or issuer bid, every take-over bid circular, every issuer bidcircular, every directors’ circular, every individual director’s or officer’s circular andevery notice of change or variation in any bid or circular must:

(a) be mailed to its intended recipients by prepaid first class mail; or

(b) be delivered to its intended recipients by personal delivery or in anyother manner that the Director may approve.

(8) Subject to subsections 109.1(3) and (4), any bid, circular or notice mailed ordelivered in accordance with subsection (7) is deemed to have been delivered and isconclusively deemed for the purposes of this Part and the regulations to have beendated as of the date on which it was mailed or delivered to all or substantially all ofthe persons or companies entitled to receive it.

1999, c.10, s.6.

Advertising of take-over bid109.1(1) Notwithstanding section 109, an offeror may commence a take-over bid:

(a) by placing an advertisement containing a brief summary of its take-overbid in at least one daily newspaper having general and regular paidcirculation in Saskatchewan; or

(b) by disseminating the advertisement mentioned in clause (a) in any othermanner that may be prescribed in the regulations.

(2) Subsection (1) applies only if the offeror:

(a) on or before the date of first publication or first dissemination of theadvertisement:

(i) files its take-over bid and the advertisement; and

(ii) delivers the take-over bid to the offeree issuer at the offeree issuer’sprincipal office;

(b) on or before the date of first publication or first dissemination of theadvertisement, requests from the offeree issuer the list of security holders towhom the bid must be made in accordance with subsection 104(2); and

(c) within two business days of the date that the offeror receives the list ofsecurity holders mentioned in clause (b), mails or delivers the take-over bid inaccordance with subsection 109(7).


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(3) If a take-over bid is commenced in accordance with this section, the take-overbid is conclusively deemed for the purposes of this Part and the regulations to havebeen dated as of the date of the first publication or first dissemination of theadvertisement mentioned in subsection (1).

(4) If a take-over bid is commenced by advertisement and the offeror has compliedwith clauses (2)(a) and (b) but has not mailed or delivered the take-over bid inaccordance with clause (2)(c), any change or variation to the take-over bid that ismade prior to the date on which the bid is mailed or delivered to security holders inaccordance with clause (2)(c) and that is advertised in the same manner as thatprescribed for take-over bids pursuant to subsection (1) is conclusively deemed forthe purposes of this Part and the regulations to have been dated as of the date offirst publication or first dissemination of the advertisement relating to the changeor variation.

(5) Subsection (4) applies only if:

(a) the advertisement relating to the change or variation contains a briefsummary of the change or variation;

(b) the offeror, concurrently with, or before the date of first publication orfirst dissemination of the advertisement relating to the variation or change:

(i) files the notice of change or variation and the advertisement; and

(ii) delivers the notice of change or variation to the offeree issuer at theofferee issuer’s principal office; and

(c) subject to subsection (6), within two business days of the date the offerorreceives the list of security holders mentioned in subsection 104(2), the offerordelivers the notice of change or variation to those security holders inaccordance with subsection 107(2), in the case of a notice of change, orsubsection 107(4), in the case of a notice of variation.

(6) The offeror shall deliver the notice of change or variation to security holderspursuant to clause (5)(c):

(a) by mailing it to its intended recipients by prepaid first class mail; or

(b) by delivering it to its intended recipients by personal delivery or in anyother manner that the Director may approve.

(7) If an offeror complies with subsections (4) to (6) in delivering a notice of changeor variation, the offeror is not required to file and deliver that notice of change orvariation in accordance with subsection 109(5).

1999, c.10, s.6.


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Securities, reports of acquisition110(1) Every person who or company that acquires:

(a) beneficial ownership of; or

(b) the power to exercise control or direction over;

voting or equity securities, or securities convertible into voting or equity securities,of any class of a reporting issuer that, together with that person’s or company’ssecurities of that class, would constitute 10% or more of the outstanding securitiesof that class, shall:

(c) immediately issue and file a press release containing the informationprescribed by the regulations; and

(d) within two business days, file a report containing the same informationthat is contained in the press release issued under clause (c).

(2) Where a person or company is required to file a report under subsection (1) ora further report pursuant to this subsection and:

(a) the person or company or any person or company acting jointly or inconcert with the person or company acquires beneficial ownership of, or thepower to exercise control or direction over, or securities convertible into, anadditional 2% or more of the outstanding securities of the class; or

(b) there is a change in any other material fact in that report;

the person or company that made the filing shall:

(c) immediately issue and file a press release containing the informationprescribed by the regulations; and

(d) within two business days, file a report containing the same informationas is contained in the press release issued under clause (c).

(3) During the period:

(a) commencing on the occurrence of an event with respect to which a reportor further report is required to be filed under this section; and

(b) terminating on the expiry of one business day from the date that thereport or further report is filed;

no person or company required to file the report or further report and no personsand companies acting jointly or in concert with that first-mentioned person orcompany shall acquire or offer to acquire beneficial ownership of any securities ofthe class with respect to which the report or further report is required to be filed orany securities convertible into securities of that class.

(4) Subsection (3) does not apply to an offeror that is the beneficial owner of, orhas the power to exercise control or direction over, securities that, together with theofferor’s securities of that class, constitute 20% or more of the outstandingsecurities of that class.

1988-89, c.S-42.2, s.110; 1995, c.32, s.52.


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Press release re acquisitions by person other than offeror during bid111(1) Where:

(a) after a formal bid has been made for voting or equity securities of anofferee issuer that is a reporting issuer; and

(b) before the expiry of the bid;

an offeror, other than the person or company making the bid, acquires beneficialownership of, or the power to exercise control or direction over, securities of theclass subject to the bid which, when added to such offeror’s securities of that class,constitute 5% or more of the outstanding securities of that class, the offeror shall:

(c) not later than the opening of trading on the next business day, issue apress release containing the information prescribed in the regulations; and

(d) immediately file a copy of the press release.

(2) Where:

(a) an offeror that has filed a press release pursuant to subsection (1) or afurther press release pursuant to this subsection; or

(b) any person or company acting jointly or in concert with any offerormentioned in clause (a);

acquires beneficial ownership of, or control or direction over, securities of the classsubject to the bid which, when added to the securities of that class acquired afterthe filing of the press release by the offeror and any person or company actingjointly or in concert with the offeror, aggregate an additional 2% or more of the classof outstanding securities, the offeror shall:

(c) not later than the opening of trading on the next business day, issue afurther press release containing the information prescribed by the regulations;and

(d) immediately file a copy of the press release.

1988-89, c.S-42.2, s.111.

No duplication of reports112 Where the facts required to be reported or in respect of which a press releaseis required to be filed under sections 110 and 111 are identical, a report or pressrelease is required only under the provision requiring the earlier report or pressrelease, as the case may be.

1988-89, c.S-42.2, s.112.

Applications to the Commission113(1) Where, on the application of an interested person, it appears to theCommission that a person or company has not complied or is not complying withthis Part or the regulations related to this Part, it may issue, subject to any termsthat it may impose, an order:

(a) restraining the distribution of any document used or issued in connectionwith a take-over bid or issuer bid;


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(b) requiring an amendment to or variation of any document used or issuedin connection with a take-over bid or issuer bid and requiring the distributionof any amended, varied or corrected document;

(c) directing any person or company to comply with this Part or theregulations related to this Part or restraining any person or company fromcontravening this Part or the regulations related to this Part and directing thedirectors and senior officers of the person or company to cause the person orcompany to comply with or to cease contravening this Part or the regulationsrelated to this Part.

(2) On an application by any interested person, the Commission may, subject toany terms and conditions that it may impose:

(a) decide for the purposes of subsection 106(2) that an agreement,commitment or understanding with a selling security holder is made forreasons other than to increase the value of the consideration paid to theselling security holder for the securities of the selling security holder and thatthe agreement, commitment or understanding may be entered intonotwithstanding that subsection;

(b) vary any period set out in this Part and the regulations related to thisPart; and

(c) exempt any person or company from all or any of the provisions of thisPart or the regulations related to this Part where the Commission is satisfiedthat to do so would not be prejudicial to the public interest.

1988-89, c.S-42.2, s.113.

Applications to Court114(1) An interested person may apply to a judge of the Court of Queen’s Benchfor an order under this section.

(2) Where, on an application under subsection (1), the judge hearing theapplication is satisfied that a person or company has not complied with this Part orthe regulations related to this Part, the judge may make any interim or final orderthat the judge thinks fit, including, without limiting the generality of the foregoing:

(a) an order compensating any interested person who is a party to theapplication for damages suffered as a result of a contravention of this Part orthe regulations related to this Part;

(b) an order rescinding a transaction with any interested person, includingthe issue of a security or a purchase and sale of a security;

(c) an order requiring any person or company to dispose of any securitiesacquired pursuant to or in connection with a take-over bid or an issuer bid;

(d) an order prohibiting any person or company from exercising any or all ofthe voting rights attaching to any securities; and

(e) an order requiring the trial of an issue.

1988-89, c.S-42.2, s.114; 1989-90, c.15, s.3.


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PART XVIIInsider Trading and Self-dealing

INSIDER REPORTS

Interpretation of Part115(1) In this Part:

(a) “distribution company” means a person or company distributingsecurities pursuant to a distribution contract;

(b) “distribution contract” means a contract between a mutual fund, itstrustees or another legal representative and a person or company pursuant towhich that person or company is granted the right:

(i) to purchase shares or units of the mutual fund for distribution; or

(ii) to distribute the shares or units of the mutual fund on behalf of themutual fund;

(c) “management company” means a person who or company thatprovides investment advice pursuant to a management contract;

(d) “management contract” means a contract pursuant to which a mutualfund is provided with investment advice, alone or together with administrativeor management services, for valuable consideration;

(e) “mutual fund” means, except in section 120, a mutual fund that is areporting issuer;

(f) “portfolio security”, in relation to a mutual fund, means a security heldor proposed to be purchased by the mutual fund;

(g) “related mutual funds” includes more than one mutual fund undercommon management;

(h) “related person or company”, where used in relation to a mutualfund, means a person in whom or a company in which:

(i) the mutual fund;

(ii) its management company; or

(iii) its distribution company;

is prohibited by the provisions of this Part from making any investment.

(2) For the purpose of this Part:

(a) any issuer in which:

(i) a mutual fund holds in excess of 10% of the voting securities; or

(ii) a mutual fund and related mutual funds hold in excess of 20% of thevoting securities;

is deemed to be a related person or company of that mutual fund or of each ofthose mutual funds;


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(b) the acquisition or disposition of a put, call or other transferable optionwith respect to a security is deemed to be a change in the beneficial ownershipof the security to which the put, call or other transferable option relates; and

(c) for the purpose of reporting pursuant to section 116 or 117, ownership isdeemed to pass at the time:

(i) an offer to sell is accepted by the purchaser or his agent; or

(ii) an offer to buy is accepted by the vendor or his agent.

1988-89, c.S-42.2, s.115.

Report of insiders, etc.116(1) A person who or company that becomes an insider of a reporting issuer,other than a mutual fund, shall, within 10 days after the date that the person orcompany becomes an insider or within any other period that may be prescribed inthe regulations, file a report as of the day on which he becomes an insider disclosingany direct or indirect beneficial ownership of or control or direction over securitiesof the reporting issuer that may be required by the regulations.

(2) A person or company:

(a) who or that has filed or is required to file a report pursuant to this sectionor any predecessor of this section; and

(b) whose direct or indirect beneficial ownership of or control or directionover securities changes from that shown or required to be shown in the reportor in the latest report filed by him or it pursuant to this section or anypredecessor of this section;

shall, within 10 days after the date that the change takes place or within any otherperiod that may be prescribed in the regulations, file a report of:

(c) the person’s or company’s direct or indirect beneficial ownership of orcontrol or direction over securities of the reporting issuer before the change;

(d) the change or changes in the person’s or company’s direct or indirectbeneficial ownership of or control or direction over securities of the reportingissuer giving those details of each transaction that may be required by theregulations; and

(e) the person’s or company’s direct or indirect beneficial ownership of orcontrol or direction over securities of the reporting issuer after the change.

(3) A person who or company that becomes an insider of a reporting issuer byreason of subsections 2(8) or (9) shall file the reports required by subsections (1)or (2) for the previous six months or any shorter period that the person or companywas a director or senior officer of the reporting issuer within 10 days after the date,or within any other period that may be prescribed in the regulations, that:

(a) the issuer becomes an insider of a reporting issuer; or

(b) the reporting issuer becomes an insider of another reporting issuer;

as the case may be.

1988-89, c.S-42.2, s.116; 2001, c.7, s.22.


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Report of transfer by insider117 No insider of a reporting issuer shall transfer or cause to be transferred anysecurities of the reporting issuer into the name of an agent, nominee or custodianwithout delivering to the Commission a report of the transfer in accordance withthe regulations unless the transfer is for the purpose of giving collateral for a bonafide debt.

1988-89, c.S-42.2, s.117.

Report of transfer by agent, etc.118 Where voting securities are registered in the name of a person or companyother than the beneficial owner and the person or company knows that:

(a) they are beneficially owned by an insider; and

(b) the insider has failed to file a report of his ownership with theCommission as required by this Part;

the person or company shall file a report in accordance with the regulations unlessthe securities were transferred into the person’s or company’s name for the purposeof giving collateral for a bona fide debt.

1988-89, c.S-42.2, s.118.

MUTUAL FUNDS

Interpretation119(1) For the purposes of sections 120 to 124:

(a) “investment” means:

(i) a purchase of any security of any class of securities of an issuerincluding bonds, debentures, notes or other evidences of indebtedness ofthe issuer; and

(ii) a loan to persons or companies;

but does not include an advance or loan, whether secured or unsecured, that ismade by a mutual fund, its management company or its distribution companythat is merely ancillary to the main business of the mutual fund, itsmanagement company or its distribution company;

(b) a person or company or a group of persons or companies has a significantinterest in an issuer where:

(i) in the case of a person or company, the person or company, as thecase may be, owns beneficially, either directly or indirectly, morethan 10%; or

(ii) in the case of a group of persons or companies, they own beneficially,either individually or together and either directly or indirectly, morethan 50%;

of the outstanding shares or units of the issuer;


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(c) a person or company or a group of persons or companies is a substantialsecurity holder of an issuer if that person or company or group of persons orcompanies owns beneficially, either individually or together or directly orindirectly, voting securities to which are attached more than 20% of the votingrights attached to all the voting securities of the issuer for the time beingoutstanding;

(d) where a person or company or group of persons or companies ownsbeneficially, directly or indirectly, or pursuant to this clause is deemed to ownbeneficially, voting securities of an issuer, that person or company or group ofpersons or companies is deemed to own beneficially a proportion of votingsecurities of any other issuer that are owned beneficially, directly orindirectly, by the first-mentioned issuer in a proportion that is equal to theproportion of the voting securities of the first-mentioned issuer that areowned beneficially, directly or indirectly, or that pursuant to this clause aredeemed to be owned beneficially, by that person or company or group ofpersons or companies.

(2) For the purposes of clause (1)(c), when computing the percentage of votingrights attached to voting securities owned by an underwriter, any voting securitiesacquired by him as underwriter in a distribution of the securities up until the timeof completion or cessation of the distribution by him shall be excluded.

1988-89, c.S-42.2, s.119.

Loans and investments of mutual funds120(1) No mutual fund in Saskatchewan shall knowingly make an investment byway of loan to:

(a) an officer or director of the mutual fund, its management company ordistribution company or an associate of any of them;

(b) an individual where the individual or an associate of the individual is asubstantial security holder of the mutual fund, its management company orits distribution company.

(2) No mutual fund in Saskatchewan shall knowingly make an investment:

(a) in any person or company that is a substantial security holder of themutual fund, its management company or its distribution company;

(b) in any person or company in which the mutual fund, alone or togetherwith one or more related mutual funds, is a substantial security holder; or

(c) in an issuer in which:

(i) any officer or director of the mutual fund, its management companyor its distribution company or an associate of any of them; or

(ii) any person or company that is a substantial security holder of themutual fund, its management company or its distribution company;

has a significant interest.

(3) No mutual fund in Saskatchewan, its management company or its distributioncompany shall knowingly hold an investment made after the coming into force ofthis Act that is an investment described in this section.

1988-89, c.S-42.2, s.120.


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Indirect investment121(1) No mutual fund, no management company of a mutual fund and nodistribution company of a mutual fund shall knowingly enter into any contract orother arrangement that results in the mutual fund being directly, indirectly orcontingently liable with respect to any investment by way of loan to, or otherinvestment in, a person or company:

(a) to whom or to which it is prohibited from making a loan by section 120; or

(b) in whom or in which it is prohibited from making any other investment.

(2) For the purpose of section 120, any contract or other arrangement described insubsection (1) is deemed to be a loan or an investment, as the case may be.

1988-89, c.S-42.2, s.121.

Relieving orders122 On an application of an interested person or company and where theCommission is satisfied:

(a) that a class of investment or a particular investment represents thebusiness judgment of responsible persons uninfluenced by considerationsother than the best interests of a mutual fund; or

(b) that a particular investment is in fact in the best interests of a mutualfund;

the Commission may order, subject to any terms and conditions that it may impose,that section 120 or 121 does not apply to the class of investment, particularinvestment, contract or other arrangement, as the case may be.

1988-89, c.S-42.2, s.122.

Exception to clause 119(1)(d)123 Notwithstanding clause 119(1)(d), a mutual fund is not prohibited frommaking an investment in an issuer by reason only that a person who or companythat or a group of persons who or companies that:

(a) own beneficially, directly or indirectly; or

(b) are deemed to own beneficially;

voting securities of the mutual fund or its management company or its distributioncompany are by reason of that ownership deemed to own beneficially votingsecurities of the issuer.

1988-89, c.S-42.2, s.123.


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Fees on investment124(1) No mutual fund shall make any investment in consequence of which arelated person or company of the mutual fund will receive any fee or othercompensation other than fees paid pursuant to a contract that is disclosed in anypreliminary prospectus or prospectus, or any amendment to either of them, that is:

(a) filed by the mutual fund; and

(b) accepted by the Director.

(2) On the application of a mutual fund and where the Commission is satisfiedthat it would not be prejudicial to the public interest to do so, the Commission mayorder, subject to any terms and conditions that it may impose, that subsection (1)does not apply to the mutual fund.

1988-89, c.S-42.2, s.124.

Standard of care for management of mutual fund125(1) Every person or company responsible for the management of a mutualfund shall:

(a) exercise the powers and discharge the duties of his office honestly, ingood faith and in the best interests of the mutual fund; and

(b) exercise the degree of care, diligence and skill that a reasonably prudentperson would exercise in the circumstances.

(2) For the purposes of subsection (1), a person or company is responsible for themanagement of a mutual fund if the person or company has legal power or right tocontrol the mutual fund or if in fact the person or company is able to do so.

1988-89, c.S-42.2, s.125.

Filing by management companies126(1) Every management company shall file a report with respect to eachmutual fund to which it provides services or advice, prepared in accordance withthe regulations, of:

(a) every transaction of purchase or sale of securities between the mutualfund and any related person or company;

(b) every loan received by the mutual fund from, or made by the mutual fundto, any of its related persons or companies;

(c) every purchase or sale effected by the mutual fund through any relatedperson or company with respect to which the related person or companyreceived a fee either from the mutual fund or from the other party to thetransaction or from both; and

(d) any transaction in which, by arrangement other than an arrangementrelating to insider trading in portfolio securities, the mutual fund is a jointparticipant with one or more of its related persons or companies;

within 30 days after the end of the month in which it occurs.


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(2) On the application of the management company of a mutual fund and where inthe opinion of the Commission it would not be prejudicial to the public interest to doso, the Commission may order, subject to any terms and conditions that it mayimpose, that subsection (1) does not apply to any transaction or class oftransactions.

1988-89, c.S-42.2, s.126.

Interest of manager in investment portfolio127(1) In this section, “responsible person” means a portfolio manager and:

(a) every individual who is a partner, director or officer of a portfoliomanager;

(b) every affiliate of a portfolio manager; and

(c) every individual who is:

(i) a director, officer or employee of an affiliate of a portfolio manager;or

(ii) an employee of the portfolio manager;

if the affiliate or the individual participates in the formulation of, or hasaccess prior to implementation to, investment decisions made on behalf of, orthe advice given to, the client of the portfolio manager.

(2) No portfolio manager shall knowingly cause any investment portfolio managedby it to:

(a) invest in any issuer in which a responsible person or an associate of aresponsible person is an officer or director unless:

(i) the specific fact is disclosed to the client; and

(ii) the written consent of the client to the investment is obtained beforethe purchase;

(b) purchase or sell the securities of any issuer from or to the account of aresponsible person or any associate of a responsible person; or

(c) make a loan to a responsible person or an associate of a responsibleperson.

(3) Where the Commission determines that a portfolio manager or a class ofportfolio managers is subject to regulations imposed by a self-regulatory body tosubstantially the same effect as the requirements set out in subsection (2), theCommission may, subject to any terms and conditions that it may impose, exemptthe portfolio manager or class of portfolio managers from the requirements ofsubsection (2).

1988-89, c.S-42.2, s.127.


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Trades by mutual fund insiders128 No person who or company that has access to information concerning theinvestment program of:

(a) a mutual fund; or

(b) the investment portfolio managed for a client by a portfolio manager;

shall purchase or sell securities of an issuer for the person’s or company’s accountwhere:

(c) the portfolio securities of the mutual fund or the investment portfoliomanaged for a client by a portfolio manager include securities of that issuer;and

(d) the information is used by the person or company for the person’s orcompany’s direct benefit or advantage.

1988-89, c.S-42.2, s.128.

OTHER

Publication of information129 The Commission may publish a summary of the information contained inreports filed pursuant to this Part or pursuant to section 110 or 111 in any mannerthat it considers advisable and may request or authorize the publication of thesummary of the information in any publication issued by the Government ofCanada or an agency of that government or by the government of another provinceor an agency of that government.

1988-89, c.S-42.2, s.129.

Filing in other jurisdictions130(1) Where the laws of the jurisdiction in which the reporting issuer isincorporated, organized or continued require substantially the same reports in thatjurisdiction as are required by this Part or by section 110 or 111, the filingrequirements of this Part or of section 110 or 111 may be complied with by filing thereports required by the laws of that jurisdiction.


(a) on the application of an interested person or company:

(i) where a requirement of this Part conflicts with a requirement of thelaws of the jurisdiction pursuant to which the reporting issuer isincorporated, organized or continued; or

(ii) where the Commission is satisfied in the circumstances of theparticular case that there is adequate justification for so doing; or

(b) on its own motion;

make an order, on any terms and conditions that seem appropriate to theCommission, exempting in whole or in part a person or company, class of persons orcompanies or class of transactions from the requirements of this Part.

1988-89, c.S-42.2, s.130.


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PART XVIIIEnforcement

Offences, general131(1) For the purposes of this section, “a person or company in a specialrelationship with a reporting issuer” has the same meaning as insubsection 85(1).

(2) For the purposes of this section, a security of the reporting issuer is deemed toinclude:

(a) a put, call, option or other right or obligation to purchase or sell securitiesof the reporting issuer; or

(b) a security, the market price of which varies materially with the marketprice of the securities of the issuer.

(3) Every person who or company that does any of the following is guilty of anoffence and liable on summary conviction to a fine of not more than $1,000,000, toimprisonment for a term of not more than two years or to both that fine andimprisonment:

(a) makes a statement in any material, evidence or information filed,submitted or given pursuant to any hearing, process, procedure, investigation,examination or review carried out pursuant to this Act or the regulations tothe Commission, its representative, its employees, the Director or any personappointed or designated to make an investigation, examination or reviewpursuant to this Act that, at the time and in the light of the circumstancesunder which it is made, is false, misleading or a misrepresentation;

(b) makes a statement in any application, release, report, preliminaryprospectus, prospectus, return, financial statement, information circular,take-over bid circular, issuer bid circular or other document required to befiled or furnished pursuant to this Act or the regulations that, at the time andin the light of the circumstances pursuant to which it was made, is false,misleading or a misrepresentation;

(c) contravenes this Act, the regulations or a decision of the Commission orthe Director;

(d) fails to observe or to comply with any direction, decision, ruling, order orother requirement made pursuant to this Act or the regulations; or

(e) fails to comply with or contravenes a written undertaking made by thatperson or company to the Commission or the Director.


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(3.1) Every person who or company that is a member or an employee of a memberof a self-regulatory organization that has been recognized by the Commission forthe purposes of this subsection and who or that does any of the following is guilty ofan offence and liable on summary conviction to a fine of not more than $1,000,000,to imprisonment for a term of not more than two years or to both that fine andimprisonment:

(a) contravenes a bylaw, rule, or regulation of the self-regulatory organization;or

(b) contravenes a direction, decision, order or ruling made pursuant to anybylaw, rule or regulation of the self-regulatory organization.

(4) No person or company is guilty of an offence pursuant to clause (3)(a) or (b)where the person or company, as the case may be, did not know and in the exerciseof reasonable diligence could not have known that the statement was false,misleading or a misrepresentation.

(5) The following persons are guilty of an offence and liable on summaryconviction to a fine of not more than $1,000,000, to imprisonment for a term of notmore than two years or to both that fine and imprisonment:

(a) every director or officer of a company that has committed an offencedescribed in subsection (3);

(b) every other individual who directed, authorized, permitted, assented toor participated in the commission of an offence described in subsection (3) by acompany or a person that is not an individual.

(5.1) The individuals mentioned in subsection (5) are guilty of the offence whetheror not that company or that person has been prosecuted or convicted of the offence.

(6) Where a person or company has contravened subsection 85(3), (4) or (5), theperson or company shall pay, in addition to any other penalty, a fine:

(a) of not less than the profit made or loss avoided by the person or companyby reason of the contravention, if that profit made or loss avoided is known ordeterminable; and

(b) of not more than:

(i) $1,000,000; or

(ii) an amount equal to triple the profit made or loss avoided by theperson or company by reason of the contravention.

(7) For the purposes of subsection (6), “profit” means:

(a) respecting a person who or company that purchased securities incontravention of subsection 85(3), the amount determined by:

(i) ascertaining the average market price of the security over the 20trading days following general disclosure of the material fact or materialchange; and

(ii) subtracting from the average market price ascertained pursuant tosubclause (i) the amount paid by that person or company for thesecurities;


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(b) respecting a person who or company that sold securities in contraventionof subsection 85(3), the amount determined by:

(i) ascertaining the amount received by that person or company for thesecurities; and

(ii) subtracting from the amount ascertained pursuant to subclause (i)the average market price of the securities over the 20 trading daysfollowing general disclosure of the material fact or material change;

(c) respecting a person who or company that informed one or more otherpersons or companies of a material fact or material change in contravention ofsubsection 85(4) or (5) and received any direct or indirect consideration for theinformation, the value of the consideration received by that person orcompany.

(8) An information with respect to any contravention of this Act may be for one ormore offence and no information, summons, warrant, conviction or other proceedingin any prosecution is objectionable or insufficient by reason of the fact that itrelates to two or more offences.

1988-89, c.S-42.2, s.131; 1995, c.32, s.53.

Execution of warrant issued in another province132(1) Where a provincial judge, magistrate or justice of another province orterritory of Canada issues a warrant for the arrest of any person on a charge ofcontravening any provision of a statute of that province or territory similar to thisAct, any judge of the Provincial Court or justice of the peace within whosejurisdiction that person is or is suspected to be may, on satisfactory proof of thehandwriting of the provincial judge, magistrate or justice who issued the warrant,make an endorsement on the warrant in the form prescribed by the regulations.

(2) A warrant endorsed in the manner provided by subsection (1) is sufficientauthority:

(a) to the person bringing the warrant;

(b) to all other persons to whom it was originally directed; and

(c) to all peace officers within the territorial jurisdiction of the judge of theProvincial Court or justice of the peace so endorsing the warrant;

to execute it within Saskatchewan and to take the person arrested pursuant to thewarrant either out of or anywhere in Saskatchewan and to re-arrest the personanywhere in Saskatchewan.

(3) Any peace officer of Saskatchewan or of any other province or territory ofCanada who is passing through Saskatchewan having in his custody a personarrested in another province or territory pursuant to a warrant endorsed pursuantto subsection (1) is entitled to hold, take and re-arrest the accused anywhere inSaskatchewan pursuant to that warrant without proof of the warrant or theendorsement thereof.

1988-89, c.S-42.2, s.132.


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Order for compliance133(1) Where it appears to the Commission that any person or company hasfailed to comply with, or is violating:

(a) any written undertaking made by that person or company to theCommission or the Director;

(b) any provision of:

(i) this Act;

(ii) any other Act administered by the Commission; or

(iii) the regulations pursuant to this or any other Act administered bythe Commission; or

(c) any decision made pursuant to this or any other Act administered by theCommission or the Director;

notwithstanding the imposition of any penalty with respect to the non-complianceor violation and in addition to any other rights it may have, the Commission mayapply to the Court of Queen’s Bench for an order:

(d) directing the person or company to comply with the undertaking,decision or provision or restraining the person or company from violating theundertaking, decision or provision;

(e) directing the directors and senior officers of the person or company tocause the person or company to comply with or to cease violating theundertaking, decision or provision;

(f) setting aside a transaction relating to trading in securities;

(g) requiring the issuance or cancellation of a security or the purchase,disposition or exchange of a security or exchange contract;

(h) prohibiting the voting of a security or the exercise of a right attaching toa security or exchange contract; and

(i) appointing or removing a director of the person who or the company thatis the subject of the application;

and the court may grant the order or any other order that the court thinks fit.

(2) An application pursuant to this section may be made ex parte if the Court ofQueen’s Bench considers it proper to do so.

1988-89, c.S-42.2, s.133; 1995, c.32, s.54.


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Order to cease trading134(1) Where, in the opinion of the Commission, it is in the public interest, theCommission may order, subject to any terms and conditions that it may impose, oneor more of the following:

(a) that any or all of the following exemptions do not apply to the person orcompany named in the order, either generally or concerning those trades,securities, exchange contracts or bids specified in the order:

(i) the exemptions in sections 38, 39, 39.1, 81, 82 and 102;

(ii) the exemptions in the regulations providing for exemptions fromsections 27, 58, 71 or 104 to 109; and

(iii) an exemption in any decision of the Commission providing for anexemption from any provision of the Act or regulations;

(b) that trading shall cease respecting any securities or exchange contractsfor a period that is specified in the order;

(c) that advising shall cease respecting any securities, trades or exchangecontracts for a period that is specified in the order;

(d) that a person or company cease trading in securities, specified securities,exchange contracts or specified exchange contracts for a period that isspecified in the order;

(e) that a person or company cease giving advice respecting securities,specified securities, trades, specified trades, exchange contracts or specifiedexchange contracts for a period that is specified in the order;

(f) that a person or company comply with or cease contravening, and that thedirectors and senior officers of the person or company cause the person orcompany to comply with or cease contravening:

(i) a provision of this Act or the regulations;

(ii) a decision of the Commission or the Director;

(iii) a written undertaking made by that person or company to theCommission or the Director;

(iv) a bylaw, rule, or other regulatory instrument or policy or adirection, decision, order or ruling made pursuant to a bylaw, rule orother regulatory instrument or policy of a self-regulatory body orexchange, as the case may be, that has been recognized by theCommission pursuant to subsection 131(3.1); or

(v) a policy statement made or adopted by the Commission;


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(g) that a person or company:

(i) is prohibited from disseminating to the public, or authorizingdissemination to the public, any information or record of any kind that isdescribed in the order;

(ii) is required to disseminate to the public, by the method described inthe order, any information or record relating to the affairs of the personor company that the Commission or the Director considers must bedisseminated; or

(iii) is required to amend, in the manner specified in the order, anyinformation or record of any kind described in the order beforedisseminating the information or record to the public or authorizing itsdissemination to the public;

(h) that a person or company:

(i) resign any position that the person or company holds as a director orofficer of an issuer or registrant;

(ii) be prohibited from becoming or acting as a director or officer of anyissuer or registrant; and

(iii) not be employed by any issuer or registrant;

(i) that a registrant be reprimanded;

(j) that the registration of a registrant be suspended, cancelled or restricted.

(2) Repealed. 2004, c.28, s.13.

(3) The Commission shall not make an order pursuant to subsection (1) without ahearing unless, in the opinion of the Commission, the length of time required for ahearing could be prejudicial to the public interest, in which event the Commissionmay make a temporary order, which shall be for not longer than 15 days from thedate of the making of the order, but the order may be extended for any period thatthe Commission considers necessary where satisfactory information is not providedto the Commission within the 15-day period.

(4) The Commission may give notice of its intention to make an order or to hold ahearing pursuant to this section:

(a) by publication in a newspaper of general circulation; or

(b) in any other manner and to any persons that the Commission thinks fit.

1988-89, c.S-42.2, s.134; 1995, c.32, s.55; 2004,c.28, s.13.


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Failure to file statutory filings134.1(1) The Director may, without a hearing, make an order pursuant tosubsection (2) if a person or company fails to do any of the following:

(a) to file a record or any information that is required to be filed pursuant tothis Act or the regulations;

(b) to file a record or any information that is required to be filed pursuant toa decision of the Commission or the Director, or an undertaking given to theCommission or the Director;

(c) to file a record or any information mentioned in clause (a) or (b) that is, inthe opinion of the Director, adequate, complete or satisfactory.

(2) In the circumstances described in subsection (1), the Director may order eitheror both of the following:

(a) that all trading cease in a security or exchange contract or class ofsecurities or exchange contracts related to the record or information mentionedin subsection (1), or under a prospectus related to the record or informationmentioned in subsection (1);

(b) that any person or company or class of persons or companies ceasetrading in a security or exchange contract or class of securities or exchangecontracts related to the record or information mentioned in subsection (1).

(3) An order of the Director may remain in force only until the person or companyfiles with the Director the record or information mentioned in subsection (1), in theform and with the content that are satisfactory to the Director.

(4) The Director shall send written notice of an order made pursuant to thissection to any person who or company that is directly affected by the order.

(5) Any person who or company that is directly affected by an order madepursuant to this section may request a hearing before the Director.

(6) A request for a hearing pursuant to subsection (5) must be in writing.

1995, c.32, s.56; 2004, c.28, s.14.

135 Repealed. 1995, c.32, s.57.

Administrative penalty135.1(1) The Commission may make an order pursuant to subsection (2) wherethe Commission, after a hearing:

(a) is satisfied that a person or company has contravened or failed to complywith:

(i) a provision of this Act or the regulations;

(ii) a written undertaking made by that person or company to theCommission or the Director; or

(iii) a decision of the Commission; and

(b) considers it to be in the public interest to make the order.


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(2) In the circumstances described in subsection (1), the Commission may orderall or any of the following:

(a) that the person or company pay an administrative penalty of upto $100,000;

(b) that the person or company be given a private or public reprimand; or

(c) that the person or company pay the cost, to a maximum of $100,000, ofproducing material specified by the Commission to promote knowledge ofparticipants in the capital markets of investment and regulatory matters.

(3) The Commission may make an order pursuant to this section notwithstandingthe imposition of any other penalty on the person or company or the making of anyother order by the Commission related to the same matter.

1995, c.32, s.57.

Enforcement orders when registration is lapsed or terminated135.2 Notwithstanding that the registration of a registrant has lapsed orterminated, the Commission may make an order pursuant to clause 134(1)(i) or (j)and section 135.1 within two years of the later of:

(a) the lapse date of the registrant’s registration; and

(b) the date of acceptance of termination of the registration of the registrantpursuant to section 29.

1995, c.32, s.57; 2001, c.7, s.23.

Resolution of proceeding by consent135.3(1) Notwithstanding any other provision of this Act, a proceeding pursuantto this Act may be disposed of by:

(a) an agreement approved by the Commission;

(b) a consent order made by the Commission;

(c) a written undertaking made by a person or company to the Commissionthat has been accepted by the Commission; or

(d) if the parties have waived the hearing or compliance with any requirementof this Act, a decision of the Commission made:

(i) without a hearing; or

(ii) without compliance with the other requirements of this Act.

(2) An agreement, order, written undertaking or decision made, accepted orapproved pursuant to subsection (1) may be enforced in the same manner as anagreement, order, written undertaking or decision made, accepted or approvedpursuant to any other provision of this Act.

1995, c.32, s.57.


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Orders to freeze property135.4(1) In this section:

(a) “Crown disposition” has the same meaning as in The Crown MineralsAct;

(b) “department” means the department responsible for the administrationof The Crown Minerals Act.

(2) The Commission may make an order pursuant to subsection (3) where:

(a) the Commission:

(i) is about to make, or has made, an order to investigate a person orcompany pursuant to section 12;

(ii) is about to make, or has made, an order pursuant to section 134 thattrading in any security or exchange contract by any person or companyshall cease; or

(iii) is about to make, or has made, a decision suspending or cancellingthe registration of any person or company or affecting the right of anyperson or company to trade in a security or exchange contract;

(b) an investigation of a person or company pursuant to section 12 or 14 iscommenced or completed; or

(c) any of the following prosecutions or proceedings are about to be or havebeen instituted against a person or company, where the prosecution orproceeding, in the opinion of the Commission, is connected with or arises outof any security or exchange contract or trade in any security or exchangecontract or out of any business conducted by that person or company:

(i) prosecutions or other proceedings pursuant to this Act concerning acontravention of this Act, the regulations or a decision of the Commission;

(ii) prosecutions or other proceedings pursuant to The Securities Act, asthat Act existed on the day before the coming into force of this Act,concerning a contravention of that Act or the regulations made pursuantto that Act; or

(iii) prosecutions or other proceedings pursuant to The BusinessCorporations Act concerning a contravention of that Act.

(3) In the circumstances described in subsection (2), the Commission may, bynotice in writing:

(a) order any person or company having on deposit, under control or forsafekeeping any funds, securities, exchange contracts or other property of theperson or company mentioned in clauses (2)(a) to (c) to hold those funds,securities, exchange contracts or other property; or


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(b) order the person or company mentioned in clauses (2)(a) to (c) to:

(i) refrain from withdrawing any funds, securities, exchange contractsor other property from any other person or company having any of themon deposit, under control or for safekeeping;

(ii) hold all funds, securities, exchange contracts or other property ofclients or others in his, her or its possession or control in trust for anyinterim receiver, custodian, trustee, receiver or liquidator appointedpursuant to:

(A) the Bankruptcy and Insolvency Act (Canada);

(B) The Business Corporations Act;

(C) The Queen’s Bench Act, 1998;

(D) the Winding-up Act (Canada); or

(E) section 135.5 of this Act; or

(iii) hold all funds, securities, exchange contracts or other property ofclients or others in his, her or its possession or control until theCommission revokes in writing the order or consents to release anyparticular fund, security, exchange contract or other property from thedirection.

(4) An order issued pursuant to subsection (3), unless the order states otherwise,does not apply to:

(a) funds, securities, exchange contracts or other property in a clearingagency; or

(b) securities in the process of transfer by a transfer agent.

(5) Where a person or company named in an order issued pursuant to subsection (3)is in doubt as to the application of the direction to a particular fund, security,exchange contract or other property, the person or company may apply to theCommission for an order of clarification.

(6) On the application for an order of clarification, the Commission may make anorder on any terms or conditions that it may impose:

(a) revoking that order issued pursuant to subsection (3); or

(b) consenting to the release of any fund, security, exchange contract orother property with respect to which the order was issued pursuant tosubsection (3).

(7) In any of the circumstances mentioned in subsection (3), the Commission maysend to the department a notice that proceedings are being or are about to be takenthat may affect land or a Crown disposition belonging to the person or companymentioned in the notice.

(8) Where the Commission sends out a notice pursuant to subsection (7), theCommission must register an interest based on the notice in the Land TitlesRegistry against the affected titles.


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(8.1) An interest registered pursuant to subsection (8) has the same effect as aregistered interest based on a certificate of pending litigation.

(9) The Commission may revoke or modify in writing its notice at any time.

(9.1) Where the Commission revokes or modifies its notice pursuant tosubsection (9), the Commission must:

(a) in the case of a revocation, register a discharge in the Land TitlesRegistry of the interest registered pursuant to subsection (8); or

(b) in the case of a modification, register an amendment in the Land TitlesRegistry to the interest registered pursuant to subsection (8).

(10) As soon as is practicable, and in no case more than 15 days after the issuanceof an order pursuant to subsection (3), the Commission shall apply to a judge of theCourt of Queen’s Bench for an order continuing the Commission’s order or for anyother order that the Court may consider appropriate.

1995, c.32, s.57; 1998, c.48, s.12; 2000, c.L-5.1,s.500; 2004, c.65, s.31.

Appointment of receiver135.5(1) The Commission may apply to a judge of the Court of Queen’s Bench forthe appointment of a receiver, receiver and manager, trustee or liquidator of theproperty of a person or company where:

(a) the Commission:

(i) is about to make, or has made, an order to investigate the person orcompany pursuant to section 12;

(ii) is about to make, or has made, an order pursuant to section 134 thattrading concerning any security or exchange contract by the person orcompany shall cease; or

(iii) is about to make, or has made, a decision suspending or cancellingthe registration of the person or company or affecting the right of theperson or company to trade in a security or exchange contract;

(b) an investigation of a person or company pursuant to section 12 or 14 iscommenced or completed;

(c) any of the following prosecutions or proceedings are about to be or havebeen instituted against a person or company, where the prosecution orproceeding, in the opinion of the Commission, is connected with or arises outof any security or exchange contract or trade in any security or exchangecontract or out of any business conducted by that person or company:

(i) prosecutions or other proceedings pursuant to this Act concerning acontravention of this Act, the regulations or a decision of the Commission;


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(ii) prosecutions or other proceedings pursuant to The Securities Act, asthat Act existed on the day before the coming into force of this Act,concerning a contravention of that Act or the regulations made pursuantto that Act; or

(iii) prosecutions or other proceedings pursuant to The BusinessCorporations Act concerning a contravention of that Act; or

(d) the person or company fails to or neglects to comply with the minimumnet asset requirements, investment restrictions, ownership restrictions orcapital requirements prescribed by the regulations for the person or company.

(2) On an application pursuant to subsection (1), the judge may appoint areceiver, receiver and manager, trustee or liquidator of the property of the personor company where the judge is satisfied that the appointment of the receiver,receiver and manager, trustee or liquidator of all or any part of the property of theperson or company is in the best interests of:

(a) the creditors of the person or company;

(b) any persons who or companies that have any property in the possessionor under the control of the person or company; or

(c) in a proper case, the security holders of or subscribers to the person orcompany.

(3) On an ex parte application made by the Commission, the judge may make anorder pursuant to subsection (2) appointing a receiver, receiver and manager,trustee or liquidator for a period not exceeding 15 days.

(4) A receiver, receiver and manager, trustee or liquidator of the propertyappointed pursuant to this section shall:

(a) be the receiver, receiver and manager, trustee or liquidator of all or anypart of the property belonging to the person or company or held by the personor company on behalf of or in trust for any other person or company; and

(b) when directed by the judge, have authority to wind up or manage thebusiness and affairs of the person or company and have all the powersnecessary or incidental to that function.

(5) An order made pursuant to this section may be enforced in the same manneras any order or judgment of the Court of Queen’s Bench and may be varied ordischarged on an application made by notice.

1995, c.32, s.57.

Limitation period136(1) Notwithstanding The Limitations Act, no proceedings pursuant to thisPart are to be commenced in a court later than six years from the date of theoccurrence of the last material event on which the proceedings are based.

(2) Notwithstanding The Limitations Act, no proceedings pursuant to this Act areto be commenced before the Commission later than six years from the date of theoccurrence of the last material event on which the proceedings are based.

1995, c.32, s.57; 2004, c.L-16.1, s.77.


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Part XIXCivil Liability

Misrepresentation in prospectus137(1) Where a prospectus together with any amendment to the prospectuscontains a misrepresentation, a purchaser who purchases a security offered bythem during the period of distribution is deemed to have relied on thatmisrepresentation if it was a misrepresentation at the time of purchase and has aright of action for damages against:

(a) the issuer or a selling security holder on whose behalf the distribution ismade;

(b) each underwriter of the securities who is required to sign the certificaterequired by section 67 or an alternative certificate pursuant to section 68;

(c) every director of the issuer at the time the prospectus or the amendmentto the prospectus was filed;

(d) every person or company whose consent has been filed pursuant to arequirement of the regulations but only with respect to reports, opinions orstatements that have been made by them; and

(e) every person who or company that, in addition to the persons orcompanies mentioned in clauses (a) to (d), signed the prospectus or theamendment to the prospectus.

(2) Where a purchaser described in subsection (1) purchased the security from aperson or company mentioned in clause (1)(a) or (b) or from another underwriter ofthe securities, he may elect to exercise a right of rescission against that person,company or underwriter, and, when he so elects, he shall have no right of action fordamages against that person, company or underwriter.

(3) No person or company is liable pursuant to subsection (1) or (2) if the person orcompany proves that the purchaser purchased the securities with knowledge of themisrepresentation.

(4) No person or company, other than the issuer or selling security holder, is liablepursuant to subsection (1) or (2) if the person or company proves that:

(a) the prospectus or the amendment to the prospectus was filed without theperson’s or company’s knowledge or consent and that, on becoming aware ofits filing, the person or company immediately gave reasonable general noticethat it was so filed;

(b) after the issue of a receipt for the prospectus and before the purchase ofthe securities by the purchaser, on becoming aware of any misrepresentationin the prospectus or an amendment to the prospectus, the person or companywithdrew the person’s or company’s consent to it and gave reasonable generalnotice of the person’s or company’s withdrawal and the reason for it;


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(c) with respect to any part of the prospectus or of the amendment to theprospectus purporting to be made on the authority of an expert or purportingto be a copy of or an extract from a report, opinion or statement of an expert,the person or company had no reasonable grounds to believe and did notbelieve that:

(i) there had been a misrepresentation;

(ii) the part of the prospectus or of the amendment to the prospectus didnot fairly represent the report, opinion or statement of the expert; or

(iii) the part of the prospectus or of the amendment to the prospectuswas not a fair copy of or extract from the report, opinion or statement ofthe expert;

(d) with respect to any part of the prospectus or of the amendment to theprospectus purporting to be made on the person’s or company’s own authorityas an expert or purporting to be a copy of or an extract from the person’s orcompany’s own report, opinion or statement as an expert that contains amisrepresentation attributable to failure to represent fairly his report,opinion or statement as an expert:

(i) the person or company had, after reasonable investigation, reasonablegrounds to believe and did believe that that part of the prospectus or ofthe amendment to the prospectus fairly represented the person’s orcompany’s report, opinion or statement; or

(ii) on becoming aware that that part of the prospectus or of theamendment to the prospectus did not fairly represent the person’s orcompany’s report, opinion or statement as an expert, the person orcompany immediately advised the Commission and gave reasonablegeneral notice that such use had been made of it and that the person orcompany would not be responsible for that part of the prospectus or of theamendment to the prospectus; or

(e) with respect to a false statement purporting to be a statement made byan official person or contained in what purports to be a copy of or extract froma public official document, it was a correct and fair representation of thestatement or copy of or extract from the document and the person or companyhad reasonable grounds to believe and did believe that the statement wastrue.

(5) No person or company, other than the issuer or selling security holder, is liablepursuant to subsection (1) or (2) with respect to any part of the prospectus or theamendment to the prospectus purporting to be made on the person’s or company’sown authority as an expert or purporting to be a copy of or an extract from theperson’s or company’s own report, opinion or statement as an expert unless theperson or company:

(a) failed to conduct a reasonable investigation sufficient to provide reasonablegrounds for a belief that there had been no misrepresentation; or

(b) believed there had been a misrepresentation.


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(6) No person or company, other than the issuer or selling security holder, is liablepursuant to subsection (1) or (2) with respect to any part of the prospectus or theamendment to the prospectus not purporting to be made on the authority of anexpert and not purporting to be a copy of or an extract from a report, opinion orstatement of an expert unless the person or company:



(7) No underwriter is liable for more than the total public offering pricerepresented by the portion of the distribution underwritten by it.

(8) In an action for damages pursuant to subsection (1), the defendant is not liablefor all or any portion of the damages that he proves do not represent thedepreciation in value of the security as a result of the misrepresentation relied on.

(9) All or any one or more of the persons or companies specified in subsection (1)are jointly and severally liable and every person or company who becomes liable tomake any payment pursuant to this section may recover a contribution from anyperson or company who, if sued separately, would have been liable to make thesame payment.

(10) Notwithstanding subsection (9), the court may deny the right to recover acontribution where, in all the circumstances of the case, it is satisfied that to permitrecovery of a contribution would not be just and equitable.

(11) In no case shall the amount recoverable pursuant to this section exceed theprice at which the securities were offered to the public.

(12) The right of action for rescission or damages conferred by this section is inaddition to and without derogation from any other right the purchaser may have atlaw.

1988-89, c.S-42.2, s.137.

Misrepresentation in offering memorandum138(1) Where an offering memorandum, together with any amendment to theoffering memorandum, sent or delivered to a purchaser contains a misrepresentation,a purchaser who purchases a security covered by the offering memorandum or anamendment to the offering memorandum is deemed to have relied on thatmisrepresentation, if it was a misrepresentation at the time of purchase, and has aright of action for damages against:

(a) the issuer or a selling security holder on whose behalf the distribution ismade;

(b) every promoter and director of the issuer or the selling security holder, asthe case may be, at the time the offering memorandum or the amendment tothe offering memorandum was sent or delivered;


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(c) every person or company whose consent has been filed respecting theoffering, but only with respect to reports, opinions or statements that havebeen made by them;

(d) every person who or company that, in addition to the persons orcompanies mentioned in clauses (a) to (c), signed the offering memorandum orthe amendment to the offering memorandum; and

(e) every person who or company that sells securities on behalf of the issueror selling security holder under the offering memorandum or amendment tothe offering memorandum.

(2) Where a purchaser described in subsection (1) purchased the security from aperson or company mentioned in clause (1)(a), the purchaser may elect to exercise aright of rescission against that person or company and, when the purchaser soelects, the purchaser shall have no right of action for damages against that personor company.



(a) the offering memorandum or the amendment to the offering memorandumwas sent or delivered without the person’s or company’s knowledge or consentand that, on becoming aware of its being sent or delivered, the person orcompany immediately gave reasonable general notice that it was so sent ordelivered;

(b) after the filing of the offering memorandum or the amendment to theoffering memorandum and before the purchase of the securities by thepurchaser, on becoming aware of any misrepresentation in the offeringmemorandum or the amendment to the offering memorandum, the person orcompany withdrew the person’s or company’s consent to it and gave reasonablegeneral notice of the person’s or company’s withdrawal and the reason for it;

(c) with respect to any part of the offering memorandum or of the amendmentto the offering memorandum purporting to be made on the authority of anexpert or purporting to be a copy of or an extract from a report, opinion orstatement of an expert, the person or company had no reasonable grounds tobelieve and did not believe that:

(i) there had been a misrepresentation;

(ii) the part of the offering or of the amendment to the offeringmemorandum did not fairly represent the report, opinion or statement ofthe expert; or

(iii) the part of the offering memorandum or of the amendment to theoffering memorandum was not a fair copy of or extract from the report,opinion or statement of the expert;


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(d) with respect to any part of the offering memorandum or of theamendment to the offering memorandum purporting to be made on theperson’s or company’s own authority as an expert or purporting to be a copy ofor an extract from the person’s or company’s own report, opinion or statementas an expert that contains a misrepresentation attributable to failure torepresent fairly his, her or its report, opinion or statement as an expert:

(i) the person or company had, after reasonable investigation, reasonablegrounds to believe, and did believe, that the part of the offeringmemorandum or of the amendment to the offering memorandum fairlyrepresented the person’s or company’s report, opinion or statement; or

(ii) on becoming aware that the part of the offering memorandum or ofthe amendment to the offering memorandum did not fairly represent theperson’s or company’s report, opinion or statement as an expert, theperson or company immediately advised the Commission and gavereasonable general notice that such use had been made of it and that theperson or company would not be responsible for that part of the offeringmemorandum or of the amendment to the offering memorandum; or

(e) with respect to a false statement purporting to be a statement made byan official person or contained in what purports to be a copy of or extract froma public official document, the statement was a correct and fair representationof the statement or copy of or extract from the document and the person orcompany had reasonable grounds to believe, and did believe, that thestatement was true.

(5) No person or company, other than the issuer or selling security holder, is liablepursuant to subsection (1) or (2) for any part of the offering memorandum or theamendment to the offering memorandum purporting to be made on the person’s orcompany’s own authority as an expert or purporting to be a copy of or an extractfrom the person’s or company’s own report, opinion or statement as an expert,unless the person or company:



(6) No person or company, other than the issuer or selling security holder, is liablepursuant to subsection (1) or (2) for any part of the offering memorandum or theamendment to the offering memorandum not purporting to be made on theauthority of an expert and not purporting to be a copy of or an extract from a report,opinion or statement of an expert, unless the person or company:



(7) A person or company described in clause (1)(e) is not liable pursuant tosubsection (1) or (2) if that person or company can establish that he, she or it cannotreasonably be expected to have had knowledge of any misrepresentation in theoffering memorandum or the amendment to the offering memorandum.


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(8) In an action for damages pursuant to subsection (1), the defendant is not liablefor all or any portion of the damages that he, she or it proves do not represent thedepreciation in value of the security resulting from the misrepresentation relied on.

(9) All or any one or more of the persons or companies specified in subsection (1)are jointly and severally liable, and every person who or company that becomesliable to make any payment pursuant to this section may recover a contributionfrom any person who or company that, if sued separately, would have been liable tomake the same payment.



(12) The right of action for rescission or damages conferred by this section is inaddition to and does not derogate from any other right the purchaser may have atlaw.

1995, c.32, s.58.

Misrepresentation in sales literature138.1(1) In this section:

(a) “advertising” includes television and radio commercials, newspaperand magazine advertisements, billboards, signs, displays and all other salesmaterial generally disseminated through the communications media, includingelectronic mail, electronic bulletin boards or similar facilities;

(b) “sales literature” includes records, videotapes, audiotapes, discs,cassettes and similar material, written matter and all other material designedfor use in presentation to a prospective purchaser, whether or not thatmaterial is given or shown to the prospective purchaser, but does not includepreliminary prospectuses, prospectuses, offering memoranda or amendmentsto them.

(2) Subsection (3) applies to trades of securities pursuant to:

(a) a prospectus pursuant to section 58 or 71;

(b) an exemption contained in subsection 81(1) or section 82; or

(c) a decision of the Commission.

(3) Where advertising or sales literature that is disseminated in connection with atrade of securities mentioned in subsection (2) contains a misrepresentation, apurchaser who purchases a security referred to in that advertising or salesliterature is deemed to have relied on that misrepresentation if it was amisrepresentation at the time of purchase and has a right of action against:

(a) the issuer or a selling security holder on whose behalf the trade is made;

(b) where a prospectus is used in connection with the trade, each underwriterof the securities who is required to sign the certificate required by section 67or an alternative certificate pursuant to section 68;


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(c) every promoter or director of the issuer or selling security holder, as thecase may be, at the time the advertising or sales literature was disseminated;and

(d) every person who or company that, at the time the advertising or salesliterature was disseminated, sells securities on behalf of the issuer or sellingsecurity holder in the offering with respect to which the advertising or salesliterature was disseminated.

(4) Where a purchaser described in subsection (3) purchased the security from aperson or company mentioned in clause (3)(a) or (b) or from another underwriter ofthe securities, the purchaser may elect to exercise a right of rescission against thatperson, company or underwriter, and, when the purchaser so elects, the purchasershall have no right of action for damages against that person, company orunderwriter.



(a) the advertising or sales literature was disseminated without the person’sor company’s knowledge or consent and that, on becoming aware of itsdissemination, the person or company immediately gave reasonable generalnotice that it was so disseminated;

(b) after the dissemination of the advertising or sales literature before thepurchase of the securities by the purchaser, on becoming aware of anymisrepresentation in the advertising or sales literature the person orcompany withdrew the person’s or company’s consent to it and gave reasonablegeneral notice of the person’s or company’s withdrawal and the reason for it;or

(c) with respect to a false statement purporting to be a statement made byan official person or contained in what purports to be a copy of or extract froma public official document, the false statement was a correct and fairrepresentation of the statement or copy of or extract from the document andthe person or company had reasonable grounds to believe, and did believe,that the statement was true.

(7) No person or company, other than the issuer or selling security holder, is liablepursuant to subsection (3) or (4) with respect to any part of the advertising or salesliterature purporting to be made on the person’s or company’s own authority as anexpert or purporting to be a copy of or an extract from the person’s or company’sown report, opinion or statement as an expert unless the person or company:




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(8) No person or company, other than the issuer or selling security holder, is liablepursuant to subsection (3) or (4) with respect to any part of the advertising or salesliterature not purporting to be made on the authority of an expert and notpurporting to be a copy of or an extract from a report, opinion or statement of anexpert, unless the person or company:



(9) A person or company described in clause (3)(d) is not liable pursuant tosubsection (3) or (4) if that person or company can establish that he, she or it cannotreasonably be expected to have had knowledge that the advertising or salesliterature was disseminated or contained a misrepresentation.

(10) No underwriter is liable for more than the total public offering pricerepresented by the portion of the distribution underwritten by it.

(11) In an action for damages pursuant to subsection (3), the defendant is notliable for all or any portion of the damages that the defendant proves do notrepresent the depreciation in value of the security resulting from themisrepresentation relied on.

(12) All or any one or more of the persons or companies specified in subsection (3)are jointly and severally liable and every person who or company that becomesliable to make any payment pursuant to this section may recover a contributionfrom any person who or company that, if sued separately, would have been liable tomake the same payment.



(15) The right of action for rescission or damages conferred by this section is inaddition to and does not derogate from any other right the purchaser may have atlaw.

1995, c.32, s.58.

Verbal misrepresentation138.2(1) Where an individual makes a verbal statement to a prospective purchaserof a security that contains a misrepresentation relating to the security purchasedand the verbal statement is made either before or contemporaneously with thepurchase of the security, the purchaser:

(a) is deemed to have relied on the misrepresentation, if it was amisrepresentation at the time of the purchase; and

(b) has a right of action for damages against that individual.


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(2) No individual is liable pursuant to subsection (1) if that individual proves thatthe purchaser purchased the securities with knowledge of the misrepresentation.

(3) No individual is liable pursuant to subsection (1) if that individual canestablish that he or she cannot reasonably be expected to have known that his orher statement contained a misrepresentation.

(4) No individual is liable pursuant to subsection (1) if, prior to the purchase of thesecurities by the purchaser, that individual notified the purchaser that theindividual’s statement contained a misrepresentation.

(5) In no case is the amount recoverable pursuant to this section to exceed theprice at which the securities were offered to the public.

(6) In an action for damages pursuant to subsection (1), the defendant is not liablefor all or any portion of the damages that the defendant proves do not represent thedepreciation in value of the security resulting from the misrepresentation relied on.

(7) The right of action for or damages conferred by this section is in addition toand does not derogate from any other right the purchaser may have at law.

1995, c.32, s.58.

Misrepresentation in take-over bid circular, etc.139(1) Where a take-over bid circular sent to the security holders of an offereeissuer as required by Part XVI or any notice of change or variation with respect to atake-over bid circular contains a misrepresentation, every security holder of theofferee issuer is deemed to have relied on the misrepresentation and may elect toexercise a right of action for:

(a) rescission or damages against the offeror; or

(b) damages against:

(i) every person who at the time the circular or notice, as the case maybe, was signed was a director of the offeror;

(ii) every person or company whose consent with respect to the circularor notice, as the case may be, has been filed pursuant to a requirement ofthe regulations but only with respect to, reports, opinions or statementsthat have been made by the person or company; or

(iii) each person who signed a certificate in the circular or notice, as thecase may be, other than the persons included in subclause (i).

(2) Where a directors’ circular or a director’s or officer’s circular delivered to thesecurity holders of an offeree issuer as required by Part XVI or any notice of changeor variation with respect to such a circular contains a misrepresentation, everysecurity holder of the offeree issuer is deemed to have relied on the misrepresentationand has a right of action for damages against every director or officer who signedthe circular or notice that contained the misrepresentation.

(3) The provisions of subsection (1) apply with necessary modifications where anissuer bid circular or any notice of change or variation contains a misrepresentation.

(4) No person or company is liable pursuant to subsection (1), (2) or (3) if theperson or company proves that the security holder had knowledge of themisrepresentation.


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(5) No person or company, other than the offeror, is liable pursuant tosubsection (1), (2) or (3) if the person or company proves that:

(a) the take-over bid circular, issuer bid circular, directors’ circular ordirector’s or officer’s circular, as the case may be, was sent without theperson’s or company’s knowledge or consent and that, on becoming aware of it,the person or company immediately gave reasonable general notice that itwas so sent;

(b) after the sending of the take-over bid circular, issuer bid circular,directors’ circular or director’s or officer’s circular, as the case may be, and onbecoming aware of any misrepresentation in the take-over bid circular, issuerbid circular, directors’ circular or director’s or officer’s circular, the person orcompany withdrew the person’s or company’s consent to it and gave reasonablegeneral notice of the withdrawal and the reason for this withdrawal;

(c) with respect to any part of the circular purporting to be made on theauthority of an expert or purporting to be a copy of or an extract from a report,opinion or statement of an expert, the person or company had no reasonablegrounds to believe and did not believe that:

(i) there had been a misrepresentation; or

(ii) the part of the circular did not fairly represent the report, opinion orstatement of the expert or was not a fair copy of or extract from thereport, opinion or statement of the expert;

(d) with respect to any part of the circular purporting to be made on theperson’s or company’s own authority as an expert or purporting to be a copy ofor an extract from the person’s or company’s own report, opinion or statementas an expert, but that contains a misrepresentation attributable to failure torepresent fairly the person’s or company’s report, opinion or statement as anexpert:

(i) the person or company had, after reasonable investigation, reasonablegrounds to believe and did believe that that part of the circular fairlyrepresented the person’s or company’s report, opinion or statement as anexpert; or

(ii) on becoming aware that that part of the circular did not fairlyrepresent the person’s or company’s report, opinion or statement as anexpert, the person or company immediately advised the Commission andgave reasonable general notice that such use had been made and that theperson or company would not be responsible for that part of the circular;or

(e) with respect to a false statement purporting to be a statement made byan official person or contained in what purports to be a copy of or extract froma public official document, it was a correct and fair representation of thestatement or copy of or extract from the document and the person or companyhad reasonable grounds to believe and did believe that the statement wastrue.


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(6) No person or company, other than the offeror, is liable pursuant tosubsection (1), (2) or (3) with respect to any part of the circular purporting to bemade on the person’s or company’s own authority as an expert or purporting to be acopy of or an extract from his or its own report, opinion or statement as an expertunless the person or company:

(a) failed to conduct a reasonable investigation to provide reasonablegrounds for a belief that there had been no misrepresentation; or


(7) No person or company, other than the offeror, is liable pursuant tosubsection (1), (2) or (3) with respect to any part of the circular not purporting to bemade on the authority of an expert and not purporting to be a copy of or an extractfrom a report, opinion or statement of an expert unless the person or company:

(a) failed to conduct a reasonable investigation to provide reasonablegrounds for a belief that there had been no misrepresentation; or


(8) All or any one or more of the persons or companies described insubsection (1), (2) or (3) are jointly and severally liable, and, subject to subsection (9),every person who or company that becomes liable to make any payment pursuantto this section may recover a contribution from any person who or company that, ifsued separately, would have been liable to make the same payment.

(9) The court may deny the right to recover a contribution pursuant to subsection (8)where, in all the circumstances of the case, it is satisfied that to permit recovery ofa contribution would not be just and equitable.

(10) In an action for damages pursuant to subsection (1), (2) or (3) based on amisrepresentation affecting a security offered by the offeror company in exchangefor securities of the offeree issuer, the defendant is not liable for all or any portion ofthose damages that he proves do not represent the depreciation in value of thesecurity as a result of the misrepresentation.

(11) Where the offeror:

(a) in a take-over bid exempted from the provisions of Part XVI byclause 102(1)(a); or

(b) in an issuer bid exempted from the provisions of Part XVI byclause 102(4)(f);

is required by the by-laws, regulations or policies of the stock exchange through thefacilities of which the take-over bid or issuer bid is made to file with it or to deliverto security holders of the offeree issuer a disclosure document, the disclosuredocument is deemed, for the purposes of this section, to be a take-over bid circularor issuer bid circular, as the case may be, delivered to the security holders of theofferee issuer as required by Part XVI.

(12) The right of action for rescission or damages conferred by this section is inaddition to and without derogation from any other right the security holders of theofferee issuer may have at law.

1988-89, c.S-42.2, s.139.


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Standard of reasonableness140 In determining what constitutes reasonable investigation, reasonable groundsfor belief, or what someone could reasonably be expected to have known for thepurposes of sections 137, 138, 138.1, 138.2 and 139, the standard of reasonablenessshall be that required of a prudent person in the circumstances of the particularcase.

1995, c.32, s.59.

Liability of dealer or offeror141(1) A purchaser of a security or an exchange contract from a vendor who istrading in Saskatchewan in contravention of this Act, the regulations or a decisionof the Commission, whether that vendor is trading on his own behalf or by anotherperson or agent on his behalf, may elect to void the contract and, if the purchaser soelects, the purchaser is entitled to recover all money and other consideration paidby him to the vendor pursuant to the trade.

(2) A person who is:

(a) a purchaser of a security to whom a prospectus or any amendment to aprospectus was required to be sent or delivered but was not sent or deliveredin compliance with subsection 79(1);

(b) a purchaser of a security to whom an offering memorandum or anamendment to an offering memorandum was required to be sent or deliveredbut was not sent or delivered in accordance with subsection 80.3(1);

(c) a security holder to whom a take-over bid and take-over circular, or anissuer bid and issuer bid circular or any notice of change or variation to anysuch bid or circular were required to be delivered but were not delivered incompliance with section 104 or 107;

has a right of action for rescission or damages against the dealer or offeror thatfailed to comply with the applicable requirement.

1988-89, c.S-42.2, s.141; 1995, c.32, s.60.

Liability where undisclosed material fact or change142(1) Every person who or company that, in a special relationship with areporting issuer, purchases or sells securities of the reporting issuer withknowledge of a material fact or material change with respect to the reporting issuerthat has not been generally disclosed is liable to compensate the seller or purchaserof the securities, as the case may be for damages as a result of the trade unless theperson or company in the special relationship with the reporting issuer proves that:

(a) the person or company reasonably believed that the material fact ormaterial change had been generally disclosed; or

(b) the material fact or material change was known or ought reasonably tohave been known to the seller or purchaser as the case may be.


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(2) Every:

(a) reporting issuer;

(b) person or company in a special relationship with a reporting issuer; and

(c) person who or company that proposes:

(i) to make a take-over bid, as defined in Part XVI for the securities of areporting issuer;

(ii) to become a party to a reorganization, amalgamation, merger,arrangement or similar business combination with a reporting issuer; or

(iii) to acquire a substantial portion of the property of a reportingissuer;

and who or that informs another person or company of a material fact or materialchange with respect to the reporting issuer that has not been generally disclosed isliable to compensate for damages any person or company that thereafter sellssecurities of the reporting issuer to or purchases securities of the reporting issuerfrom the person or company that received the information unless the person orcompany mentioned in clause (a), (b) or (c), as the case may be, proves that:

(d) the informing person or company reasonably believed the material factor material change had been generally disclosed;

(e) the material fact or material change was known or ought reasonably tohave been known to the seller or purchaser, as the case may be;

(f) in the case of an action against a reporting issuer or a person in a specialrelationship with the reporting issuer, the information was given in thenecessary course of business; or

(g) in the case of an action against a person or company described insubclause (c)(i), (ii) or (iii), the information was given in the necessary courseof business to effect the take-over bid, business combination or acquisition.

(3) Any person who or company that:

(a) has access to information concerning the investment program of amutual fund in Saskatchewan or the investment portfolio managed for aclient by a portfolio manager or by a registered dealer acting as a portfoliomanager; and

(b) uses that information for the person’s or company’s direct benefit oradvantage to purchase or sell securities of an issuer for the person’s orcompany’s account where the portfolio securities of the mutual fund or theinvestment portfolio managed for the client by the portfolio manager orregistered dealer include securities of that issuer;

is accountable to the mutual fund or the client of the portfolio manager orregistered dealer, as the case may be, for any benefit or advantage received orreceivable as a result of that purchase or sale.


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(4) Every person who or company that is an insider, affiliate or associate of areporting issuer that:

(a) sells or purchases the securities of the reporting issuer with knowledge ofa material fact or material change with respect to the reporting issuer thathas not been generally disclosed; or

(b) communicates to another person, other than in the necessary course ofbusiness, knowledge of a material fact or material change with respect to thereporting issuer that has not been generally disclosed;

is accountable to the reporting issuer for any benefit or advantage received orreceivable by the person or company as a result of the purchase, sale orcommunication, as the case may be, unless the person or company proves that theperson or company reasonably believed that the material fact or material changehad been generally disclosed.

(5) Where more than one person or company in a special relationship with areporting issuer is liable under subsection (1), (2), (3) or (4) with respect to the sametransaction or series of transactions, their liability is joint and several.

(6) In assessing damages pursuant to subsection (1), (2), (3) or (4), the court shallconsider as the measure of damages:

(a) where the plaintiff is a purchaser, the price that he paid for the securityless the average market price of the security in the 20 trading days followinggeneral disclosure of the material fact or material change; or

(b) where the plaintiff is a vendor, the average market price of the securityin the 20 trading days following general disclosure of the material fact ormaterial change less the price that he received for the security.

(7) Notwithstanding subsection (6), the court may consider any measure ofdamages other than that described in subsection (6) that, in the opinion of thecourt, is relevant in the circumstances.

(8) For the purposes of this section:

(a) “a person or company in a special relationship with a reportingissuer” has the same meaning as in subsection 85(1);

(b) “a security of a reporting issuer” includes:

(i) a put, call option or other right or obligation to purchase or sellsecurities of the reporting issuer; and

(ii) a security, the market price of which varies materially with themarket price of the securities of the issuer.

1988-89, c.S-42.2, s.142.


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Action by Commission on behalf of issuer143(1) On application by the Commission or by any person who or company that:

(a) was at the time of a transaction described in subsection 142(1) or (2); or

(b) is at the time of the application;

a security holder of the reporting issuer, the Court of Queen’s Bench may, where itis satisfied that:

(c) the applicant has reasonable grounds for believing that the reportingissuer has a cause of action pursuant to subsection 142(4); and

(d) either:

(i) the reporting issuer has refused or failed to commence an actionpursuant to section 142 within 60 days after receipt of a written requestfrom the applicant so to do; or

(ii) the reporting issuer has failed to prosecute diligently an actioncommenced by it pursuant to section 142;

make an order, on any terms as to security for costs and otherwise that the Court ofQueen’s Bench thinks proper, requiring the Commission or authorizing the personor company or the Commission to commence or continue an action in the name ofand on behalf of the reporting issuer to enforce the liability created bysubsection 142(4);

(2) On application by the Commission or by any person who or company that:

(a) was at the time of a transaction mentioned in subsection 142(3); or

(b) is at the time of the application;

a security holder of the mutual fund, the Court of Queen’s Bench may, if satisfiedthat:

(c) the applicant has reasonable grounds for believing that the mutual fundhas a cause of action pursuant to subsection 142(3); and

(d) the mutual fund has either:

(i) refused or failed to commence an action pursuant to subsection 142(3)within 60 days after receipt of a written request from the applicant so todo; or

(ii) failed to prosecute diligently an action commenced by it pursuant tosubsection 142(3);

make an order, on any terms as to security for costs or otherwise that theCourt of Queen’s Bench thinks proper, requiring the Commission or authorizingthe person or company or the Commission to commence and prosecute or tocontinue an action in the name of and on behalf of the mutual fund to enforcethe liability created by subsection 142(3).


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(3) Where an action pursuant to subsection 142(3) or (4) is:

(a) commenced;

(b) commenced and prosecuted; or

(c) continued;

by a board of directors of a reporting issuer, the Court of Queen’s Bench may orderthat the costs properly incurred by the board of directors in commencing,commencing and prosecuting or continuing the action, as the case may be, shall bepaid by the reporting issuer, where it is satisfied that the action was prima facie inthe best interests of the reporting issuer and the security holders of the reportingissuer.


(a) commenced;


(c) continued;

by a person who or company that is a security holder of the reporting issuer, theCourt of Queen’s Bench may order that the costs properly incurred by that personor company in commencing, commencing and prosecuting or continuing the action,as the case may be, shall be paid by the reporting issuer, where it is satisfied that:

(d) the reporting issuer failed to commence the action or had commenced itbut had failed to prosecute it diligently; and

(e) the continuance of the action is prima facie in the best interests of thereporting issuer and the security holders of the reporting issuer.


(a) commenced;


(c) continued;

by the Commission, the Court of Queen’s Bench shall order the reporting issuer topay all costs properly incurred by the Commission in commencing, commencingand prosecuting or continuing the action, as the case may be.

(6) In determining whether an action or its continuance is prima facie in the bestinterests of a reporting issuer and the security holders of the reporting issuer, theCourt of Queen’s Bench shall consider:

(a) the relationship between the potential benefit to be derived from theaction by the reporting issuer and the security holders; and

(b) the cost involved in the prosecution of the action.

(7) Notice of every application pursuant to subsection (1) or (2) shall be given to:

(a) the Commission; and

(b) the reporting issuer or the mutual fund, as the case may be;

and each of them may appear and be heard on the application.


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(8) Every order made pursuant to subsection (1) or (2) requiring or authorizingthe Commission to commence and prosecute or continue an action shall providethat the reporting issuer or mutual fund, as the case may be, shall:

(a) co-operate fully with the Commission in the commencement andprosecution or continuation of the action; and

(b) make available to the Commission all books, records, documents andother material or information known to the reporting issuer or mutual fund orreasonably ascertainable by the reporting issuer or mutual fund relevant tothat action.

1988-89, c.S-42.2, s.143.

Rescission of contract144(1) Subject to subsection (2), where subsection 45(1) applies to a contract andthat subsection is not complied with, a person who or company that has enteredinto the contract is entitled to rescission of the contract by sending or deliveringwritten notice of rescission to the registered dealer before the expiration of 60 daysafter the date of delivery of the security to or by the person or company.

(2) In the case of a purchase by a person or company, subsection (1) applies only ifthe person or company is still the owner of the security purchased.

(3) Subject to subsection (4), where:

(a) subsection 42(1)(c) applies to a contract in which a registered dealeracted as principal; and

(b) the registered dealer has failed to comply with that subsection by notdelivering a written confirmation which discloses that he acted as principal;

a person who or company that has entered into the contract is entitled to therescission of the contract by sending or delivering written notice of rescission to theregistered dealer not later than seven days after the date of delivery of a writtenconfirmation of the contract which does disclose that the registered dealer acted asprincipal.

(4) In the case of a completed contract of purchase by a person or company,subsection (3) applies only if the person or company is still the owner of the securitypurchased.

(5) Repealed. 2001, c.7, s.24.

(6) In an action respecting a rescission to which this section applies, the onus ofproving compliance with section 42 or 45 is on the registered dealer.

(7) No action respecting a rescission shall be commenced pursuant to this sectionafter the expiration of a period of 90 days from the date of the sending or deliveringthe notice pursuant to subsection (1) or (2).

1988-89, c.S-42.2, s.144; 2001, c.7, s.24.


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Rescission of purchase of mutual fund security145(1) Every purchaser of a security of a mutual fund in Saskatchewan may,where the amount of the purchase does not exceed $50,000, rescind the purchase bygiving written notice to the registered dealer from whom the purchase was made:

(a) within 48 hours after receipt of the confirmation for a lump sumpurchase; or

(b) within 60 days after receipt of the confirmation for the initial paymentpursuant to a contractual plan.

(2) Subject to subsection (6), the amount a purchaser is entitled to recover onexercise of the right to rescind pursuant to this section shall not exceed the netasset value of the securities purchased at the time the right is exercised.

(3) The right to rescind a purchase made pursuant to a contractual plan may beexercised only with respect to payments scheduled to be made within the timespecified in subsection (1) for rescinding a purchase made pursuant to a contractualplan.

(4) Repealed. 2001, c.7, s.25.

(5) Repealed. 2001, c.7, s.25.

(6) Every registered dealer from whom the purchase was made shall reimbursethe purchaser who has exercised his right of rescission in accordance with thissection for the amount of sales charges and fees relevant to the investment of thepurchaser in the mutual fund with respect to the shares or units of which the noticeof exercise of the right of rescission was given.

1988-89, c.S-42.2, s.145; 2001, c.7, s.25.

146 Repealed. 1995, c.32, s.61.

Limitation periods147 Notwithstanding The Limitations Act but subject to any other provisions inthis Act, no action shall be commenced to enforce a right created by this Part morethan:

(a) in the case of an action for rescission, 180 days after the date of thetransaction that gave rise to the cause of action; or

(b) in the case of any action, other than an action for rescission, the earlierof:

(i) one year after the plaintiff first had knowledge of the facts givingrise to the cause of action; or

(ii) six years after the date of the transaction that gave rise to the causeof the action.

1988-89, c.S-42.2, s.147; 1995, c.32, s.62; 2004,c.L-16.1, s.77.


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PART XXMineral Lease Brokers

Interpretation of Part148 In this Part:

(a) “mineral interest” means:

(i) the ownership of, title to or an interest in; or

(ii) a right, a licence other than a licence issued by the Crown, or anoption, to drill for, take, win or gain, and remove from land;

oil or gas whether acquired by way of instrument commonly called a “lease” orotherwise, and includes a grant or assignment of a profit a prendre withrespect to any oil or gas but does not include the ownership of, title to or aninterest in oil or gas purchased or otherwise acquired by any person as a resultof his purchase or other acquisition of land or interest in land the title to whichincludes the mines and minerals in, under or on the land;

(b) “mineral lease broker” means a person who or company that isengaged in the business of:

(i) purchasing or acquiring any mineral interest on his behalf;

(ii) negotiating, on behalf of another person or company, the purchaseor acquisition of any mineral interest; or

(iii) any act, solicitation or conduct directly or indirectly in furtheranceof anything mentioned in subclause (i) or (ii);

(c) “oil or gas” means mineral oil, petroleum, natural gas and relatedhydrocarbons or any of them.

1988-89, c.S-42.2, s.148.

Registration of mineral lease broker149(1) Subject to subsections (2) and (3), no person or company shall act as amineral lease broker in Saskatchewan unless the person or company is registeredas a mineral lease broker.

(2) A person employed by a registered mineral lease broker is entitled to trade inmineral interests on behalf of his employer if he has, prior to engaging in thatactivity, applied for and been granted registration as a mineral lease salesperson,partner or officer.

(3) Registration as a mineral lease broker or a mineral lease salesperson, partneror officer is not required in order to:

(a) purchase or acquire;

(b) negotiate, on behalf of another person or company, the purchase oracquisition of;

a mineral interest from a corporation whose principal business is in drilling for,taking, winning or gaining and removing from land oil and gas.


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(4) Every person or company desiring to be registered as a mineral lease broker ormineral lease salesperson, partner or officer shall furnish a bond that is:

(a) in the form and amount that the Commission may prescribe; and

(b) entered into by a guarantee company that is registered pursuant to TheGuarantee Companies Securities Act;

and no registration or renewal of the registration is to be made unless such a bondis furnished.

(5) Except as provided in this Part, the provisions of Part VI and section 134 applymutatis mutandis to:

(a) a registration of a mineral lease broker and of a mineral lease salesperson,partner or officer;

(b) a registered mineral lease broker and a registered mineral leasesalesperson, partner or officer; and

(c) to the Commission and the Director with respect to:

(i) the registration; and

(ii) suspension or cancellation of registration;

of a mineral lease broker and of a mineral lease salesperson, partner or officer.

(6) Failure of a person or company to register:

(a) as a mineral lease broker or a mineral lease salesperson, partner orofficer as required by this Act; or

(b) a leasebroker pursuant to the regulations made under The Securities Act,as that Act existed on the day before the coming into force of this Act, or anyformer Securities Act;

does not constitute grounds to have any lease, contract or other instrumentnegotiated or entered into by that person or company declared void.

1988-89, c.S-42.2, s.149; 1995, c.32, s.63.

Exemption from Part VI150 A person who or company that is registered pursuant to this Part as amineral lease broker may carry on the business described in clause 148(b) and aperson registered as a mineral lease salesperson, partner or officer may engage inthe activities permitted by subsection 149(2), without being registered underPart VI of this Act or The Real Estate Brokers Act.

1988-89, c.S-42.2, s.150; 1995, c.32, s.64.


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PART XXIGeneral Provisions

Admissibility in evidence of certified statements151 A statement as to:

(a) the registration or non-registration of any person or company;

(b) the filing or non-filing of any document or material required or permittedto be filed;

(c) any other matter relating to registration, non-registration, filing ornon-filing or to any person, company, document or material; or

(d) the date that the facts on which any proceedings are to be based firstcame to the knowledge of the Commission;

purporting to be certified by the Commission or a member of the Commission or bythe Director is, without proof of the office or signature of the person certifying,admissible in evidence, so far as relevant, for all purposes in any action, proceedingor prosecution.

1988-89, c.S-42.2, s.151.

Admissibility in evidence of certified statements151.1 Any of the following statements by the Investment Dealers’ Association ofCanada, by an exchange or by another self-regulatory organization recognized bythe Commission for the purposes of this section and purporting to be certified bythe chief administrative officer or the chief administrative officer’s delegate are,without proof of office or signature of the person certifying, admissible in evidence,so far as they are relevant, for all purposes in any action, proceeding or prosecution:

(a) a statement about the membership or non-membership of any person orcompany;

(b) a statement about the filing or non-filing of any document or materialrequired or permitted to be filed;

(c) a statement about any other matter relating to membership,non-membership, filing or non-filing or about any person, company, documentor material;

(d) a statement about any rule or bylaw;

(e) a statement about any decision of the Investment Dealers’ Association orof an exchange or other self-regulatory organization recognized by theCommission for the purpose of this section that is within its statutoryauthority or duly delegated authority.

1995, c.32, s.65.


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Final decision or undertaking with court151.2(1) In this section, “undertaking” means a written undertaking made by aperson or company to the Commission or the Director.

(2) The Commission may file a decision or undertaking in the office of the localregistrar of the Court of Queen’s Bench.

(3) On receipt of a decision or undertaking, the local registrar of the Court ofQueen’s Bench shall enter the decision or undertaking as a judgment of the Courtof Queen’s Bench and that decision or undertaking may be enforced as a judgmentof that Court.

1995, c.32, s.64.

Filing and inspection of material152(1) Where this Act or the regulations require that material be filed, the filingshall be effected by depositing the material, or causing it to be deposited, with theCommission.

(2) Subject to subsection (3), the Commission shall make available all materialfiled pursuant to subsection (1) for public inspection during the normal businesshours of the Commission.

(3) Notwithstanding subsection (2), the Commission may hold material or anyclass of material required to be filed by this Act in confidence as long as theCommission is of the opinion that it is in the public interest to do so.

1988-89, c.S-42.2, s.152.

Confidentiality152.1(1) Subject to subsections (2) to (4) and section 152, the Commission shallhold in confidence all information contained in internal reports and records of theCommission, including information, evidence and witness names obtained otherwisethan pursuant to section 12 or 14, as long as the Commission considers that it is inthe public interest to do so.

(2) Notwithstanding subsection (1), information contained in internal reports andrecords of the Commission may be disclosed in the course of a hearing or reviewbefore the Commission or Director.

(3) Notwithstanding subsection (1), the Commission may make available anyinformation contained in internal reports and records of the Commission to:

(a) a securities or financial services regulatory authority, law enforcementagency or other governmental or regulatory authority inside or outsideCanada;

(b) an exchange or self-regulatory organization; or

(c) a person or company acting on behalf of or providing services to any of thepersons, companies or bodies mentioned in clauses (a) and (b).


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(4) Notwithstanding subsection (1) and The Freedom of Information and Protectionof Privacy Act but subject to the regulations, where the Commission considers itnecessary for the purposes of section 3.1, the Commission may provide personalinformation within the meaning of The Freedom of Information and Protection ofPrivacy Act to:

(a) a securities or financial services regulatory authority, law enforcementagency or other governmental or regulatory authority inside or outsideCanada;

(b) an exchange or self-regulatory organization; or

(c) a person or company acting on behalf of or providing services to any of thepersons, companies or bodies mentioned in clauses (a) and (b).

1995, c.32, s.66; 2001, c.7, s.26.

Immunity of Commission and officers153(1) No action or other proceeding for damages shall be instituted against:

(a) the Commission or any member of the Commission;

(b) the Director or any officer, servant or agent of the Commission; or

(c) any person appointed by the Commission or the minister to make orconduct any investigation, inquiry, examination or audit;

for any act done in good faith in the performance or intended performance of a dutyor in the exercise or intended exercise of a power pursuant to this Act or theregulations or for any neglect or default in the performance or exercise in good faithof such a duty or power.

(2) No person or company has any rights or remedies and no action or otherproceeding shall be instituted against any other person or company with respect toany act or omission of that other person or company done or omitted in compliancewith this Act, the regulations or any direction, decision, order, ruling or otherrequirement made or given pursuant to this Act or the regulations.

(3) Members of the Commission, the Director and other persons employed by theCommission are not required to give testimony in any civil suit to which theCommission is not a party with regard to information obtained by them in thedischarge of their official duties pursuant to this or any other Act.

1988-89, c.S-42.2, s.153.

Act applies to the Crown153.1(1) Subject to subsection (2), this Act applies to:

(a) the Crown in Right of Canada;

(b) the Crown in Right of Saskatchewan;

(c) the Crown in Right of any other province or territory of Canada; and

(d) any agents and servants of the Crown as described in clauses (a) to (c).


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(2) Subsections 12(5), (6), (9) and (10) and section 131 do not apply to the Crown inright of Canada, the Crown in right of Saskatchewan, the Crown in right of anyother province or territory of Canada or to any agent or servant of the Crown wherethe matter arises from:

(a) an act done in good faith in the performance of a duty or the exercise of apower imposed on or given to the Crown; or

(b) any neglect or default in the performance of a duty or the exercise of apower imposed on or given to the Crown where the matter arose from theCrown in right of Canada, the Crown in right of Saskatchewan, the Crown inright of any other province or territory of Canada, or any agent or servant ofthe Crown, as the case may be, acting in good faith.

1995, c.32, s.67.

Contingency fund not insurer153.2 Each compensation fund or contingency trust fund approved by theCommission and established by an organization mentioned in section 23 or a trustcompany pursuant to The Trust and Loan Corporations Act, 1997:

(a) is deemed not to be an insurer within the meaning of The SaskatchewanInsurance Act; and

(b) is not required or entitled to be licensed as an insurer pursuant to TheSaskatchewan Insurance Act.

1995, c.32, s.67; 1997, c.T-22.2, s.90.

Regulations154(1) The Lieutenant Governor in Council may make regulations:

(a) prescribing categories of persons and companies and the manner ofallocating persons and companies to categories, including permitting theDirector to make those allocations;

(b) prescribing requirements respecting applications for registration and therenewal, amendment, expiration or surrender of registration and respectingsuspension, cancellation or reinstatement of registration;

(c) prescribing categories or sub-categories of registrants, classifyingregistrants into categories or sub-categories and prescribing the conditions ofregistration or other requirements for registrants or any category orsub-category, including:

(i) standards of practice and business conduct of registrants in dealingwith their customers and clients and prospective customers and clients;

(ii) requirements that are advisable for the prevention or regulation ofconflicts of interest; and

(iii) requirements with respect to membership in a self-regulatoryorganization;


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(d) requiring unregistered directors, partners, officers, salespersons andemployees of registrants to comply with all or any requirements prescribedpursuant to clause (c);

(e) respecting bonds to be furnished by registrants and the forfeiture of thosebonds, including:

(i) the conditions on which a bond becomes forfeited;

(ii) the method by which a bond may be cancelled and the consequencesof cancellation;

(iii) the enforcement of the liability on a forfeited bond; and

(iv) the disposition of the proceeds of a forfeited bond;

(f) prescribing requirements respecting the disclosure or furnishing ofinformation to the public or the Commission by registrants;

(g) prescribing requirements for persons and companies respecting attendingat or telephoning to residences for the purposes of trading in securities orexchange contracts;

(h) prescribing requirements respecting books, records and other documentsthat market participants shall keep, including the form in which and theperiod for which the books, records and other documents shall be kept;

(i) regulating the listing and trading of securities or exchange contracts,including prescribing requirements for keeping records and reporting tradesand quotations;

(j) regulating the trading of securities or exchange contracts other than onan exchange recognized by the Commission;

(k) regulating exchanges, self-regulatory organizations and clearing agencies;

(l) regulating trading or advising in securities or exchange contracts toprevent trading or advising that is fraudulent, manipulative, deceptive orunfairly detrimental to investors;

(m) designating activities, including the use of documents or advertising, inwhich registrants or issuers are permitted to engage or are prohibited fromengaging in connection with distributions;

(n) respecting the content of material required or permitted to be distributedor used by a person or company with respect to a security or exchangecontract, whether in the course of a distribution or otherwise;

(o) prescribing requirements respecting prospectuses, preliminaryprospectuses, pro forma prospectuses, and short forms of prospectuses;


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(p) varying the application of this Act to establish procedures for orrequirements respecting the preparation and filing of preliminary prospectusesand prospectuses and the issuing of receipts for preliminary prospectuses andprospectuses in order to facilitate or expedite the distribution of securities orthe issuing of the receipts, including:

(i) requirements respecting the distributing of securities by means of aprospectus incorporating other documents by reference;

(ii) requirements respecting the distributing of securities by means of asimplified or summary prospectus;

(iii) requirements respecting the pricing of distributions of securitiesafter the issuance of a receipt for the prospectus filed in relation to thosesecurities; and

(iv) procedures respecting the issuing of receipts for prospectuses afterexpedited or selective review of prospectuses;

(q) prescribing the requirements for the escrow of securities in connectionwith distributions;

(r) prescribing requirements, in addition to the requirements pursuant tothis Act, respecting the preparation and dissemination and other use byreporting issuers of documents providing for continuous disclosure, includingrequirements respecting:

(i) an annual report;

(ii) an annual information form; and

(iii) supplemental analysis of financial statements;

(s) prescribing requirements respecting financial accounting, reporting andauditing for purposes of this Act and the regulations, including:

(i) defining accounting principles and auditing standards acceptable tothe Commission;

(ii) financial reporting requirements for the preparation of future-oriented financial information and pro forma financial statements; and

(iii) standards of independence and other qualifications for auditors;

(t) requiring issuers or other persons and companies to comply, in whole orin part, with Part XIV (Continuous Disclosure);

(u) requiring registered holders or beneficial owners of securities of reportingissuers or other persons or companies on behalf of whom the securities areheld to comply, in whole or in part, with Part XIV (Continuous Disclosure) andPart XV (Proxies and Proxy Solicitation), including varying the application ofthose Parts to reporting issuers, recognized clearing agencies, registeredholders, registrants and other persons or companies who hold securities onbehalf of persons or companies but who are not the registered holders byprescribing additional requirements;


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(u.1) prescribing the distributions and trading in relation to the distributionsthat are distributions and trading outside Saskatchewan;

(u.2) specifying the conditions pursuant to which any particular type oftrade that would not otherwise be a distribution is deemed to be a distribution;

(u.3) prescribing the period within which insider reports must be filed forthe purposes of section 116;

(u.4) deeming any person or company with securities listed on an exchangein Canada or any reporting issuer in another province or territory of Canadato be a reporting issuer in Saskatchewan;

(u.5) prescribing information, documents, records or other materials thatare required to be filed or delivered;

(v) regulating mutual funds or non-redeemable investment funds and thedistribution and trading of the securities of the funds, including:

(i) varying the application of Part XI (Prospectuses - Distribution) orPart XIV (Continuous Disclosure) by prescribing additional disclosurerequirements with respect to the funds and requiring or permitting theuse of particular forms or types of additional offering or other documentsin connection with the funds;

(ii) prescribing permitted investment policy and investment practicesfor the funds and prohibiting or restricting certain investments orinvestment practices for the funds;

(iii) prescribing requirements governing the custodianship of assets ofthe funds;

(iv) prescribing minimum initial capital requirements for any of thefunds making a distribution and prohibiting or restricting thereimbursement of costs in connection with the organization of a fund;

(v) prescribing matters affecting any of the funds that require theapproval of security holders of the fund, the Commission or the Director,including, in the case of security holders, the level of approval;

(vi) prescribing requirements respecting the calculation of the net assetvalue of mutual funds;

(vii) prescribing requirements respecting the content and use of salesliterature, sales communications or advertising relating to the funds orthe securities of funds;

(viii) designating mutual funds as private mutual funds and prescribingrequirements for private mutual funds;

(ix) respecting sales charges imposed by a distribution company orcontractual plan service company under a contractual plan on purchasersof shares or units of a mutual fund, and commissions or sales incentivesto be paid to registrants in connection with the securities of a mutualfund;


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(x) prescribing the circumstances in which a plan holder under acontractual plan has the right to withdraw from the contractual plan;and

(xi) prescribing procedures applicable to mutual funds, registrants andany other person or company with respect to sales and redemptions ofmutual fund securities and payments for sales and redemptions;

(w) respecting fees payable by an issuer to an adviser as consideration forinvestment advice, alone or together with administrative or managementservices provided to a mutual fund or non-redeemable investment fund;

(x) prescribing requirements relating to the qualification of a registrant toact as an adviser to a mutual fund or non-redeemable investment fund;

(y) prescribing requirements for the validity and solicitation of proxies;

(z) regulating take-over bids, issuer bids, insider bids, going-privatetransactions and related party transactions, including:

(i) providing for exemptions in addition to those set out insubsections 102(1) and (4), or removing or restricting any exemption setout in those subsections;

(ii) providing for exemptions from section 103 or removing or restrictingany exemption set out in that section;

(iii) prescribing requirements in addition to those set out in section 104and varying any requirement set out in that section;

(iv) providing exemptions from section 110;

(v) prescribing the form and content of any circular, report or otherdocument required to be delivered or filed pursuant to Part XVI(Take-over Bids and Issuer Bids);

(vi) prescribing requirements respecting issuer bids, insider bids,going-private transactions and related party transactions, for disclosure,valuations, review by independent committees of boards of directors andapproval by minority security holders;

(vii) prescribing requirements respecting defensive tactics in connectionwith take-over bids;

(viii) varying the time periods set out in Part XVI;

(ix) prescribing the manner of disseminating advertisements of take-overbids and notices of change or variation for the purposes of section 109.1

(aa) prescribing the requirements respecting reverse take-overs, includingrequirements for disclosure that are substantially equivalent to those providedby a prospectus;

(bb) respecting any matter or thing necessary or advisable to carry outeffectively the intent and purpose of sections 85 and 142, including prescribingstandards for determining when a material fact or material change has beengenerally disclosed;


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(cc) regulating commodity pools, including:

(i) varying the application of Part XI (Prospectuses – Distribution) orPart XIV (Continuous Disclosure), prescribing additional disclosurerequirements with respect to commodity pools and requiring or permittingthe use of particular forms or types of additional offering or otherdocuments in connection with commodity pools;

(ii) prescribing requirements respecting, or in relation to, promoters,advisers, persons and companies who administer or participate in theadministration of the affairs of commodity pools;

(iii) prescribing standards in relation to the suitability of investors incommodity pools;

(iv) prohibiting or restricting the payment of fees, commissions orcompensation by commodity pools or holders of securities of commoditypools and restricting the reimbursement of costs in connection with theorganization of commodity pools;

(v) prescribing requirements respecting the voting rights of securityholders; and

(vi) prescribing requirements respecting the redemption of securities ofa commodity pool;

(dd) regulating derivatives or varying the application of this Act to derivativesincluding:

(i) prescribing disclosure requirements and requiring or prohibiting theuse of particular forms or types of offering documents or other documents;and

(ii) prescribing requirements that apply to mutual funds, non-redeemableinvestment funds, commodity pools or other issuers;

(ee) respecting the designation or recognition of any person, company orjurisdiction considered advisable for the purposes of this Act, includingrecognizing exchanges, self-regulatory organizations and clearing agencies;

(ee.1) prescribing minimum requirements respecting the governance ofreporting issuers including, without limitation:

(i) requiring directors and officers of reporting issuers to act honestlyand in good faith with a view to the best interests of the reporting issuer;

(ii) requiring directors and officers to exercise the skill and judgmentthat a reasonably prudent person would exercise in comparablecircumstances;

(iii) respecting the composition of directors of a reporting issuer andany committees of the directors and the qualifications and requirementsconcerning directors, officers and committee members, including anymatters respecting their independence, required courses they mustsuccessfully complete and their expertise;


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(iv) respecting the mandate, responsibilities and functioning of thedirectors of a reporting issuer;

(v) requiring reporting issuers to appoint audit committees and othercommittees of directors;

(vi) requiring reporting issuers to adopt a code of business conduct andethics and governance guidelines for directors, officers, employees andpersons that perform similar functions or that are in a special relationshipwith the reporting issuer; and

(vii) respecting procedures to regulate conflicts of interest between theinterests of a reporting issuer and those of a director or officer or a personperforming similar functions on behalf of a reporting issuer;

(ee.2) requiring reporting issuers to devise and maintain a system ofinternal controls related to the effectiveness and efficiency of their operations,including financial reporting and asset control sufficient to reasonably ensurethat:

(i) transactions are executed in accordance with management’s generalor specific authorization;

(ii) transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples or any other criteria applicable to those statements;

(iii) transactions are recorded as necessary to maintain accountabilityfor assets;

(iv) access to assets is permitted only in accordance with management’sgeneral or specific authorization; and

(v) the recorded accountability for assets is compared with the existingassets at reasonable intervals and appropriate action is taken withrespect to any differences;

(ee.3) requiring reporting issuers to devise and maintain disclosure controlsand procedures sufficient to reasonably ensure that:

(i) information required to be disclosed pursuant to Saskatchewansecurities laws is recorded, processed, summarized and reported, withinthe periods specified pursuant to those securities laws; and

(ii) information required to be disclosed pursuant to Saskatchewansecurities laws is accumulated and communicated to the reportingissuer’s management, including its chief executive officer and chieffinancial officer, as appropriate, to allow timely decisions regardingrequired disclosure;

(ee.4) requiring the chief executive officers and chief financial officers ofreporting issuers, or persons performing similar functions, to provide acertification that addresses the reporting issuer’s internal controls, includingcertifications that address:

(i) the establishment and maintenance of internal controls;

(ii) the design of internal controls; and

(iii) the evaluation of the effectiveness of internal controls;


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(ee.5) requiring the chief executive officers and chief financial officers ofreporting issuers, or persons performing similar functions, to provide acertification that addresses the reporting issuer’s disclosure controls andprocedures, including certifications that address:

(i) the establishment and maintenance of disclosure controls andprocedures;

(ii) the design of disclosure controls and procedures; and

(iii) the evaluation of the effectiveness of disclosure controls andprocedures;

(ff) prescribing all taxes, fees and other charges payable to the Commission,including charges respecting filings, applications for registration or exemptions,audits and investigations made by the Commission and hearings before theCommission or the Director;

(gg) prescribing requirements respecting the ownership, acquisition andretention of securities or exchange contracts by members of the Commissionand any agents, employees or officers of the Commission;

(hh) respecting the conduct of the Commission and its employees in relationto duties and responsibilities and discretionary powers pursuant to this Act,including:

(i) the conduct of investigations and examinations carried out underPart III (Investigations); and

(ii) the conduct of hearings;

(ii) respecting the media, format, preparation, form, content, execution,certification, dissemination and other use, filing and review of all documentsrequired pursuant to or governed by this Act, and the regulations and alldocuments determined by the regulations to be ancillary to the documents;

(jj) respecting the filing of records pursuant to this Act or the regulations;

(jj.1) respecting the circumstances in which the Commission may providepersonal information within the meaning of The Freedom of Information andProtection of Privacy Act pursuant to subsection 152.1(4)

(kk) varying the application of this Act to permit or require the use of anelectronic or computer-based system for the filing, delivery or deposit of:

(i) documents or information required pursuant to or governed by thisAct or the regulations; and

(ii) documents determined by the regulations to be ancillary to documentsrequired pursuant to or governed by this Act or the regulations;

(ll) establishing requirements for and procedures with respect to the use ofan electronic or computer-based system for the filing, delivery or deposit ofdocuments or information;


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(mm) prescribing the circumstances in which persons or companies aredeemed to have signed or certified documents on an electronic orcomputer-based system for any purpose of the Act;

(nn) defining words and expressions used in this Act but not defined in thisAct;

(oo) exempting any person, company, trade or security from all or anyprovision of this Act or the regulations, including prescribing any terms orlimitations on an exemption and requiring compliance with those terms orlimitations;

(pp) authorizing the Commission or the Director to exempt any person,company, trade or security from all or any provision of the regulations,including authorizing the Commission or the Director to prescribe any termsor limitations on an exemption and requiring compliance with those terms orlimitations;

(qq) removing any exemption granted by this Act or the regulations,including prescribing any conditions or restrictions on removal of theexemption;

(rr) authorizing the Commission or the Director to remove any exemptiongranted by these regulations, including authorizing the Commission or theDirector to prescribe any conditions or restrictions on the removal of anexemption;

(ss) adopting or incorporating by reference all or any part of any standard,procedure or guideline as that standard, procedure or guideline exists at thetime the regulation is made or as amended from time to time and requiringcompliance with the standard, procedure or guideline being adopted orincorporated by reference;

(tt) authorizing the Commission to make regulations pursuant tosubsection (2) respecting any matter or thing set out in this subsection, otherthan those matter or things mentioned in clauses (nn), (ff) and (uu) and in thisclause);

(uu) prescribing procedures the Commission shall follow, and the conditionsthe Commission shall adhere to, in making regulations pursuant tosubsection (2);

(vv) designating banking transactions for the purposes ofsubclause 2(1)(ww)(vi);

(ww) prescribing the practice and procedure by which the Commissionrecognizes exempt purchasers for the purposes of clause 39(1)(d) and 81(1)(c);

(xx) prescribing any other matter or thing that is required or authorized bythis Act to be prescribed in the regulations;

(yy) respecting any matter or thing that the Lieutenant Governor in Councilconsiders necessary or desirable to carry out the purposes of this Act.


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(2) Subject to any conditions prescribed pursuant to the regulations madepursuant to subsection (1) and in accordance with any procedures prescribedpursuant to the regulations made pursuant to subsection (1), the Commission maymake regulations respecting any matter or thing with respect to which theCommission is authorized pursuant to clause (1)(tt) to make regulations.

(3) A regulation pursuant to this section may be of general or specific applicationand may be limited as to time or place.

(4) The regulations made by the Lieutenant Governor in Council pursuant tosubsection (1) prevail in the case of any conflict between the regulations made bythe Lieutenant Governor in Council and the regulations made by the Commissionpursuant to subsection (2).

1995, c.32, s.68; 1999, c.10, s.7; 2001, c.7, s.27;2004, c.28, s.15.

Policy statements154.1(1) In this section, “policy statement” means a policy statement issued bythe Commission after this section come into force.

(2) The Commission may issue policy statements that outline:

(a) principles, standards, criteria or factors that relate to a decision or theexercise of a discretion by the Commission or the Director pursuant to this Actor the regulations;

(b) the manner in which a provision of this Act or the regulations isinterpreted or applied by the Commission or the Director; and

(c) the practices generally followed by the Commission or the Director in theperformance of the Commission’s or Director’s duties and responsibilitiespursuant to this Act or the regulations.

(3) Policy statements are not enforceable by the Commission.

1995, c.32, s.68.

Transitional – policy statements154.2 The Lieutenant Governor in Council may make regulations adopting policystatements adopted or issued by the Commission before the coming into force ofthis section and requiring compliance with those policy statements.

1995, c.32, s.68.

Records of Commission155(1) The Director shall have charge of the records of the Commission.

(2) Any person or company may obtain from the Director, on payment of the feeprescribed in the regulations, a plain or certified copy of any decision of theCommission or of any other document in his custody which is open to publicinspection.

1988-89, c.S-42.2, s.155.


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Services of notices, etc.156(1) Any notice or other document that is required to be served by this Act or inany proceeding or matter under the jurisdiction or control of the Commission may,unless some other method of serving it is specifically provided in this Act, be served:

(a) by personal service made:

(i) in the case of an individual, on that individual;

(ii) in the case of a partnership, on any partner; or

(iii) in the case of a company or any unincorporated organization otherthan a partnership, on any officer or director of the company ororganization;

(b) by registered or certified mail addressed to the last business orresidential address of the person or company to be served known to theCommission;

(c) in any case where the Commission is satisfied that it is not practicable toeffect service by either of the means mentioned in clauses (a) and (b), by anymethod that the Commission may direct; or

(d) in the case of a notice to the public, or to persons who or companies thatare too numerous to be served individually, by publishing the notice in anymanner that the Commission may direct.

(2) A notice sent by registered mail is deemed to have been served on the date onwhich it would be delivered in the ordinary course of the post.

(3) A notice sent by certified mail is deemed to have been served on the date onwhich it reached the premises to which it is addressed.

(4) Repealed. 2001, c.7, s.28.

(5) For the purposes of this Act, service of any document may be proved by oralevidence given by the person claiming to have served it either under oath or by thatperson’s affidavit or solemn declaration.

1988-89, c.S-42.2, s.156; 1995, c.32, s.69; 2001,c.7, s.28.

Sending documents156.01(1) Subject to the regulations or a decision of the Commission or Director,any document required to be sent or delivered pursuant to Saskatchewan securitieslaws may be sent to the person who or company that is the intended recipient of thedocument by:

(a) personal delivery;

(b) mail; or

(c) transmission by electronic means.


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(2) A document sent to a person or company by a means mentioned in clause (1)(b)or (c) must be sent to that person or company:

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

(b) at the address for service in Saskatchewan filed by that person orcompany with the Commission.

(3) If a document is mailed, the document is deemed to have been received by theperson to whom or company to which it was sent on the seventh day after mailingunless the person to whom or company to which the document was mailedestablishes that, through no fault of his, her or its own, the person or company didnot receive the document or received it at a later date.

(4) Where the Commission is of the opinion that it would be impracticable to sendor deliver a document in the manner prescribed in subsection (1), the Commissionmay authorize the communication of the information in the document in anymanner that it considers likely to bring the information to the attention of theintended recipient.

2001, c.7, s.29.

Manner of filing, etc.156.1 Where this Act or the regulations require a document, notice or othermaterial to be filed or deposited with, or delivered or sent to, the Commission, theCommission may by order specify the manner in which the document, notice orother material is to be filed, deposited, delivered or sent.

1995, c.32, s.70.

Commission exempt from certain fees157(1) The Commission shall be given certificates or certified copies of documentsthat the Commission may require without charge from:

(a) the Registrar of Titles;

(b) the court officials for any of the judicial centres throughout Saskatchewan;

(c) the registrar of the Personal Property Registry; and

(d) any department of the Government of Saskatchewan.

(2) Any member of the Commission, the Director and any person employed orengaged by the Commission or the Director may search without charge any of thepublic records of the Land Titles Registry, any judicial centre, the PersonalProperty Registry, the Saskatchewan Writ Registry or any department of theGovernment of Saskatchewan.

1995, c.32, s.71; 2000, c.L-5.1, s.501.


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Decisions of the Commission158(1) The Commission or the Director may direct, in any decision, that:

(a) the decision or any portion or provision of it comes into force:

(i) at a future fixed time;

(ii) on the occurrence of any contingency, event or condition specified inthe order; or

(iii) on the performance, to the satisfaction of the Commission, theDirector or a person named in the order for the purpose, of any termsthat the Commission or Director may impose on any party interested;and

(b) the whole or any portion of the decision shall be in force for a limited timeonly or until the occurrence of a specified event.

(2) Instead of making a decision final in the first instance, the Commission orDirector may make an interim decision and reserve further directions, either for anadjourned hearing of the matter or for further applications.

(3) Where, in the opinion of the Commission, it would not be prejudicial to thepublic interest, the Commission may, on the application of an interested person orcompany or on its own motion, make an order on any terms and conditions that itmay impose revoking or varying any previous decision made by it.

(4) Where, in the opinion of the Director, it would not be prejudicial to the publicinterest, the Director may, on the application of an interested person or company oron the Director’s own motion, make an order on any terms and conditions that theDirector may impose revoking or varying any previous decision made by theDirector.

1995, c.32, s.71; 2004, c.28, s.16.

Effective date of order158.1 The Commission may direct, in any order, that the order or any portion orprovision of it comes into force on a date prior to the date on which the order ismade.

1995, c.32, s.71.

Sending of further documents158.2 There is no requirement to send further documents pursuant to Part XIVor XV to a person or company until the person or company provides to the sendernotification in writing of his, her or its new address where the documents requiredto be sent pursuant to Part XIV or XV were:

(a) sent to a person or company; and

(b) returned on three successive occasions because the person or companycannot be found.

1995, c.32, s.71; 2001, c.7, s.30.


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Power to extend interim order159 Wherever the Commission is required to hold a hearing before making anorder but is empowered to make an immediate temporary order of limited durationuntil the hearing, the duration of that temporary order may from time to time beextended:

(a) where a person or company affected by the order requests a postponementof the hearing;

(b) during any adjournment of the hearing; and

(c) between the conclusion of the hearing and the delivery of the Commission’sdecision.

1988-89, c.S-42.2, s.159.

General exemption160(1) Where, in the opinion of the Commission, it is not prejudicial to the publicinterest, it may by order exempt any:

(a) person or company or category of persons or companies; or

(b) trade or distribution or classes of trade or distribution;

from all or any provision of this Act or the regulations.

(2) The Commission may impose any terms and conditions on an order madepursuant to subsection (1) that it considers appropriate.

1988-89, c.S-42.2, s.160.

Costs161(1) Subject to the regulations and after conducting a hearing, the Commissionmay order a person or company to pay the costs of or related to the hearing if theCommission is satisfied that the person or company whose affairs were the subjectof the hearing has not complied with any provision of:

(a) this Act;

(b) the regulations;

(c) a decision of the Commission; or

(d) a bylaw, rule, or regulation of a self-regulatory organization that hasbeen recognized by the Commission pursuant to subsection 131(3.1), wherethe person or company is a member or an employee of a member of that self-regulatory organization.

(2) For the purposes of subsection (1), the costs that the Commission may orderthe person or company to pay include all or any of the following:

(a) costs incurred with respect to services provided by a person appointed orengaged pursuant to section 8, 12 or 14;

(b) costs of obtaining a warrant pursuant to subsection 12(9);


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(c) costs associated with obtaining an order pursuant to section 135.5;

(d) costs of matters preliminary to the hearing;

(e) costs for time spent by the Commission or the staff of the Commission;

(f) fees paid to a witness;

(g) costs of legal services provided to the Commission.

(3) Where a person or company is guilty of an offence pursuant to section 131, theCommission may, after giving the person or company an opportunity to be heard,order the person or company to pay, subject to the regulations, the costs of anyinvestigation carried out with respect to that offence, including any costs incurredwith respect to either or both of the following:

(a) the provision of services by persons appointed or engaged pursuant tosection 8, 12 or 14;

(b) the appearance of any witnesses.

(4) The Director may file with the registrar of the Court of Queen’s Bench acertificate certifying the amount of the costs that the person or company is requiredto pay pursuant to subsection (1), (2) or (3).

(5) A certificate filed pursuant to subsection (4) with the registrar of the Court ofQueen’s Bench has the same force and effect as if it were a judgment of the Court ofQueen’s Bench for the recovery of debt in the amount specified in the certificatetogether with the cost of filing.

(6) The Queen’s Bench Rules respecting costs and the taxation of costs do notapply to costs mentioned in this section.

(7) No provision of this Act or the regulations shall be interpreted as precluding acourt from ordering costs payable to the Commission.

(8) If costs are awarded to the Commission in any proceeding, the court shallaward a counsel fee to the Commission, notwithstanding that the Commission wasrepresented by an employee of the Commission.

1995, c.32, s.72.

Non-application of The Saskatchewan Evidence Act in certain circumstances161.1 No provision of The Saskatchewan Evidence Act shall exempt any of thefollowing from this Act or the regulations:

(a) a bank to which the Bank Act (Canada) applies;

(b) a credit union;

(c) an officer, director or employee of any bank or credit union.

1995, c.32, s.72.

Refunds162 The Director may recommend to the Board of Revenue Commissioners that arefund of any fee, or any part of any fee that the Board considers fair andreasonable, be made, and the Minister of Finance may make that refund.

1988-89, c.S-42.2, s.162.


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Transitional163(1) Every:

(a) registration made; and

(b) receipt issued for a preliminary prospectus, a prospectus or an amendmentto a prospectus;

pursuant to The Securities Act, as that Act existed on the day before the coming intoforce of this Act, continues in force as if made or issued pursuant to this Act.

(2) A trade or distribution made:

(a) before this Act came into force; and

(b) pursuant to an exemption pursuant to The Securities Act, as that Actexisted on the day before the coming into force of this Act;

remains exempted from the provisions of this Act in the same manner as if theexemption were contained in this Act.

(3) Notwithstanding the repeal of The Securities Act pursuant to section 164, thatAct continues to apply to every take-over bid commenced before the coming intoforce of this Act.

(4) Every decision of the Commission made pursuant to The Securities Act, as thatAct existed on the day before the coming into force of this Act, continues in forcepursuant to this Act and may be amended, varied or repealed and substituted as ifmade pursuant to this Act.

1988-89, c.S-42.2, s.163.

R.S.S. 1978, c.S-42 repealed164 Subject to subsection 163(3), The Securities Act is repealed.

1988-89, c.S-42.2, s.164.

S.S. 1984-85-86, c.S-42.1 repealed165 The Securities Act, 1984 is repealed.

1988-89, c.S-42.2, s.165.

R.S.S. 1978, c.I-14 repealed166 The Investment Contracts Act is repealed.

1988-89, c.S-42.2, s.166.


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REGINA, SASKATCHEWAN

Printed by the authority ofTHE QUEEN’S PRINTER

Copyright©2005

Editorial Appendix(Amendments)

The following table contains amendments to be proclaimed and/or effective at a futuredate, as follows: (Please consult Tables of Saskatchewan Statutes and Regulations forcomplete historical/archival information on this publication)

Amending Year Chapter Section Effective

2004 c.28 s.10, 12 nyp


the securities act, 1988

Documents