The Securities Act

The Securities Act, C.C.S.M. c. S50 bilingual version (HTML) Table of Contents Section 1 Definitions and deeming PART I SECURITIES COMMISSION 2 Administration 3 C.E.O. and other members 4 Functions of Director 5 Hearings and evidence PART II REGISTRATION 6 Persons and companies that must be registered 7 Registration by Director 8 Fitness hearings 9-10 Repealed 11 Address for service 12 Further information 13 Experts 14 Residence requirement 15 Notice of status to director 15.1 Surrender of registration 16 Repealed 17 Refunds 18 Repealed 19 Trades exempt from registration 20 Exemptions by commission 21 Real Estate Brokers Act PART III INVESTIGATION AND ACTION BY COMMISSION 21.1 Designation of staff members as investigators 22 Investigation 23 Investigation under order by minister 24 Non-disclosure 25 Reporting to minister 26 Interim preservation of property 27 Application for appointment of receiver 28 Costs of an investigation PART IV APPEALS 29 Review of Director's action 30 Appeal to Court of Appeal 31 Submission of question of law PART IV.1 SELF-REGULATORY ORGANIZATIONS 31.1 Recognition of self-regulatory organization 31.2 Conflict with securities law 31.3 Suspension or cancellation of recognition 31.4 Voluntary surrender of recognition 31.5 Assignment of powers and duties 31.5.1 Review of self-regulatory organization's decision 31.5.2 Registering decision in Court of King's Bench 31.5.3 Immunity for self-regulatory organizations PART IV.2 TRADE REPOSITORIES AND CLEARING AGENCIES 31.6 Designation of trade repository 31.7 Prohibition re clearing agencies 31.8 Hearing 31.9 Commission's powers 31.10 Conflict with securities law 31.11 Suspension or cancellation of recognition or designation 31.12 Voluntary surrender of recognition or designation PART V AUDITS 32 Auditor of self-regulatory organization, exchange, trade repository and clearing agency 33 Examination and report 34 Recordkeeping and annual financial statements 35 Commission may make audits PART VI Repealed 36 Repealed PART VII TRADING IN THE COURSE OF PRIMARY DISTRIBUTION TO THE PUBLIC 37 Preliminary prospectus required 38 Communication about preliminary prospectus 39 Repealed 40 Defective preliminary prospectus 41 Prospectus 42 Additional information 43-56 Repealed 57 Limitation on materials distributed 58 Section 37 not applicable to certain trades 59 Application for determination 60 Order to provide information re distribution 61 When receipt for a prospectus must be issued 62 Orders to cease trading, hearing and notice 63-64 Repealed 65 Cancelling certain security purchases 66 Repealed PART VIII TRADING IN SECURITIES AND DERIVATIVES GENERALLY 67 Repealed 68 Calling at or telephoning residence 69 Prohibition of representations 70-73 Repealed 74 Representations as to registration 74.1 Certain misrepresentations prohibited 75 Repealed 76 Representations about commission approval 77 Margin contracts 78 Declaration as to short position 79 Voting of shares in name of registrant PART VIII.1 TRADING IN DERIVATIVES 79.1 Disclosure document — designated derivative 79.2 Deemed to be securities for certain purposes PART IX TAKE-OVER BIDS 80 Definitions 81-85 Repealed 86 Making a bid 87-89 Repealed 90 Directors' recommendation re bid 91-94 Repealed 95 Application to the commission for a remedial order 96 Application to the court for remedial order 97-99 Repealed PART X PROXIES AND PROXY SOLICITATION 100 Repealed 101 Reporting issuer to comply with proxy regulations 102 Repealed 103 Conflict with laws of other jurisdictions 104 Repealed 105 Where vote by ballot not required 106 Undertakings 107 Repealed PART XI INSIDER TRADING 108 Interpretation 108.1 Designating a person or company as an insider 109 Insider reports 110 Reports may be inspected 111 Repealed 111.1 Early warning 112 Prohibition on tipping or trading with knowledge of undisclosed material 112.1 Prohibition on early disclosure of material information 112.2 Defences re sections 112 and 112.1 112.3 Misleading or untrue statements 113 Liability for non-disclosure or tipping 114 Order to commence action for accounting 115 Repealed 116 Exemption and extension orders 117 Undertakings PART XII FINANCIAL DISCLOSURE 118-119 Repealed 120 Documents to be filed 121-130 Repealed 131 Exemption from requirements 132 Undertakings 133 Refusal of receipt 134 Inspection of filed material 135 Repealed PART XIII OFFENCES AND PENALTIES 136 General offences 137 Time limitation 138 More than one offence PART XIV GENERAL PROVISIONS 139 Exchanges 140 Records in stock exchanges 140.1 Meaning of "misrepresentation" in certain sections 141 Statutory rights — damages re misrepresentation in prospectus 141.1 Statutory rights — offering memorandum 141.1.1 Statutory rights — misrepresentation in take-over bid circular or notice of change or variation 141.1.2 Defence to liability for misrepresentation 141.2 Statutory rights — failing to send required document 141.3 Rescission re offering memorandum 141.4 Limitation period re prospectus misrepresentation 142 Liability 143 Records of commission 143.1 Publishing list of defaulting reporting issuers 144 Service 145 Use of government services 146 Orders 147 Only substantial compliance required 147.1 Late filing of periodic disclosure 148 Order suspending trading 148.1 Administrative penalties 148.2 Compensation for financial loss 148.3 Orders respecting directors and officers 148.4 Inter-jurisdictional enforcement 149 Regulations 149.1 Commission may make rules 149.2 Publication of rules 149.3 Regulations and rules 149.4 Exemption from a regulation or rule 149.5 Policy statements 150 Evidence of certified statements 151 Warrant issued in another province 152 Order for compliance 152.1 Registering commission order in Court of King's Bench 153 Forfeiture or cancellation of bond 154 Costs 154.1 Conflict with The Freedom of Information and Protection of Privacy Act 154.2 Standards of care for certain registrants 154.3 Oversight of an investment fund 154.4 Filing advertising PART XV Repealed 155-157 Repealed PART XVI INVESTMENT CONTRACTS 158 Definition 159 Limitation on issue 160 Requirement for registration 161 Repealed 162 Application of subsection 69(2) PART XVII INTERJURISDICTIONAL COMPLIANCE 163 Definitions 164 Delegation and acceptance of authority 165 Commission may subdelegate 166 Extra-provincial securities laws may be adopted or incorporated 167 Exemption orders 168 Exercise of discretion, interprovincial reliance 169 Regulations 170 Immunity re Manitoba authority 171 Immunity re extra-provincial authority 172 Appeal re extra-provincial decision 173 Appeal re decision of the commission PART XVIII CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE 174 Definitions 175 Application 176 Documents released by responsible issuer 177 Non-core documents and public oral statements 178 Failure to make timely disclosure 179 Knowledge of the misrepresentation or material change 180 Reasonable investigation 181 Factors to be considered by the court 182 Confidential disclosure 183 Forward-looking information 184 Expert report, statement or opinion 185 Release of documents 186 Derivative information 187 When corrective action taken 188 Assessment of damages — securities acquired 189 Proportionate liability 190 Limits on damages 191 Leave to proceed 192 News release and other notices 193 Restriction on discontinuation, abandonment and settlement of action 194 Costs 195 Power of the commission 196 No derogation from other rights 197 Limitation periods PART XIX CREDIT RATING ORGANIZATIONS 198 Definitions 199 Designation of credit rating 200 Duty to comply with prescribed requirements 201 Commission not involved in credit rating 202 Representations about commission approval PART XX AUDITOR OVERSIGHT BODIES 203 Definition 204 Recognizing auditor oversight bodies 205 Suspension or cancellation of recognition 206 Voluntary surrender of recognition 207 Commission's powers 208 Auditor oversight body to regulate members and participants 209 Auditor oversight body may adopt rules, standards or policies 210 Auditor oversight body may require disclosure 211 Auditor oversight body and personnel not compellable HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: Definitions 1(1) In this Act, "adviser" means a person or company that engages in or holds himself, herself or itself out as engaging in the business of advising others with respect to buying, selling or investing in securities or derivatives; (« conseiller ») "associate" where used to indicate a relationship with any person or company, means (a) any other company of which that person or the company first mentioned beneficially owns, directly or indirectly, equity shares carrying more than 10% of the voting rights attached to all equity shares of that other company for the time being outstanding; or (b) any trust or estate in which that person or company has a substantial beneficial interest or as to which that person or company serves as trustee or in a similar capacity; or (c) any spouse, son or daughter of that person; or (d) any relative of that person, or of his spouse, other than a relative referred to in clause (c), who has the same home as that person; or (e) any partner of that person or company; (« liens ») "clearing agency" means, (a) with respect to securities, a person or company that (i) acts as an intermediary in paying funds or delivering securities, or both, in connection with trades and other transactions in securities, (ii) provides centralized facilities for the clearing of trades and other transactions in securities, including facilities for comparing data respecting the terms of settlement of a trade or transaction, or (iii) provides centralized facilities as a depository of securities, but does not include (iv) the Canadian Payments Association or its successors, (v) an exchange or a quotation and trade reporting system, (vi) a registered dealer, or (vii) a bank, trust company, loan corporation, insurance company, treasury branch, credit union or caisse populaire that, in the normal course of its authorized business in Canada, engages in an activity described in subclause (i), but does not also engage in an activity described in subclause (ii) or (iii), and (b) with respect to derivatives, a person or company that provides centralized facilities for the clearing and settlement of trades in derivatives that, with respect to a contract, instrument or transaction, (i) enables each party to the contract, instrument or transaction to substitute, through novation or otherwise, the credit of the clearing agency for the credit of the parties, (ii) arranges or provides, on a multilateral basis, for the settlement or netting of obligations resulting from such contracts, instruments or transactions executed by participants in the clearing agency, or (iii) otherwise provides clearing services or arrangements that mutualize or transfer among participants in the clearing agency the credit risk arising from such contracts, instruments or transactions executed by the participants, but does not include a person or company solely because the person or company arranges or provides for (iv) settlement, netting or novation of obligations resulting from agreements, contracts or transactions on a bilateral basis and without a central counterparty, (v) settlement or netting of cash payments through the Automated Clearing Settlement System or the Large Value Transfer System, or (vi) settlement, netting or novation of obligations resulting from a sale of a commodity in a transaction in the spot market; (« agence de compensation ») "commission" means The Manitoba Securities Commission; (« Commission ») "commodity futures exchange" means a commodity futures exchange as defined in The Commodity Futures Act ; (« Bourse de contrats à terme de marchandises ») "company" means a corporation, incorporated association, incorporated syndicate or other incorporated organization; (« compagnie ») "control person" means (a) a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, (b) each person or company, or combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, that holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or (c) a person or company, or combination of persons or companies, that holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, unless there is evidence that the holding does not affect materially the control of the issuer; (« personne qui a le contrôle ») "credit union" means a credit union or caisse populaire or the central, as those terms are defined in The Credit Unions and Caisses Populaires Act ; (« caisse populaire ») "dealer" means a person or company that is registered or required to be registered under this Act in one or more of the categories of dealer prescribed in the regulations; (« courtier ») "decision" , in relation to (a) the commission or the Director, means a direction, decision, order, ruling or other requirement made by the commission or the Director under (i) this Act or the regulations, or (ii) a delegation or other transfer of an extra-provincial authority under section 164, or (b) a self-regulatory organization, means a decision or order made by the self-regulatory organization under a power or duty assigned to it under this Act or the regulations; (« décision ») "derivative" means an option, swap, futures contract, forward contract or other financial or commodity contract or instrument whose market price, value, delivery obligations, payment obligations or settlement obligations are derived from, referenced to or based on an underlying interest (including a value, price, rate, variable, index, event, probability or thing), but does not include (a) a contract as defined in The Commodity Futures Act , (b) a contract or instrument that, by reason of an order of the commission under subsection (1.5), is not a derivative, or (c) a contract or instrument in a class of contracts or instruments prescribed by the regulations not to be derivatives; (« produit dérivé ») "designated derivative" means a derivative (a) that, by reason of an order of the commission under subsection (1.5), is a designated derivative, or (b) that belongs to a class of derivatives prescribed by the regulations; (« produit dérivé désigné ») "designated trade repository" means a trade repository that is designated by the commission under section 31.6; (« répertoire des opérations désigné ») "director" means a director of a company or an individual performing a similar function or occupying a similar position for a company or for any other person; (« administrateur ») "Director" means the Director of the commission and, except in subsection 4(3), a Deputy Director of the commission; (« directeur ») "equity share" means any share of any class of shares of a company carrying voting rights under all circumstances, and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (« action participante ») "form of proxy" means a written or printed form that, upon completion and execution by or on behalf of a security holder, becomes a proxy; (« formulaire de procuration ») "forward-looking information" means disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action, and includes future-oriented financial information with respect to prospective results of operations, financial position or cash flows that is presented either as a forecast or a projection; (« renseignements prospectifs ») "individual" means a natural person, but does not include (a) a partnership, unincorporated association, unincorporated organization, or unincorporated syndicate; or (b) an executor, administrator, or other personal representative, or a trustee, acting in that capacity; (« particulier ») "insider" means (a) a director or officer of an issuer, (b) a director or officer of a person or company that is itself an insider or subsidiary of an issuer, (c) a person or company that, except as an underwriter in the course of a distribution, has direct or indirect (i) beneficial ownership of, or control or direction over, or (ii) a combination of beneficial ownership of and control or direction over, securities of an issuer carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities, (d) an issuer that purchases, redeems or otherwise acquires a security that it issued, while it continues to hold that security, or (e) a person or company designated as an insider in an order made under section 108.1; (« initié ») "investment fund" means a mutual fund or non-redeemable investment fund; (« fonds de placement ») "investment fund manager" means a person or company that manages the business, operations or affairs of an investment fund; (« gestionnaire de fonds de placement ») "issuer" means a person or company that (a) issues securities, (b) proposes to issue securities, or (c) has outstanding securities; (« émetteur ») "material change" , in relation to (a) an issuer other than an investment fund, means (i) a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of a security of the issuer, or (ii) a decision to implement a change referred to in subclause (i) made by the directors of the issuer, or by senior management of the issuer who believe that confirmation of the decision by the directors is probable, and (b) an issuer that is an investment fund, means (i) a change in the business, operations or affairs of the issuer that would be considered important by a reasonable investor in determining whether to purchase or to continue to hold a security of the issuer, or (ii) a decision to implement a change referred to in subclause (i) made (A) by the directors of the issuer or the directors of the issuer's investment fund manager, (B) by senior management of the issuer who believe that confirmation of the decision by the issuer's directors is probable, or (C) by senior management of the investment fund manager of the issuer who believe that confirmation of the decision by the directors of the issuer's investment fund manager is probable; (« changement important ») "minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act; (« ministre ») "mutual fund" means (a) an issuer (i) whose primary purpose is to invest money provided by its security holders, and (ii) whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in all or a part of the issuer's net assets, including a separate fund or trust account, or (b) an issuer that is designated to be a mutual fund under section 108.1 or the regulations, but does not include an issuer that is designated under section 108.1 not to be a mutual fund; (« fonds mutuel ») "non-redeemable investment fund" means (a) an issuer whose primary purpose is to invest money provided by its security holders, that is not a mutual fund and that does not invest (i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or non-redeemable investment fund, or (ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or non-redeemable investment fund, or (b) an issuer that is designated to be a non-redeemable investment fund under section 108.1 or the regulations, but does not include an issuer that is designated under section 108.1 not to be a non-redeemable investment fund; (« fonds de placement à capital fixe ») "officer" , in relation to an issuer or registrant, means (a) the chair or vice-chair of its board of directors, or its chief executive officer, chief operating officer, chief financial officer, president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer or general manager, (b) an individual who is designated as an officer under a by-law or similar authority of the issuer or registrant, or (c) an individual who performs functions for the issuer or registrant similar to those normally performed by an individual referred to in clause (a) or (b); (« dirigeant ») "official" means the president, vice-president, secretary, treasurer or general manager of a company; (« cadre ») "person" means an individual, partnership, unincorporated trust, unincorporated association, unincorporated organization, unincorporated syndicate, trustee, executor, administrator or other legal personal representative; (« personne ») "primary distribution to the public" , used in relation to trading in securities, means (a) trades that are made for the purpose of distributing to the public securities issued by an issuer and not previously distributed to the public; or (b) trades in previously issued securities of an issuer for the purpose of distributing those securities to the public where the securities form all or part of, or are derived from, the holdings of any person, company or any combination of persons or companies holding a sufficient number of any of the securities of that issuer to materially affect control of that issuer; whether the trades are made directly to the public or indirectly to the public through an underwriter or otherwise, and includes any transaction or series of transactions involving a purchase or sale or a repurchase or resale in the course of or incidental to such distribution; (« premier placement auprès du public ») "private company" means a company in whose instrument of incorporation or articles, (a) the right to transfer its shares is restricted; (b) the number of its shareholders, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after the termination of that employment to be, shareholders of the company, is limited to not more than fifty, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder; and (c) any invitation to the public to subscribe for its securities is prohibited; (« compagnie privée ») "promoter" means (a) a person or company that, acting alone or in conjunction with one or more other persons, companies, or a combination thereof, directly or indirectly takes the initiative in founding, organizing, or substantially reorganizing, the business or enterprise of a person or company; or (b) a person or company that, in connection with the founding, organizing, or substantial reorganizing, of the business or enterprise of a person or company, directly or indirectly receives in consideration of services or property, or both services and property, 10% or more of any class of securities of the person or company or 10% or more of the proceeds from the sale of any class of securities of a particular issue; but a person or company that receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this definition if that person or company does not otherwise take part in founding, organizing, or substantially reorganizing, the business or enterprise; (« promoteur ») "proxy" means a completed and executed form of proxy by means of which a security holder has appointed a person as his nominee to attend and act for him and on his behalf at a meeting of security holders; (« procuration ») "public company" means a company that is not a private company; (« compagnie publique ») "recognized clearing agency" means a clearing agency recognized by the commission under section 31.7; (« agence de compensation reconnue ») "registered" means registered under this Act; (« inscrit ») "registrant" means a person or company registered or required to be registered under this Act; (« personne ou compagnie inscrite ») "registration" means registration under this Act; (« inscription ») "related derivative" means, with respect to a security, a derivative whose market price, value, delivery obligations, payment obligations or settlement obligations are, in a material way, derived from, referenced to or based on the market price, value, delivery obligations, payment obligations or settlement obligations of the security; (« produit dérivé connexe ») "reporting issuer" means an issuer that (a) has issued securities in respect of which (i) a prospectus was filed and a receipt for it was issued, or (ii) a statement of material facts was filed and accepted, under a former enactment, (b) has filed a prospectus or statement of material facts and obtained a receipt for it under this Act or the regulations, (c) has any securities that have at any time been listed and posted for trading on any exchange in Manitoba recognized by the commission, regardless of when the listing and posting for trading began, (d) has exchanged its securities with another issuer or with the holders of the securities of another issuer in connection with an amalgamation, merger, reorganization or arrangement if one of the parties to the amalgamation, merger, reorganization or arrangement was a reporting issuer at the time of the amalgamation, merger, reorganization or arrangement, (e) is designated as a reporting issuer in an order made by the commission under subsection (1.2), or (f) has filed a securities exchange take-over bid circular under this Act or the regulations for the acquisition of securities of a reporting issuer, and has taken up and paid for securities subject to the bid in accordance with the circular, but does not include an issuer that the commission declares under subsection (1.2) has ceased to be a reporting issuer; (« émetteur assujetti ») "salesperson" means an individual employed by a dealer to trade in securities or derivatives on the dealer's behalf; (« vendeur ») "securities regulatory authority" means a body that has powers and duties under the legislation of a jurisdiction outside Manitoba that are analogous to the powers and duties of the commission under this Act and the regulations; (« autorité de réglementation des valeurs mobilières ») "security" includes (a) any document, instrument, or writing commonly known as a security, (b) any document constituting evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of any person or company, (c) any document constituting evidence of an interest in an association of legatees or heirs, (d) any document constituting evidence of an option, subscription, or other interest in or to a security, (e) any bond, debenture, share, stock, note, unit, unit certificate, participation certificate, certificate of share or interest, pre-organization certificate or subscription, (f) any agreement providing that money received will be repaid or treated as a subscription to shares, stocks, units or interests at the option of the recipient or of any person or company, (g) any certificate of share or interest in a trust, estate or association, (h) any profit-sharing agreement or certificate, (i) any certificate of interest in an oil, natural gas or mining lease, claim or royalty, or a royalty voting trust certificate, (j) any oil or natural gas royalties or leases or fractional or other interest therein, (k) any collateral trust certificate, (l) any income or annuity contract not issued by an insurance company licensed under The Insurance Act , (m) any investment contract, including an investment contract as defined in Part XVI, and (n) any document constituting evidence of an interest in a scholarship or education plan or trust, (o) [repealed] S.M. 1996, c. 73, s. 77 ; whether any of the foregoing relate to a person, proposed company or company, as the case may be; (« valeur mobilière ») "security issuer" means a person or company that engages in the primary distribution to the public of securities of its own issue; (« émetteur de valeurs mobilières ») "self-regulatory organization" means a person or company that is organized for the purpose of regulating the operations, practice standards and business conduct of its members; (« organisme d'autoréglementation ») "trade" includes (a) any sale or disposition of or other dealing in or any solicitation in respect of a security for valuable consideration, whether the terms of payment be on margin, instalment or otherwise, or any attempt to do one of the foregoing; (b) any participation as a trader in any transaction in a security entered on any exchange; (b.1) entering into a derivative or making a material amendment to, terminating, assigning, selling or otherwise acquiring or disposing of a derivative; (b.2) a novation of a derivative, other than a novation with a clearing agency; (c) any receipt by a person or company registered for trading in securities under this Act of an order to buy or sell a security; and (d) any act, advertisement, conduct or negotiation directly or indirectly in furtherance of any of the foregoing; (« opération ») "trade repository" means a person or company that collects and maintains reports of completed trades by other persons and companies; (« répertoire des opérations ») "trust company" and "loan company" mean a company incorporated under the laws of any jurisdiction in Canada that has and exercises any of the powers of a trust corporation or loan corporation, as the case may be, as defined in Part XXIV of The Corporations Act ; (« compagnie de fiducie » et « compagnie de prêt ») "underwriter" means a person or company that, as principal, purchases securities from a person or company with a view to, or that as agent for a person or company offers for sale or sells securities in connection with, a primary distribution to the public of those securities, and includes a person or company that has a direct or indirect participation in any such distribution, but does not include a person or company whose interest in the transaction is limited to receiving the usual and customary commission of a distributor or of a seller payable by an underwriter. (« preneur ferme ») Meaning of "regulations" in certain provisions 1(1.1) In this Act, a reference to "regulations" includes rules made by the commission under subsection 149.1(1), except in the following provisions: (a) [repealed] S.M. 2007, c. 12, s. 2 ; (b) subsections 28(1), 31.1(1) and (4); (c) sections 31.2, 31.5, 31.6, 31.7, 31.10 and 33; (d) subsections 35(3) and 97(10); (e) [repealed] S.M. 2006, c. 11, s. 2 ; (f) clauses 136(1)⁠(c) and (d) and 139(2)⁠(b); (g) sections 147, 148.1, 149, 149.1, 149.3, 149.4 and 149.5. Commission orders re reporting issuer 1(1.2) For the purpose of the definition "reporting issuer", the commission may make an order (a) designating an issuer as a reporting issuer; or (b) declaring that an issuer has ceased to be a reporting issuer; if the commission is of the opinion that the order would not prejudice the public interest and is adequately justified in the circumstances. Effect of issuer exchanging shares with a reporting issuer 1(1.3) For the purposes of clause (d) of the definition "reporting issuer" in subsection (1), the issuer that exchanged its securities is deemed to have been a reporting issuer as at the date of the amalgamation, merger, reorganization or arrangement, for a period of time equal to the longest period that one of the parties to the amalgamation, merger, reorganization or arrangement had been a reporting issuer at that date. Purchase and sale of a derivative 1(1.4) For the purposes of this Act, (a) a person or company purchases a derivative by entering into, making a material amendment to or otherwise acquiring a derivative; (b) a person or company sells a derivative by making a material amendment to, terminating, assigning or otherwise disposing of a derivative; and (c) a novation of a derivative, other than a novation with a clearing agency, is deemed to be the purchase and sale of a derivative. Commission orders re derivative 1(1.5) For the purpose of the definitions "derivative" and "designated derivative", the commission may make an order that (a) a contract or instrument or class of contracts or instruments is, or is not, a derivative; or (b) a derivative or class of derivatives is, or is not, a designated derivative; if the commission is of the opinion that the order would not be prejudicial to the public interest and is adequately justified in the circumstances. Affiliated companies 1(2) A company shall be deemed to be an affiliate of another company if one of them is the subsidiary of the other, or if both are subsidiaries of the same company, or if each of them is controlled by the same person or company. Controlled companies 1(3) A company shall be deemed to be controlled by another person or company or by two or more other companies if (a) equity shares of the first mentioned company carrying more than 50% of the votes for the election of directors are held, otherwise than as collateral to secure a debt or obligation, by or for the benefit of that other person or company or by or for the benefit of those other companies; and (b) the votes carried by those shares are sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned company. Subsidiary company 1(4) A company shall be deemed to be a subsidiary of another company if (a) it is controlled by (i) that other company; or (ii) that other company and one or more companies each of which is controlled by that other company; or (iii) two or more companies each of which is controlled by that other company; or (b) it is a subsidiary of a company that is a subsidiary of that other company. Holding companies 1(5) A company shall be deemed to be the holding company or parent company of another company if that other company is the subsidiary of the first mentioned company. Beneficial ownership of securities 1(6) A person shall be deemed to own beneficially securities beneficially owned by a company controlled by him or by an affiliate of a company controlled by him and shall be deemed to exercise control or direction over securities that are subject to the control or direction of any such company or affiliate. Deemed ownership by company 1(7) A company shall be deemed to own beneficially securities beneficially owned by its affiliates and shall be deemed to exercise control or direction over securities that are subject to the control or direction of its affiliates. S.M. 1996, c. 73, s. 77 ; S.M. 2001, c. 26, s. 2 ; S.M. 2006, c. 11, s. 2 ; S.M. 2007, c. 12, s. 2 ; S.M. 2008, c. 8, s. 2 ; S.M. 2010, c. 33, s. 58 ; S.M. 2011, c. 12, s. 2 ; S.M. 2012, c. 12, s. 2 ; S.M. 2018, c. 17, s. 11 ; S.M. 2021, c. 24, s. 120 . PART I SECURITIES COMMISSION Commission continued 2(1) The Manitoba Securities Commission composed of not more than seven members appointed by the Lieutenant Governor in Council is continued. Chair and vice-chair 2(2) The Lieutenant Governor in Council shall designate one of the members of the commission as chair and another as vice-chair. Administration of Act 2(3) The commission is responsible for the administration of this Act. Quorum 2(4) Two members of the commission constitute a quorum. Sittings 2(5) The commission shall sit at such times and places within the province as the chair may designate and shall conduct its proceedings in such manner as may seem to it most convenient for the speedy and effectual dispatch of business. Separate sittings 2(6) Separate sittings of the commission may be held concurrently in different places if a quorum is present at each sitting; and the decision of the majority of the members present at a sitting is the decision of the commission. Choice of members 2(7) The chair may designate which members shall sit at particular times or particular places or to transact particular items of business. Evidence out of Manitoba 2(8) The commission may issue commissions to take evidence outside Manitoba, and may make all proper orders for the purpose and for the return and use of the evidence so obtained. Commission may add members 2(9) Despite subsection (1), for the purpose of conducting a hearing, the commission may, with the approval of the minister, add qualified persons to the commission to assist and advise it in conducting the hearing. A person added has all the powers of a commissioner with respect to the hearing. S.M. 1991-92, c. 22, s. 2 ; S.M. 2001, c. 26, s. 3 ; S.M. 2002, c. 32, s. 2 ; S.M. 2006, c. 11, s. 3 . Chief executive officer 3(1) The chair shall be the chief executive officer of the commission and shall devote his or her full time to the work of the commission. Absence of chair 3(2) During the absence or incapacity to act of the chair, his or her powers and duties shall be exercised and performed by the vice-chair or, if he or she should also be absent or unable to act, by some other member designated by resolution of the commission. Members 3(3) The members of the commission other than the chair shall devote such time as may be necessary for the due performance of their duties as members of the commission. Delegation 3(4) The chair, vice-chair or any member of the commission may exercise the powers and shall perform such duties vested in or imposed upon the commission by or under any Act of the Legislature as are assigned to him or her by the commission except those referred to in sections 22 to 29 and subsection 149.1(1). Review 3(5) Every direction, decision, order or ruling made pursuant to an assignment made under subsection (4) is subject to review by the commission under section 29 in the same manner as if it had been made by the Director, and the person who made the direction, decision, order or ruling shall not sit on the hearing and review thereof by the commission. S.M. 1996, c. 50, s. 2 ; S.M. 2001, c. 26, s. 4 ; S.M. 2007, c. 12, s. 3 . Functions of Director 4(1) The Director, or a Deputy Director, (a) may exercise the powers conferred, and shall perform the duties imposed on, him or her by this Act or the regulations; and (b) may exercise the powers and shall perform the duties that are delegated to him or her by the commission. Limits on delegation 4(2) The commission shall not delegate to the Director or a Deputy Director any of its powers or duties under (a) sections 22 to 29, section 31.5.1 and subsection 149.1(1) of this Act; (a.1) section 23.1 of The Commodity Futures Act ; or (b) The Mortgage Brokers Act or The Real Estate Services Act . Director is chief administrative officer 4(3) The Director is the chief administrative officer of the commission. Deputy Directors 4(4) The commission may designate one or more members of its staff to be Deputy Directors. Signing of orders 4(5) All orders of the commission or other documents required to be signed by the commission may be signed on its behalf by the chair or any other member or by the Director or a Deputy Director. All courts and officers acting judicially shall take judicial notice of their signatures. S.M. 1996, c. 50, s. 3 ; S.M. 2001, c. 26, s. 5 ; S.M. 2007, c. 12, s. 4 ; S.M. 2009, c. 16, s. 23 ; S.M. 2018, c. 17, s. 12 ; S.M. 2015, c. 45, s. 88 . Rules as to hearings 5(1) For the purposes of a hearing required or permitted under this Act or any other Act of the Legislature to be held before the commission, the following rules apply: (a) in addition to any other person or company to whom notice is required to be given, notice in writing of the time, place and purpose of the hearing shall be given to any person or company that, in the opinion of the commission is substantially affected by the hearing; and any such notice is sufficient if it is sent to that person or company by prepaid mail at the last address of that person or company appearing on the records of the commission or, if not so appearing, to such address as is directed by the commission; (b) the commission has the same power to summon and enforce the attendance of witnesses and compel them to give evidence on oath or otherwise, and to produce documents, records and things, as is vested in the Court of King's Bench for the trial of civil actions, and the failure or refusal of a person to attend, to answer questions or to produce documents, records or things in his custody or possession makes him liable to be committed for contempt by a judge of the Court of King's Bench as if in breach of an order or judgment of that court; (c) at the hearing, the commission shall receive such evidence as is submitted that is relevant to the hearing, but it is not bound by the legal or technical rules of evidence and, in particular, it may accept and act upon evidence by affidavit or written affirmation or by the report of an expert appointed by it under this Act; (d) notwithstanding that a person or company that is primarily or substantially affected by a hearing is neither present nor represented at the hearing, if notice of the hearing has been sent to that person or company as provided in clause (a), the commission may proceed with the hearing and make or give any direction, decision, order or ruling, as though that person or company were present; (e) where the direction, decision, order or ruling made after the hearing adversely affects the right of a person or company to trade in securities, the commission shall, at the request of that person or company, issue written reasons for the direction, decision, order or ruling; (f) notice of every direction, decision, order or ruling, together with a copy of the written reasons therefor, if any, shall be given upon the issuance thereof to a person or company to whom notice of the hearing was given and to a person or company that, in the absolute discretion of the commission, is substantially affected thereby, and any such notice is sufficient if sent to such person or company by prepaid mail at the last address of that person or company appearing on the records of the commission or, if not so appearing, to such address as is directed by the commission; (g) a person or company attending or submitting evidence at the hearing may be represented by counsel; (h) the hearing shall be open to the public unless the commission is satisfied that evidence or information that is likely to be given or produced during the hearing might (i) cause damage to the business of a person or company by revealing confidential information to his or its competitors, or (ii) give unnecessary publicity to the private affairs of any person or company, in which event the commission may, if that person or company so requests, and the commission is satisfied that the public interest does not require that the evidence or information be made public, hold all or part of the hearing in camera; (i) if two or more parties appear in opposition to each other at the hearing, the commission may order an unsuccessful party to pay all or part of the costs of a successful party and may fix the amount of such costs or direct how and by whom they are to be taxed. Record of evidence 5(2) At a hearing required or permitted under this Act or any other Act of the Legislature to be held before the commission, all oral evidence received shall be taken down in writing or otherwise recorded, and together with any documents and things received in evidence by the commission shall form the record of the hearing. Hearing under delegated power 5(3) When a hearing is held before a single member of the commission, the Director or a Deputy Director under a delegation under subsection 3(4) or 4(1), the person before whom the hearing is held has all the powers of the commission under subsection (1), and that subsection applies to the hearing with necessary changes. S.M. 2007, c. 12, s. 5 . PART II REGISTRATION Persons and companies that must be registered 6(1) A person or company must not (a) trade in a security or derivative; (b) act as an adviser; (c) act as an investment fund manager; or (d) act as an underwriter; unless the person or company is registered, in accordance with the regulations, in the category that the regulations prescribe for the activity. 6(2) to (6) [Repealed] S.M. 2006, c. 11, s. 4 . 6(7) [Repealed] S.M. 2008, c. 8, s. 3 . Registrant must comply with terms and conditions 6(8) A registrant shall comply with the terms and conditions of the registrant's registration. Registration in accordance with Act 6(9) A person or company shall be conclusively deemed not to be registered unless (a) the registration has been made in accordance with this Act and the regulations; and (b) the Director has confirmed the registration. 6(10) [Repealed] S.M. 2001, c. 26, s. 6 . Suspension 6(11) A person or company that has been registered under this Act shall be conclusively deemed not to be registered during any period during which the registration is suspended under this Act. Separate registration of certain persons not required 6(12) An individual who is named (a) in the registration of a dealer as a person who is authorized to trade in securities or derivatives on the dealer's behalf; or (b) in the registration of an adviser as a person who is authorized to advise on the adviser's behalf; may carry on that activity without a separate registration. Adding new partner, officer or branch manager 6(13) After a dealer or adviser is registered, an individual (a) who becomes a partner, officer or branch manager of the dealer and is not named in the registration as a person who is authorized to trade in securities or derivatives on the dealer's behalf; or (b) who becomes a partner, officer or branch manager of the adviser and is not named in the registration as a person who is authorized to advise on the adviser's behalf; shall not carry on that activity until the registration is amended to name him or her as a person who is authorized to do so. Termination of salesperson's employment 6(14) The termination of a salesperson's employment with a person or company registered for trading in securities or derivatives shall operate as a suspension of the salesperson's registration until notice in writing has been received by the Director from another person or company registered for trading in securities or derivatives of the salesperson's employment by that other person or company and the Director has approved the transfer of the registration to the new employer. Director's discretion re transfer of registration 6(14.1) The Director may approve the transfer of a registration or refuse to approve it.

Non-trading employees 6(15) The Director may designate as "non-trading" any employee or class of employees of a person or company registered for trading in securities or derivatives who do not usually sell securities or derivatives to the public, but the designation may be cancelled as to any employee or class of employees where the Director is satisfied that the employee or the member of any such class of employees should be required to apply for registration as a salesperson. S.M. 2001, c. 26, s. 6 ; S.M. 2006, c. 11, s. 4 ; S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 3 ; S.M. 2012, c. 12, s. 4 ; S.M. 2025, c. 11, s. 40 . Registration by Director 7(1) The Director shall grant registration or renewal of registration to an applicant where in the opinion of the Director the applicant is suitable for registration and the proposed registration is not objectionable. Refusal of registration 7(2) The Director shall not refuse to grant or refuse to renew registration without giving the applicant an opportunity to be heard. Director's authority to impose terms on registration 7(3) The Director may, either at the time of registration or afterward, (a) restrict or expand a registration with or without terms and conditions, including, but not limited to, the condition that the registration is restricted to trades in certain securities, class of securities, derivatives or class of derivatives; or (b) restrict or expand the duration of a registration. 7(4) [Repealed] S.M. 2008, c. 8, s. 4 . Stockbrokers 7(5) Registration, otherwise than as a salesperson, to trade in securities described in clause (e) of the definition of security in section 1 may be refused to any person or company unless that person or company, or a trading partner or trading official of that person or company, is a member of an exchange that, as determined by the commission, is operating in Manitoba. 7(6) [Repealed] S.M. 1996, c. 73, s. 77 . Suspending or cancelling registration 7(7) The Director may suspend or cancel the registration of a registrant if the Director considers that the action is in the public interest and has given the registrant an opportunity to be heard. S.M. 1996, c. 73, s. 77 ; S.M. 2000, c. 5, s. 5 ; S.M. 2001, c. 26, s. 7 ; S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 4 ; S.M. 2012, c. 12, s. 5 and 6. Fitness hearings 8(1) Where in the opinion of the commission the action is in the public interest, it may, after giving the registrant an opportunity to be heard, do one or more of the following: (a) reprimand the registrant; (b) impose terms and conditions on the registration; (c) suspend or cancel the registration. Interim suspension 8(2) Where the holding of a hearing under subsection (1) would cause a delay which, in the opinion of the commission, would be prejudicial to the public interest, the commission may suspend the registration of the registrant without giving the registrant an opportunity to be heard; but in that case it shall forthwith notify the registrant of the suspension and of a hearing and review to be held before the commission within 15 days of the date of the suspension; and that hearing and review shall be deemed to be a hearing and review under section 29. S.M. 2001, c. 26, s. 8 . 9 and 10 [Repealed] S.M. 2001, c. 26, s. 9 ; S.M. 2007, c. 12, s. 6 . Address for service 11 Every applicant shall state in the application an address for service in the province and, except as otherwise provided in this Act, all notices under this Act or the regulations are sufficiently served for all purposes if delivered or sent by prepaid mail to the latest address for service so stated. Further information 12 The Director may require any further information or material to be submitted by an applicant or a registrant within a specified time and may require verification by affidavit or otherwise of any information or material then or previously submitted, and may require the applicant or registrant, or any partner, officer, director or employee of the applicant or of the registrant, to submit to examination under oath by the Director or by a person designated by the Director for that purpose. S.M. 2007, c. 12, s. 7 . Appointment of experts 13(1) The commission may appoint one or more experts to assist the commission in such manner as it may deem expedient. Submission of documents to experts 13(2) The commission may submit any agreement, prospectus, financial statement, report or other document to one or more experts appointed under subsection (1) for examination, and the commission has the like power to summon and enforce the attendance of witnesses before the expert and to compel them to produce documents, records and things as is vested in the commission, and subsections 22(3) and (4) apply with such modifications as the circumstances require. Payment for services 13(3) An expert appointed under subsection (1) shall be paid such amounts for services and expenses as the Lieutenant Governor in Council may determine. Requirement of residence 14(1) Notwithstanding that the applicant is otherwise suitable for registration, the Director may refuse registration (a) to an individual who does not possess the usual residence qualification; or (b) to a company that does not have at least one officer or director who possesses the usual residence qualification; or (c) to a partnership or other unincorporated association that does not have at least one partner or member who is an individual possessing the usual residence qualification. Definition 14(2) For the purposes of this section, a person possesses the usual residence qualification if (a) at the date of the application, he or she is resident in the province and has resided in Canada for at least one year immediately prior thereto; or (b) at the date of the application, he or she is registered in a capacity corresponding to that of a salesperson, dealer, adviser, underwriter, investment fund manager or security issuer, or is authorized to act in such a capacity without separate registration by virtue of a provision similar to subsection 6(12), under the securities laws of the jurisdiction in Canada in which he or she last resided, and has been so registered or authorized for at least one year immediately prior thereto. Servicemen and students 14(3) For the purposes of this section, a person shall not be deemed to cease to reside 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 institution outside Canada. S.M. 2001, c. 26, s. 10 ; S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 5 . Notice of status to director 15 Every registered dealer and every registered adviser shall comply with the reporting requirements set out in the regulations, within the time frame set out in the regulations. S.M. 2001, c. 26, s. 11 ; S.M. 2006, c. 11, s. 6 . Surrender of registration 15.1(1) If a registrant applies to surrender its registration, the Director shall accept the surrender unless the Director considers that it is prejudicial to the public interest to do so. Action by Director when surrender not accepted 15.1(2) If the Director does not accept the surrender of a registrant's registration, the Director may, without giving the registrant an opportunity to be heard, suspend the registration or impose terms or conditions on the registration. S.M. 2007, c. 12, s. 8 . 16 [Repealed] S.M. 1999, c. 16, s. 1 . Refunds 17 Where an application for a registration is refused, a registration is cancelled or a receipt for a prospectus is not obtained, the Director may cause the fee paid in respect of the matter, or any part of the fee that the Director considers fair and reasonable, to be refunded. S.M. 1999, c. 16, s. 1 ; S.M. 2007, c. 12, s. 3 . 18 [Repealed] S.M. 2006, c. 11, s. 7 . Trades exempt from registration 19(1) Registration is not required for a trade (a) that is exempted by the regulations; or (b) if the purchaser is a person or company that the commission recognizes as an exempt purchaser. Trading exempted from registration 19(2) Registration is not required to trade in the following securities: (a) securities that are exempted by the regulations; (b) securities (i) to which section 89 or 91 of The Cooperatives Act applies, or (ii) that are memberships or shares issued by a cooperative entity, as defined in section 1 of The Cooperatives Act , for the purpose of qualifying a person or company as a member of the cooperative entity; (c) securities that are (i) shares or memberships in a credit union, or (ii) receipts or certificates issued by a credit union for money deposited with it on term deposits by its members in accordance with The Credit Unions and Caisses Populaires Act or the special Act of the Legislature incorporating it. 19(3) and (4) [Repealed] S.M. 2006, c. 11, s. 8 . Removal of exemptions 19(5) Notwithstanding subsections (1) and (2), the commission may, where in its opinion such action is in the public interest, (a) order that subsection (1) does not, with respect to such of the trades referred to in that subsection as are specified in the order, apply to the person or company named in the order; and (b) order that subsection (2) does not, with respect to such of the securities referred to in that subsection as are specified in the order, apply to the person or company named in the order. Hearing 19(6) The commission shall not make an order under subsection (5) without a hearing, unless, in its opinion, the length of time required for a hearing would be prejudicial to the public interest, in which event it may make a temporary order which expires not more than fifteen days after the date of the making thereof. Notice of temporary order 19(7) The commission shall give notice of each temporary order made under subsection (6) forthwith together with the notice of hearing required to be given under clause 5(1)⁠(a), to every person and company that, in the absolute discretion of the commission, is substantially affected thereby. Loss of private company status 19(8) Where a private company has contravened any of the provisions of its charter or other instrument of incorporation respecting the restriction on the right to transfer its shares, the limitation on the number of its shareholders, or the prohibition of invitations to the public to subscribe for its securities, and by the laws of the jurisdiction in which it is incorporated it has in consequence ceased to be entitled to the privileges and exemptions conferred by those laws on private companies, it ceases to be classified as a private company for the purposes of this Act until such time as those privileges and exemptions have been restored in the jurisdiction in which it is incorporated. S.M. 1991-92, c. 22, s. 3 and 4; S.M. 1992, c. 35, s. 58 ; S.M. 1993, c. 14, s. 88 ; S.M. 1993, c. 29, s. 203 ; S.M. 1998, c. 52, s. 401 ; S.M. 2001, c. 26, s. 12 ; S.M. 2006, c. 11, s. 8 . Exemption by commission 20(1) Where the commission is of the opinion that it is not prejudicial to the public interest, it may, by order, subject to such terms and conditions as it may impose, exempt any trade, intended trade, security, derivative, person, company or distribution, as the case may be, from all or any provisions of this Act or the regulations. Publication of order or notice 20(2) As soon as practicable after making an order under subsection (1), the commission must publish on its website (a) a copy of the order; or (b) a notice of the order summarizing the order and the facts relating to the order. Statutes and Regulations Act does not apply 20(3) The Statutes and Regulations Act does not apply to an order made under subsection (1). Proof of order 20(4) In the absence of evidence to the contrary, a copy of an order accessed from the commission's website or a printout of such a copy, if it is accompanied by an oral or written statement confirming that it was so accessed, is presumed to be an accurate statement of the order. S.M. 2012, c. 12, s. 9 ; S.M. 2013, c. 39, Sch. A, s. 86 . Real Estate Brokers Act 21 When a security is also an interest in real estate, the following rules shall apply for the purpose of resolving any conflict or duplication between The Real Estate Services Act and this Act: (a) if interests in real estate are being distributed to the public by a person or company registered under this Act under a prospectus for which a receipt has been obtained under Part VII, The Real Estate Services Act does not apply to any trade involved in that distribution; (b) if application is made to the commission under this Act for an order that would permit interests in real estate to be distributed to the public without a prospectus being filed under Part VII, or by persons or companies who are not registered under this Act, or both, the commission may exempt that distribution and those persons and companies from all or any of the provisions of The Real Estate Services Act ; (c) if a prospectus is accepted by the registrar of The Real Estate Services Act under Part 6 of that Act, the interests offered under it are exempt from this Act; (d) in any trade or proposed trade which does not require a prospectus under either Act, the vendor may, unless the commission has otherwise ordered, elect either to treat the interest as an interest in real estate and comply with The Real Estate Services Act , in which case this Act does not apply, or to treat it as a security and comply with this Act, in which case The Real Estate Services Act does not apply; (e) the commission may declare any such interest to be exclusively a security, in which case The Real Estate Services Act does not apply to it, or to be exclusively an interest in real estate, in which case this Act does not apply to it. S.M. 2015, c. 45, s. 88 . PART III INVESTIGATION AND ACTION BY COMMISSION Designation of staff members as investigators 21.1(1) The Director may designate one or more members of the commission's staff as investigators for the purpose of administering and enforcing one or more of the following: (a) this Act; (b) The Commodity Futures Act ; (c) The Mortgage Brokers Act ; (d) The Real Estate Services Act . General authority of investigator 21.1(2) A staff member designated as an investigator for an Act listed in subsection (1) may carry out any investigation reasonably required for the enforcement of that Act. Assistance 21.1(3) When conducting an investigation under this section, a staff member may be accompanied and assisted by any person that the staff member considers necessary. Decision not reviewable 21.1(4) The Director's decision to take or not take further action as a result of an investigation under this section is final and is not subject to review. Not a section 22 investigation 21.1(5) An investigation under this section is not an investigation under section 22. S.M. 2009, c. 16, s. 25 ; S.M. 2011, c. 35, s. 45 ; S.M. 2015, c. 45, s. 88 . Investigation of probable contravention or offence 22(1) Where it appears probable to the commission that any person or company (a) has contravened any of the provisions of this Act or the regulations; or (b) has committed an offence under The Corporations Act that relates to the filing of documents with the commission or to the contents of any document that has been so filed; or (c) has committed an offence under the Criminal Code (Canada) in connection with a trade in securities or derivatives; the commission may make, or by order appoint a person to make, such investigation as it deems expedient in the circumstances, and shall determine and prescribe the scope of the investigation. Order for investigation 22(2) The commission may make or, by order, appoint a person to make such investigation as it deems expedient (a) for the due administration of Manitoba securities law or the regulation of the securities or derivatives markets in Manitoba; (a.1) to assist in the due administration of the securities laws or the regulation of the securities or derivatives markets in another jurisdiction; (b) for the protection of members of the public who have invested in securities of a company incorporated under a general or special Act of the Legislature that are listed or posted for trading on any exchange in the province recognized by the commission or have been since May 1, 1967, distributed in the course of primary distribution to the public under a prospectus filed with any securities commission in Canada or under a statement of material facts filed with any exchange in Canada; or (c) into any matter relating to trading in securities or derivatives; and shall determine and prescribe the scope of the investigation. Scope of investigation 22(3) For the purposes of any investigation, the commission or the person appointed to make the investigation may investigate, inquire into and examine (a) the affairs of any person or company in respect of which the investigation is being made and any books, papers, documents, correspondence, communications, negotiations, transactions, investigations, loans, borrowings and payments to, by, on behalf of or in relation to or connected with the person or company and any property, assets or things owned, acquired or alienated in whole or in part by the person or company or by any person or company acting on behalf of or as agent for the person or company; and (b) the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with any person or company in respect of which the investigation is being made and the relationship that may at any time exist or have existed between that person or company and any other person or company by reason of investments, commissions promised, secured or paid, interests held or acquired, the lending or borrowing of money, stock or other property, the transfer, negotiation or holding of stock, interlocking directorates, common control, undue influence or control or any other relationship. Powers 22(4) For the purposes of an investigation, the commission and any person appointed to make the investigation, have the same power to summon and enforce the attendance of witnesses and compel them to give evidence on oath or otherwise, and to produce documents, records and things, as is vested in the Court of King's Bench for the trial of civil actions, and the failure or refusal of a person to attend, to answer questions or to produce documents, records and things in his custody or possession makes him liable to be committed for contempt by a judge of the Court of King's Bench as if in breach of an order or judgment of the Court of King's Bench; and no provision of The Manitoba Evidence Act exempts any financial institution or any officer or employee thereof from the operation of this section. Counsel 22(5) A person giving evidence at an investigation may be represented by counsel. Seizure of property 22(6) For the purposes of an investigation, the commission or the person appointed to make the investigation may seize and take possession of any documents, records, securities or other property of a person or company whose affairs are being investigated. Inspection or return of property 22(7) Where any documents, records, securities or other property are seized under subsection (6), the documents, records, securities or other property shall be made available for inspection and copying by the person or company from whom they were seized at a mutually convenient time and place; and upon application of the person or company from whom they were seized, the commission may order that all or any of the documents, records or securities be photographed and the originals returned to the person or company from whom they were seized and thereafter on production of the order of the commission or a certified copy thereof, the photograph, certified as being a photograph of any such document, record or security, is admissible in evidence in any proceeding before the commission or any person conducting an investigation, or in any court as prima facie proof of the document, record or security, as the case may be. Accountants and other experts 22(8) For the purposes of conducting an investigation, the commission may appoint an accountant or other expert to examine documents, records, properties and matters of the person or company whose affairs are being investigated and the accountant or other expert shall be paid for his services and expenses in accordance with subsection 13(3). Inspection of property 22(9) Where the condition or value of any land, building or work is relevant in any investigation, the commission or, if so authorized by the commission, the person appointed to make the investigation or an expert appointed under subsection (8) may, upon reasonable notice to the owner or occupier thereof, enter upon and inspect that land, building or work. Report of investigation 22(10) Every person appointed by the commission to make an investigation, and every person appointed under subsection (8), shall report the result of his investigation or examination to the commission. Meaning of "investigation" 22(11) In this section "investigation" includes every investigation or inquiry made, ordered or authorized by the commission under this or any other Act of the Legislature. S.M. 2001, c. 26, s. 13 ; S.M. 2012, c. 12, s. 11 and 12. Investigation under order of minister 23 Notwithstanding section 22, the minister may by order appoint any person to make such investigation as he deems expedient for the due administration of this Act or into any matter relating to trading in securities or derivatives, in which case the person so appointed, for the purposes of the investigation, has the same authority, powers, rights and privileges as a person appointed to make an investigation under section 22. S.M. 2012, c. 12, s. 13 . Non-disclosure 24(1) No person or company shall disclose at any time, except to the person or company's counsel, (a) the nature or content of an order made under section 22 or 23; or (b) the name of any person examined or sought to be examined under section 22 or 23, any testimony given under section 22 or 23, any information obtained under section 22 or 23, the nature or content of any questions asked under section 22 or 23, the nature or content of any demands for the production of any document or other thing under section 22 or 23, or the fact that any document or other thing was produced under section 22 or 23. Exceptions 24(2) Notwithstanding subsection (1), (a) a person making an investigation may make, or authorize the making of, such disclosure of information, evidence or names of witnesses as may be required for the effectual conduct of the investigation; and (b) if the evidence of a witness has been taken down or recorded, the person who reported or recorded it may, at the request of the witness and at his expense, provide the witness with a transcript of all or part of his evidence at any time after his examination has been completed. S.M. 2001, c. 26, s. 14 . Reporting to minister 25 Where an investigation has been made under section 22, the commission may, and, where an investigation has been made under section 23, the person making the investigation shall, report the result thereof, including the evidence, findings, comments and recommendations, to the minister, and the minister may cause the report to be published in whole or in part in such manner as he deems proper. Interim preservation of property 26(1) If the commission considers it necessary or advisable (a) for the due administration of Manitoba securities law or the regulation of the capital markets in Manitoba; or (b) to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction; it may, in writing, direct a person or company having on deposit or under its control or for safekeeping any funds, securities, derivatives or property to retain those funds, securities, derivatives or property and to hold them until the commission in writing revokes the direction or consents to release a particular fund, security, derivative or property from the direction, or until the Court of King's Bench orders otherwise. Direction applies only to branches identified 26(2) A direction under subsection (1) that names a bank or other financial institution applies only to the branches of the bank or financial institution identified in that direction. Exclusions 26(3) A direction under subsection (1) does not apply to funds, securities, derivatives or property in the clearing house of an exchange or of a commodity futures exchange or to securities or derivatives in process of transfer by a transfer agent unless the direction so states. Clarification, variation or revocation 26(4) A person or company directly affected by a direction under subsection (1) may apply to the commission for clarification or to have the direction varied or revoked. Registration against land 26(5) If property identified in a direction under subsection (1) includes an interest in land, the commission may authorize the Director to issue a certificate in respect of the land and request registration of the certificate in the land titles office for the land titles district in which the land is situated. The certificate when so registered shall have the same effect as, and the registration of it may be discharged in the same manner as, a certificate of pending litigation in respect of the land. S.M. 2012, c. 12, s. 14 . Application for appointment of receiver 27(1) The commission may (a) where it is about to order or initiate an investigation under section 22, or during or after an investigation under section 22 or 23; or (b) where it is about to make or has made a direction, decision, order or ruling suspending or cancelling the registration of any person or company or affecting the right of any person or company to trade in securities or derivatives; or (c) where criminal proceedings or proceedings in respect of a contravention of this Act or the regulations are about to be or have been instituted against any person or company that in the opinion of the commission are connected with or arise out of any security or derivative or any trade therein, or out of any business conducted by that person or company; apply to a judge of the Court of King's Bench for the appointment of a receiver or a receiver and manager or a trustee of the property of that person or company. Appointment 27(2) Upon an application made under subsection (1), the judge may, where he is satisfied that the appointment of a receiver or a receiver and manager or a trustee of the property of any person or company is in the best interests of the creditors of that person or company or of any other persons or companies any of whose property is in the possession or under the control of the first-mentioned person or company, appoint a receiver or a receiver and manager or a trustee of the property of the first-mentioned person or company. Application without notice 27(3) Upon an application without notice made by the commission under this section, the judge may make an order under subsection (2) appointing a receiver or a receiver and manager or a trustee for a period not exceeding eight days. Powers of receiver 27(4) A receiver, or a receiver and manager, or a trustee, of property of any person or company appointed under this section shall be the receiver, or the receiver and manager, or the trustee, of all the property belonging to the person or company, or held by the person or company on behalf of or in trust for any other person or company, and the receiver, or the receiver and manager, or the trustee, shall have authority, if so directed by the judge, to wind up or manage the business and affairs of the first-mentioned person or company, and all powers necessary or incidental thereto. Enforcement of order 27(5) An order made under this section may be enforced in the same manner as any order or judgment of the Court of King's Bench and may be varied or discharged upon an application made by notice. Rules of practice to apply 27(6) Applications made under this section shall be made by originating notice of motion, and the rules of practice of the Court of King's Bench apply. S.M. 2001, c. 26, s. 15 ; S.M. 2012, c. 12, s. 15 . Costs of an investigation 28(1) Where the conduct of a registrant has been the subject of an investigation under this Part and, as a result of the information obtained in the investigation, (a) the registrant is convicted of any offence against this Act or the regulations or of any other offence mentioned in subsection 22(1); (b) the commission does one or more of the following: (i) reprimands the registrant, (ii) imposes terms and conditions on the registration, (iii) suspends or cancels the registration, (iv) orders the registrant to pay an administrative penalty under subsection 148.1(1) or (1.1); or (c) the commission is satisfied that the registrant has not adequately discharged his or her responsibilities to the commission, his or her customers or the public; the commission may order the registrant to pay the whole or part of the costs of the investigation and any hearing convened as a result thereof, calculated on the basis of the fees prescribed in the regulations. Suspension of registration 28(2) If the commission has ordered a registrant to pay costs under subsection (1), it may suspend the registration of the registrant until the costs are paid. S.M. 2001, c. 26, s. 16 ; S.M. 2018, c. 17, s. 13 ; S.M. 2025, c. 11, s. 40 . PART IV APPEALS Review of Director's action 29(1) Any person or company affected by a direction, decision, order or ruling of the Director given or made under this Act or any other Act of the Legislature may, within 30 days after the direction, decision, order or ruling is made, apply to the commission for a review. On receiving the application, the commission must conduct a hearing. Power on review 29(2) Upon a hearing and review, the commission may by order confirm, quash, or vary, the direction, decision, order or ruling under review, or make such other direction, decision, order or ruling as the commission deems proper. Reference by Director to commission 29(3) If the Director is in doubt as to whether an application should be granted or refused, or as to what decision he or she should make about any other matter that this Act or the regulations authorizes the Director to decide, he or she may refer the matter to the commission. The commission shall hold a hearing and may make any direction, decision, order or ruling about the matter that the Director is authorized to make. S.M. 2007, c. 12, s. 3 and 9; S.M. 2018, c. 17, s. 14 . Appeal to The Court of Appeal 30(1) A person or company affected by a direction, decision, order or ruling of the commission given or made under this Act or under any other Act of the Legislature may appeal to The Court of Appeal. Leave to appeal 30(1.1) An appeal under subsection (1) may be made only with leave obtained from a judge of The Court of Appeal. 30(2) [Repealed] S.M. 2002, c. 32, s. 3 . Time for appeal 30(3) Every appeal under subsection (1) shall be commenced within 30 days after the mailing of the notice of the direction, decision, order or ruling of the commission. 30(4) [Repealed] S.M. 2002, c. 32, s. 3 . Commission party to appeal 30(5) The commission is a party to any appeal taken under this section, and is entitled to be heard, by counsel or otherwise, upon the appeal. Powers of Court on appeal 30(6) The Court of Appeal on hearing the appeal may (a) make any decision or order that in its opinion ought to have been made; (b) quash, vary or confirm the commission's direction, decision, order or ruling; or (c) refer the matter back to the commission for further consideration in accordance with any direction of the Court. Commission may make further direction 30(7) Notwithstanding an order of the Court under this section, the commission may make any further direction, decision, order or ruling upon new material or where there is a material change in the circumstances, and every such direction, decision, order or ruling is subject to this section. Stay pending appeal 30(8) The commission's direction, decision, order or ruling remains in effect pending an appeal to the Court of Appeal unless it is stayed by the Court, on application, pending the appeal. S.M. 2002, c. 32, s. 3 . Submission of question of law 31(1) Where, in the course of the administration of this Act or of any other Act of the Legislature administered by the commission, or of the exercise of any powers conferred upon the commission by this or any other Act of the Legislature, any question of law arises which, in the opinion of the commission, ought to be determined by a court, the commission may apply by notice of motion to a judge of the Court of King's Bench to have the question determined. Service on persons concerned 31(2) The notice shall be served on all parties concerned in the matter in which the question to be determined has arisen. Service on other persons interested 31(3) A judge may, of his motion or on the application of the commission or of any other person or company, direct that the notice be also served on any other person or company appearing to have an interest in the question to be determined. Effect of court's decision 31(4) The determination of any question of law under this section is binding upon the commission and all other parties in the matter in which the question arose, and may not, in that matter, be thereafter made the subject of an appeal under section 30. PART IV.1 SELF-REGULATORY ORGANIZATIONS Recognition of self-regulatory organization 31.1(1) The commission may recognize in writing a person or company representing registrants as a self-regulatory organization if the commission considers that it is in the public interest to do so and that the person or company is in compliance with this Act, the regulations and the rules and is able to continue to be in compliance. Terms and conditions 31.1(1.1) A recognition under this section is subject to such terms and conditions as the commission imposes. Hearing 31.1(2) The commission shall not refuse to recognize a person or company as a self-regulatory organization without giving the applicant an opportunity to be heard. Recognized organization to regulate members 31.1(3) A self-regulatory organization recognized under subsection (1) shall, subject to this Act, the regulations, the rules and the decisions of the commission and of the Director, regulate the standards and business conduct of its members. Commission's powers 31.1(4) If the commission considers it in the public interest to do so, it may make a decision in respect of (a) an internal regulation or proposed internal regulation of a self-regulatory organization; or (b) a direction, decision, order or ruling made under an internal regulation of the organization. S.M. 2001, c. 26, s. 17 ; S.M. 2007, c. 12, s. 3 ; S.M. 2012, c. 12, s. 16 . Conflict with securities law 31.2 No internal regulation of a recognized self-regulatory organization shall conflict with this Act, the regulations or the rules, but the organization may impose additional requirements within its jurisdiction. S.M. 2001, c. 26, s. 17 . Suspension or cancellation of recognition 31.3(1) If the commission, after giving a self-regulatory organization an opportunity to be heard, considers it in the public interest to do so, it may reprimand the organization or suspend, cancel, restrict or impose terms and conditions on its recognition under this Part. Temporary order without hearing 31.3(2) Despite subsection (1), if the commission considers that the delay required for a hearing would be prejudicial to the public interest, it may make an order under that subsection without prior notice to the organization, but the order is effective for not more than 15 days. S.M. 2001, c. 26, s. 17 . Voluntary surrender of recognition 31.4 Subject to any terms and conditions that it may impose, the commission may accept the voluntary surrender of the recognition of a self-regulatory organization if (a) the self-regulatory organization applies; and (b) the commission considers that the acceptance will not be prejudicial to the public interest. S.M. 2001, c. 26, s. 17 . Assignment of powers and duties by commission 31.5(1) The commission may, on any terms and conditions it considers advisable, assign to a recognized self-regulatory organization any power or duty of the commission under Part II or the regulations or rules relating to that Part. Assignment of powers and duties by Director 31.5(2) The Director may, with the approval of the commission, which may be given on any terms and conditions it considers advisable, assign to a recognized self-regulatory organization any power or duty of the Director under Part II or the regulations or the rules relating to that Part. Variation or revocation of assignment 31.5(3) The commission or, with the commission's approval, the Director may at any time vary or revoke, in whole or in part, an assignment of powers and duties made under this section. S.M. 2001, c. 26, s. 17 ; S.M. 2007, c. 12, s. 3 . Review of self-regulatory organization's decision 31.5.1(1) Any person or company affected by a decision of a self-regulatory organization may, within 30 days after the decision is made, apply to the commission for a review of the decision. On receiving the application, the commission has discretion whether to review the decision. Application of Part IV 31.5.1(2) If the commission decides to review the decision, Part IV (Appeals) of this Act applies, with necessary modifications, to the review as if the decision were a decision of the Director. Rights of enforcement staff 31.5.1(3) If the decision of a self-regulatory organization relates to an investigation or disciplinary proceeding conducted by that organization, the organization's staff that conducted the investigation or initiated or conducted the disciplinary proceeding (a) is deemed to be affected by the decision; and (b) may apply under subsection (1) to have the commission review the decision. S.M. 2018, c. 17, s. 15 . Registering decision in Court of King's Bench 31.5.2(1) A self-regulatory organization that has made a decision after a hearing may (a) if the time period to apply for a review of the decision under subsection 31.5.1(1) has expired without an application for review having been filed, register a certified copy of the decision in the Court of King's Bench; (b) if the commission has made an order confirming or varying the decision after a review, register a certified copy of the commission's order in the Court of King's Bench. Effect of registering decision or order 31.5.2(2) A decision or order registered in the Court of King's Bench under subsection (1) may be enforced as if it were a judgment of that court. S.M. 2018, c. 17, s. 15 . Immunity for self-regulatory organizations 31.5.3 No action or proceeding may be brought against a self-regulatory organization or its members, employees, agents or directors for anything done or not done, or for any neglect, in the performance or exercise, or the intended performance or exercise, in good faith of a power, duty or function (a) in accordance with the terms of a recognition under section 31.1; or (b) assigned to the self-regulatory organization under section 31.5. S.M. 2018, c. 17, s. 15 . PART IV.2 TRADE REPOSITORIES AND CLEARING AGENCIES Designation of trade repository 31.6(1) The commission may designate in writing a person or company as a trade repository if the commission considers that it is in the public interest to do so and that the person or company is in compliance with this Act, the regulations and the rules and is able to continue to be in compliance. Terms and conditions 31.6(2) A designation under this section is subject to such terms and conditions as the commission imposes. S.M. 2012, c. 12, s. 17 . Prohibition re clearing agencies 31.7(1) No person or company shall carry on business in Manitoba as a clearing agency unless the person or company is recognized by the commission under this section as a clearing agency. Recognition of clearing agency 31.7(2) The commission may recognize in writing a person or company as a clearing agency if the commission considers that it is in the public interest to do so and that the person or company is in compliance with this Act, the regulations and the rules and is able to continue to be in compliance. Terms and conditions 31.7(3) A recognition under this section is subject to such terms and conditions as the commission imposes. S.M. 2012, c. 12, s. 17 . Hearing 31.8 The commission shall not refuse to designate a person or company as a trade repository or recognize a person or company as a clearing agency without giving the person or company an opportunity to be heard. S.M. 2012, c. 12, s. 17 . Commission's powers 31.9 If the commission considers it in the public interest to do so, it may make a decision in respect of (a) the manner in which a designated trade repository or recognized clearing agency carries on business; or (b) any by-law, rule, regulation, policy, procedure, interpretation or practice of a designated trade repository or recognized clearing agency. S.M. 2012, c. 12, s. 17 . Conflict with securities law 31.10 No internal regulation of a recognized clearing agency or designated trade repository shall conflict with this Act, the regulations or the rules, but the clearing agency or trade repository may impose additional requirements within its jurisdiction. S.M. 2012, c. 12, s. 17 . Suspension or cancellation of recognition or designation 31.11(1) If the commission, after giving a clearing agency or trade repository an opportunity to be heard, considers it in the public interest to do so, the commission may reprimand the clearing agency or trade repository or suspend, cancel, restrict or impose terms and conditions on its recognition or designation under this Part. Temporary order without hearing 31.11(2) Despite subsection (1), if the commission considers that the delay required for a hearing would be prejudicial to the public interest, it may make an order under that subsection without prior notice to the clearing agency or trade repository, but the order is effective for not more than 15 days. S.M. 2012, c. 12, s. 17 . Voluntary surrender of recognition or designation 31.12 Subject to any terms and conditions that it may impose, the commission may accept the voluntary surrender of the designation of a trade repository or the recognition of a clearing agency if (a) the trade repository or clearing agency applies; and (b) the commission considers that the acceptance will not be prejudicial to the public interest. S.M. 2012, c. 12, s. 17 . PART V AUDITS Auditor of self-regulatory organization, exchange, trade repository and clearing agency 32(1) A recognized self-regulatory organization, exchange or clearing agency and a designated trade repository must appoint an auditor for itself. Auditor of member 32(2) Every recognized self-regulatory organization and exchange must (a) select a panel of auditing firms for its members; and (b) cause each of its members to appoint an auditor from that panel. S.M. 2001, c. 26, s. 18 ; S.M. 2010, c. 33, s. 58 ; S.M. 2012, c. 12, s. 18 . Examination and report 33(1) The auditor of a member of a recognized self-regulatory organization or exchange, shall examine, in accordance with generally accepted auditing standards, the annual financial statements and the regulatory filings of the member required by the internal regulations applicable to the member, and shall report the results of the examination in accordance with professional reporting standards to the organization or exchange. Approval by commission 33(2) The internal regulations of every recognized self-regulatory organization and exchange, in respect of the practice and procedure of the examinations under subsection (1) and the actual conduct of the examinations, and any amendments to them, must be satisfactory to the commission. S.M. 2001, c. 26, s. 18 ; S.M. 2010, c. 33, s. 58 ; S.M. 2012, c. 12, s. 19 . Recordkeeping and annual financial statements 34(1) A registrant whose financial affairs are not subject to examination under section 33 shall (a) keep the books and records that are necessary to properly record his or her business transactions and financial affairs; and (b) file with the commission annually, and at such other times as the commission may require, (i) a financial statement satisfactory to the commission as to the registrant's financial position, certified by the registrant or an officer or partner of the registrant and reported upon by the registrant's auditors, and (ii) any other information that the commission may require. Deadline for filing annual financial statement 34(1.1) The registrant shall file the annual financial statement required by clause (1)⁠(b) no later than 90 days after the end of the registrant's fiscal year. Extended meaning of "registrant" 34(2) In this Part, "registrant" includes a mutual fund, whether incorporated or unincorporated, which is based in Manitoba, notwithstanding that it is not in fact registered, and for this purpose a mutual fund is based at the place from which its affairs are in practice managed. Preparing and filing auditor's report 34(3) An auditor's report filed for the purposes of clause (1)⁠(b) must be prepared and filed in accordance with the regulations. Variation 34(4) The commission may in respect of any registrant, by order waive any requirement of subsection (1), and may make the order subject to such terms and conditions as it deems advisable. S.M. 2006, c. 11, s. 9 ; S.M. 2008, c. 8, s. 6 . Commission may make audits 35(1) Notwithstanding sections 32, 33 and 34, the commission, or any person to whom as its representative it may in writing delegate such authority, may at any time make an examination of the financial affairs or business operations of a registrant or the financial affairs of any person or company whose securities have been the subject of a filing with the commission, and prepare financial statements and reports as required by the commission. Access to books 35(2) The commission or any person making an examination under this section, is entitled to free access to all books of account, securities, derivatives, cash, documents, bank accounts, vouchers, correspondence and records of every description of the person or company whose financial affairs or business operations are being examined, and no person or company shall withhold, destroy, conceal or refuse to give any information or thing reasonably required for the purpose of the examination. Fees 35(3) The commission may charge such fees as may be prescribed by the regulations for any examination made under this section. S.M. 2001, c. 26, s. 19 ; S.M. 2012, c. 12, s. 20 . PART VI 36 [Repealed] S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 7 . PART VII TRADING IN THE COURSE OF PRIMARY DISTRIBUTION TO THE PUBLIC Prohibition as to trading 37(1) No person or company shall trade in a security, either on his own account or on behalf of any other person or company, where the trade would be in the course of primary distribution to the public of the security, until there have been filed with the commission both a preliminary prospectus and a prospectus in respect of the offering of the security and receipts therefor obtained from the Director.

Voluntary filing of non-offering prospectus 37(1.1) A person or company may file with the commission a preliminary prospectus and a prospectus to enable the person or company to become a reporting issuer under Parts X, XI and XII, despite the fact that no distribution of the securities in the province is contemplated. Receipt for voluntary non-offering prospectus 37(1.2) The Director may issue a receipt for a preliminary prospectus or a prospectus filed under subsection (1.1) if the Director is satisfied that issuing the receipt is not contrary to the public interest and the preliminary prospectus or the prospectus complies with the requirements of this Act and the regulations. Receipt for preliminary prospectus 37(2) The Director shall issue a receipt for the preliminary prospectus forthwith upon the filing thereof. S.M. 2001, c. 26, s. 20 ; S.M. 2007, c. 12, s. 3 . Communication about preliminary prospectus 38 During the period of time between the issuance of a receipt for a preliminary prospectus and of a receipt for a prospectus, an issuer, a dealer or a person or company acting on behalf of an issuer may conduct the following trading activities: (a) distribute the preliminary prospectus; (b) communicate with any person or company, (i) identifying the security to be issued, (ii) stating the price of the security if it has been established when the communication is made, (iii) stating the name and address of a person or company through which the security may be purchased, and (iv) giving any further information that the regulations permit or require, if the issuer, dealer, person or company states in every communication the name and address of a person or company from whom the preliminary prospectus may be obtained; (c) solicit expressions of interest from a prospective purchaser if, before the solicitation or promptly after the prospective purchaser indicates an interest in purchasing the security, the issuer, dealer, person or company gives the prospective purchaser a copy of the preliminary prospectus. S.M. 2007, c. 12, s. 10 . 39 [Repealed] S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 8 . Defective preliminary prospectus 40 If it appears to the Director that a preliminary prospectus is defective in that it does not comply with the requirements of this Act and the regulations as to form and content, the Director may, without giving notice, order that the trading permitted by section 38 in the security to which the preliminary prospectus relates must cease. The order remains in force until a revised preliminary prospectus, satisfactory to the Director, is filed with the commission and given to each person or company who, according to the record of recipients maintained as required by the regulations, received the defective preliminary prospectus. S.M. 2007, c. 12, s. 11 . Prospectus 41(1) A prospectus shall provide full, true and plain disclosure of all material facts relating to the security proposed to be issued. Form and content 41(2) A prospectus shall comply as to form and content with the requirements of this Act and the regulations. Supplemental material 41(3) There shall be filed with a prospectus such documents, reports and other material as are required by the regulations. Additional information 42 If a statement required to be contained in a prospectus would otherwise be misleading, the prospectus shall contain such additional information, whether or not expressly required to be contained in the prospectus, as may be necessary to make the required statement not misleading in the light of the circumstances in which it is made. 43 to 56 [Repealed] S.M. 2007, c. 12, s. 12 . Limitation on materials distributed 57 After the Director issues a receipt for a prospectus relating to a security, a person or company trading in the security in the course of primary distribution to the public, either on the person's or company's own account or on behalf of another person or company, may distribute the prospectus and any document filed with or referred to in the prospectus. The person or company shall not distribute any other written material about the security that is inconsistent with any statement in the prospectus or that is prohibited by the regulations. S.M. 2007, c. 12, s. 13 . Section 37 not applicable to certain trades 58(1) Section 37 does not apply to a trade (a) that is exempted by the regulations; or (b) if the purchaser is a person or company that the commission recognizes as an exempt purchaser. 58(2) [Repealed] S.M. 2006, c. 11, s. 10 . Section 37 not applicable to certain securities 58(3) Section 37 does not apply to the primary distribution to the public of securities that are (a) exempted by the regulations; or (b) referred to in clause 19(2)⁠(b) or (c). 58(4) [Repealed] S.M. 2007, c. 12, s. 14 . S.M. 2001, c. 26, s. 21 ; S.M. 2002, c. 47, s. 16 ; S.M. 2006, c. 11, s. 10 ; S.M. 2007, c. 12, s. 14 . Application for determination 59(1) Where doubt exists whether a trade proposed or intended to be made in a security would be in the course of primary distribution to the public of the security, the commission may, upon application of an interested party, determine whether the proposed or intended trade would be in the course of primary distribution to the public of the security and rule accordingly. Deeming trade not in primary distribution 59(2) The commission, where in its opinion to do so would not be prejudicial to the public interest, upon the application of an interested party, may rule that, subject to such terms and conditions as the commission may impose, a trade or an intended trade in a security shall be deemed not to be a primary distribution to the public. Ruling that registration not required 59(3) Where the commission determines under subsection (1) or (2) that a trade would not be in the course of, or shall be deemed not to be, primary distribution to the public of the security, the commission may rule that registration is not required in respect of the trade. Determination of conclusion 59(4) Where doubt exists whether a primary distribution to the public of any security has been concluded or is currently in progress, the commission may determine the question and rule accordingly. No suspension of order 59(5) Notwithstanding subsection 30(8), The Court of Appeal shall not suspend or stay the effect of a determination or ruling made under this section pending a decision on an appeal. S.M. 2002, c. 32, s. 4 . Order to provide information re distribution 60(1) If a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain from the issuer information or material that is needed to comply with this Part or the regulations, the Director may, with or without conditions, order the issuer to provide the person or company with the information and material that the Director considers necessary. Using information provided under an order 60(2) For the purpose of complying with this Part and the regulations, the person or company may use the information supplied under subsection (1). Exemption orders 60(3) If a person or company proposing to make a distribution of previously issued securities of an issuer is unable to comply with a provision of this Part or the regulations, the Director may, with or without conditions, make an order exempting the person or company from complying with the provision, on being satisfied that (a) the person or company has made all reasonable efforts to comply; and (b) no person or company is likely to be prejudicially affected by the exemption. S.M. 2007, c. 12, s. 15 . When receipt for a prospectus must be issued 61(1) Subject to subsection (2), the Director shall issue a receipt for a prospectus filed under this Part unless he or she considers that it is not in the public interest to do so. Specific circumstances when a receipt must not be issued 61(2) The Director shall not issue a receipt for a prospectus under this Part if he or she considers that (a) the prospectus or a document required to be filed with it (i) does not comply in a substantial respect with a requirement of this Part or the regulations, (ii) contains any statement, promise, estimate or forward-looking information that is misleading, false or deceptive, or (iii) contains a misrepresentation; (b) an unconscionable consideration has been paid or given or is intended to be paid or given for any services or promotional purposes or for the acquisition of property; (c) the aggregate of (i) the proceeds from the sale of the securities under the prospectus that are to be paid into the issuer's treasury, and (ii) the issuer's other resources, is insufficient to accomplish the purpose of the issue stated in the prospectus; (d) the issuer cannot reasonably be expected to be financially responsible in conducting its business because of the financial condition of (i) the issuer, (ii) any of the issuer's officers, directors, promoters or control persons, or (iii) the issuer's investment fund manager or any of the investment fund manager's officers, directors or control persons; (e) because of the past conduct of (i) the issuer, (ii) any of the issuer's officers, directors, promoters or control persons, or (iii) the issuer's investment fund manager or any of the investment fund manager's officers, directors or control persons, the issuer's business may not be conducted with integrity and in the best interests of the issuer's security holders; (f) a person or company that has prepared or certified any part of the prospectus, or that is named as having prepared or certified a report or valuation used in connection with the prospectus, is not acceptable; (g) an escrow or pooling agreement in the form that the Director considers necessary or advisable with respect to the securities has not been entered into; or (h) adequate arrangements have not been made for holding in trust the proceeds payable to the issuer from the sale of securities, pending the distribution of the securities. Giving prospectus filer an opportunity to be heard 61(3) The Director shall not refuse to issue a receipt without giving the person or company who filed the prospectus an opportunity to be heard. S.M. 2001, c. 26, s. 22 ; S.M. 2007, c. 12, s. 15 . Orders to cease trading 62(1) Where it appears to the commission, after the filing of a prospectus under this Part and the issuance of a receipt therefor, that any of the circumstances set out in subsection 61(1) exist, the commission may order that all trading in the primary distribution to the public of the securities to which the prospectus relates shall cease. Hearing 62(2) No order shall be made under subsection (1) without a hearing unless in the opinion of the commission the length of time required for a hearing would be prejudicial to the public interest, in which event a temporary order may be made which shall expire 15 days after the date of the making thereof. Notice 62(3) A notice of every order made under this section shall be served upon the company to whose securities the prospectus relates and upon every registrant who has notified the commission of his intention to engage in the primary distribution to the public of the securities, and forthwith upon the receipt of the notice (a) no further trades shall be made in the course of primary distribution to the public of the securities named in the order by any person or company; and (b) any receipt issued by the director for the prospectus is ipso facto revoked. 63 [Repealed] S.M. 2001, c. 26, s. 23 . 64 [Repealed] S.M. 2007, c. 12, s. 16 . Cancelling certain security purchases 65 A person or company that purchases a security under a distribution to which section 37 applies may cancel the purchase in accordance with the regulations. S.M. 2007, c. 12, s. 17 . 66 [Repealed] S.M. 2007, c. 12, s. 18 . PART VIII TRADING IN SECURITIES AND DERIVATIVES GENERALLY 67 [Repealed] S.M. 2001, c. 26, s. 24 ; S.M. 2008, c. 8, s. 10 . Calling at or telephoning residence 68(1) No person shall (a) call at a residence without an appointment with the person called upon; or (b) telephone from within the province to any residence within or outside the province; for the purpose of trading in any security or derivative with any member of the public. Exemption 68(2) Subsection (1) does not apply (a) where the person calls at or telephones to the residence of a close personal friend, a business associate or a customer to whom or on whose behalf the person calling or telephoning, or his employer, has actually sold or purchased securities or derivatives; or (b) where the person telephones solely for the purpose of making an appointment; or (c) to a trade in a security or derivative in respect of which registration is not required under this Act where nothing is done during the course of the call in furtherance of any trade in respect of which registration is required under this Act. Definition of "residence" 68(3) In this section "residence" includes any building or part of a building in which the occupant resides either permanently or temporarily, and any land appurtenant thereto, but does not include an office used solely for business which is part of or attached to a building in which the occupant resides. Definition of "person" 68(4) In this section "person" includes a company and, for the purposes of subsections (1) and (2), a company shall be deemed to have called or telephoned where an officer, trading official or salesperson of the company calls or telephones on its behalf. S.M. 2001, c. 26, s. 25 ; S.M. 2012, c. 12, s. 25 . Prohibition of representations 69(1) No person or company, with the intention of effecting a trade in a security other than a security that carries a right of redemption or repurchase by the person or company issuing the security, shall make any representation, written or oral, that he or any person or company (a) will resell or repurchase; or (b) will refund, other than in accordance with the provisions of this Act, all or any of the purchase price of; any security in which he is trading. Representation prohibited — derivatives 69(1.1) No person or company, with the intention of effecting a trade in a derivative, shall make any representation, written or oral, that any amount paid in respect of the derivative will be refunded, unless the terms of the derivative provide for a refund or provide a right to a party to require a refund. Promises 69(2) No person or company, with the intention of effecting a trade in a security or derivative, shall give any undertaking, written or oral, relating to the future value or price of the security or derivative. Representation re listing 69(3) No person or company, with the intention of effecting a trade in a security or derivative, shall, except with the written permission of the Director, make any representation, written or oral, that the security or derivative will be listed on any exchange or commodity futures exchange or that application has been or will be made to list the security or derivative on any exchange or commodity futures exchange. Exception 69(4) Subsections (1) and (1.1) do not apply to a representation that (a) is made to a person, other than an individual, or to a company; (b) is contained in a written agreement signed by the person or company intending to effect a trade in a security or derivative; and (c) is in respect of a security with an aggregate acquisition cost of more than $50,000 or a derivative in a class of derivatives prescribed by the regulations. S.M. 2007, c. 12, s. 3 ; S.M. 2012, c. 12, s. 26 . 70 to 73 [Repealed] S.M. 2006, c. 11, s. 11 ; S.M. 2008, c. 8, s. 10 . Representations as to registration 74 A person or company shall not represent that the person or company is registered under this Act unless (a) the representation is true; and (b) in making the representation, the person or company specifies the registration category in which the person or company is registered. S.M. 2007, c. 12, s. 19 . Certain misrepresentations prohibited 74.1 A person or company shall not make a statement about something that a reasonable investor would consider important in deciding whether to enter into or maintain a trading or advising relationship with the person or company if the statement is untrue or omits information necessary to prevent the statement from being false or misleading in the circumstances in which it is made. S.M. 2007, c. 12, s. 19 . 75 [Repealed] S.M. 2007, c. 12, s. 20 . Representations about commission approval 76 No person or company shall make an oral or written representation that the commission or the Director has (a) approved the financial standing, fitness or conduct of a registrant; or (b) passed judgment on the merits (i) of any security, derivative or underlying interest of a derivative, or (ii) of the disclosure record of a reporting issuer or investment fund. S.M. 2008, c. 8, s. 11 ; S.M. 2012, c. 12, s. 28 . Margin contracts 77(1) Where a person, or a partner or employee of a partnership, or a director, officer or employee of a company, after he or the partnership or company has contracted as a person or company registered for trading in securities with any customer to buy and carry upon margin any securities of any person or company either in Canada or elsewhere, and, while the contract continues, sells or causes to be sold securities of the same person or company for any account in which (a) he; or (b) his firm or a partner thereof; or (c) the company or a director thereof; has a direct or indirect interest, if the effect of the sale would, otherwise than unintentionally, be to reduce the amount of those securities in the hands of the person or company registered for trading in securities or under his control in the ordinary course of business below the amount of those securities that he should be carrying for all customers, the contract with the customer is, at the option of the customer, void, and the customer may recover from the person or company registered for trading in securities all moneys paid with interest thereon or securities deposited in respect thereof. Exercise of option 77(2) The customer may exercise the option to which reference is made in subsection (1) by notice to that effect sent by prepaid mail addressed to the person or company registered for trading in securities at his address for service in the province. Declaration as to short position 78 Any person or company placing an order for the sale of a security through an agent acting for him that is registered for trading in securities and (a) at the time of placing the order, does not own the security; or (b) if acting as agent, knows his principal does not own the security; shall, at the time of placing the order to sell, declare to his agent that he or his principal, as the case may be, does not own the security. Voting of shares in name of registrant 79(1) Subject to subsections (3) and (4), shares of a company that are registered in the name of a registrant or in the name of his nominee that are not beneficially owned by the registrant shall not be voted at any meeting of the shareholders of the company unless the registrant forthwith after receipt of the material referred to in clause (a) sends or delivers to each person or company that is the beneficial owner of the shares, at no expense to that person or company, (a) a copy of the notice of the meeting, the financial statements, the information circular and any other material, other than the form of proxy, sent to shareholders by or on behalf of any person or company for use in connection with the meeting; and (b) a written request for voting instructions from the beneficial owner which states that, if voting instructions are not received at least 24 hours prior to the expiry of the time within which proxies may be deposited with the company as specified in the notice calling the meeting or otherwise or, if not so specified, 24 hours prior to the time fixed for holding the meeting, a proxy in respect of the shares may be given or the shares otherwise voted at the meeting at the discretion of the registrant. Where registrant not to vote shares 79(2) A registrant shall not vote or cause to be voted shares registered in his name or in the name of his nominee that he does not beneficially own if he does not know who is the beneficial owner of the shares. Copies of material to be furnished 79(3) A company shall, at the request of a registrant, forthwith furnish to the registrant at the company's expense the requisite number of copies of the material referred to in clause (1)⁠(a). Voting of shares 79(4) A registrant shall vote or give a proxy requiring a nominee to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner. Proxies 79(5) A registrant shall, if requested by a beneficial owner, give to the beneficial owner or his nominee a proxy enabling the beneficial owner or his nominee to vote any shares referred to in subsection (1). Shareholders meeting not affected 79(6) The failure of a registrant to comply with this section does not affect the validity of any meeting of shareholders or any proceedings taken thereat. Voting rights not extended 79(7) Nothing in this section gives a registrant the right to vote shares that he is otherwise prohibited from voting. PART VIII.1 TRADING IN DERIVATIVES Disclosure document — designated derivative 79.1(1) No person or company shall trade a designated derivative unless a disclosure document that satisfies the requirements prescribed by the regulations (a) has been filed with and accepted by the Director; and (b) has been delivered in accordance with the regulations. Exception 79.1(2) Subsection (1) does not apply in respect of (a) a trade described in clause (d) of the definition "trade" in subsection 1(1); or (b) a trade that is otherwise exempt under this Act or the regulations. Acceptance of disclosure document 79.1(3) The Director shall accept the filed disclosure document unless the Director (a) considers that it would not be in the public interest to accept the disclosure document; or (b) is prohibited by the regulations from accepting it. Opportunity to be heard 79.1(4) The Director shall not refuse to accept a disclosure document that satisfies the requirements prescribed by the regulations without giving the person or company that filed the disclosure document an opportunity to be heard. Part VII not applicable 79.1(5) Part VII (Trading in the Course of Primary Distribution to the Public) and the regulations made for the purposes of that Part do not apply in respect of (a) a designated derivative; or (b) a derivative that is traded on (i) an exchange registered or exempted from registration under The Commodity Futures Act , or (ii) any other marketplace, if the conditions prescribed by the regulations are satisfied. S.M. 2012, c. 12, s. 29 . Deemed to be securities for certain purposes 79.2(1) If authorized by the regulations, a derivative that belongs to a class of derivatives prescribed by the regulations is deemed to be a security for such purposes as may be prescribed by the regulations, and such provisions of this Act and the regulations as may be prescribed by the regulations apply to or in respect of the derivative in the manner and to the extent prescribed by the regulations. Not void for failure to comply with Act, etc. 79.2(2) Unless the terms of the derivative provide otherwise, a derivative transaction is not void, voidable or unenforceable, and no party to the transaction is entitled to rescind the transaction, solely by reason that the transaction failed to comply with this Act or the regulations. S.M. 2012, c. 12, s. 29 . PART IX TAKE-OVER BIDS Definitions 80 The following definitions apply in this Part. "interested person" means (a) an issuer whose securities are the subject of a take-over bid, issuer bid or other offer to acquire; (b) a security holder, director or officer of an issuer described in clause (a); (c) an offeror; (d) the Director; and (e) a person or company that is not referred to in clauses (a) to (d) and is, in the opinion of the commission or the Court of King's Bench, a proper person to make an application under section 95 or 96. (« intéressé ») "issuer bid" means a direct or indirect offer to acquire or redeem a security, or a direct or indirect acquisition or redemption of a security, that is (a) made by the issuer of the security; and (b) within a class of offers, acquisitions or redemptions prescribed by the regulations. (« offre publique de rachat ») "take-over bid" means a direct or indirect offer to acquire a security, that is (a) made by a person or company other than the issuer of the security; and (b) within a class of offers to acquire prescribed by the regulations. (« offre publique d'achat ») S.M. 1989-90, c. 54, s. 2 and 3; S.M. 2001, c. 26, s. 26 ; S.M. 2006, c. 11, s. 12 ; S.M. 2007, c. 12, s. 21 . 81 to 85 [Repealed] S.M. 1989-90, c. 54, s. 4 ; S.M. 2007, c. 12, s. 22 . Making a bid 86 A person or company shall not make a take-over bid or issuer bid, whether alone or acting jointly or in concert with one or more persons or companies, except in accordance with the regulations. S.M. 1989-90, c. 54, s. 5 ; S.M. 2001, c. 26, s. 27 ; S.M. 2007, c. 12, s. 23 . 87 to 89 [Repealed] S.M. 2007, c. 12, s. 24 . Directors' recommendation re bid 90(1) When a take-over bid has been made, the directors of the issuer whose securities are the subject of the bid shall (a) determine whether to recommend acceptance or rejection of the bid, or determine not to make a recommendation; and (b) make the recommendation, or a statement that they are not making a recommendation, in accordance with the regulations. Individual recommendation re bid 90(2) An individual director or officer of the issuer whose securities are the subject of the bid may recommend acceptance or rejection of the take-over bid, if the recommendation is made in accordance with the regulations. S.M. 2001, c. 26, s. 28 ; S.M. 2007, c. 12, s. 25 . 91 to 94 [Repealed] S.M. 1989-90, c. 54, s. 6 ; S.M. 2001, c. 26, s. 29 ; S.M. 2007, c. 12, s. 26 . Application to the commission for a remedial order 95(1) On application by an interested person, the commission may, if it considers that a person or company has not complied or is not complying with this Part or the regulations, make one or more of the following orders: (a) an order restraining the distribution of any document, record or materials used or issued in connection with a take-over bid or issuer bid; (b) an order requiring an amendment to or variation of any document, record or materials used or issued in connection with a take-over bid or issuer bid, and requiring the distribution of amended, varied or corrected information; (c) an order directing any person or company to comply with this Part or the regulations; (d) an order restraining any person or company from contravening this Part or the regulations; (e) an order directing the directors and officers of any person or company to cause the person or company to comply with or to cease contravening this Part or the regulations. Application to the commission for an exemption 95(2) On application by an interested person, the commission may order that a person or company is exempt from a requirement of this Part or the regulations if the commission considers that it is not prejudicial to the public interest to do so. S.M. 2007, c. 12, s. 27 . Application to the court for remedial order 96(1) On application by an interested person, the Court of King's Bench may, if it is satisfied that a person or company has not complied with this Part or the regulations, make any interim or final order that the court considers appropriate, including, but not limited to, one or more of the following orders: (a) an order requiring the person or company to compensate an interested person who is a party to the application for damages suffered as a result of the non-compliance; (b) an order rescinding a transaction with an interested person, including the issue of a security or a purchase and sale of a security; (c) an order requiring a person or company to dispose of any securities acquired under or in connection with a take-over bid or issuer bid; (d) an order prohibiting a person or company from exercising any or all of the voting rights attached to any securities; (e) an order requiring the trial of an issue. Director must be given notice and hearing 96(2) If the Director is not the applicant under subsection (1), (a) the applicant must give the Director notice of the application; and (b) the Director is entitled to appear at the hearing and make representations to the court. S.M. 2007, c. 12, s. 27 . 97 to 99 [Repealed] S.M. 2007, c. 12, s. 28 . PART X PROXIES AND PROXY SOLICITATION 100 [Repealed] S.M. 2001, c. 26, s. 30 ; S.M. 2006, c. 11, s. 15 ; S.M. 2007, c. 12, s. 29 . Reporting issuer to comply with proxy regulations 101 The management of a reporting issuer must comply with the regulations respecting proxies and proxy solicitation. S.M. 2001, c. 26, s. 31 ; S.M. 2006, c. 11, s. 16 . 102 [Repealed] S.M. 2001, c. 26, s. 32 ; S.M. 2006, c. 11, s. 17 . 103(1) [Repealed] S.M. 2006, c. 11, s. 17 . Conflict 103(2) Upon the application of any interested person or company, the commission may (a) if a requirement of this Part conflicts with a requirement of the laws of the jurisdiction in which a company is incorporated; or (b) if otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing; make an order on such terms and conditions as seem to the commission just and expedient exempting, in whole or in part, a person or company from the requirements of this Part. 103(3) [Repealed] S.M. 2006, c. 11, s. 17 . S.M. 2001, c. 26, s. 33 ; S.M. 2006, c. 11, s. 17 . 104 [Repealed] S.M. 2001, c. 26, s. 34 ; S.M. 2006, c. 11, s. 17 . Where vote by ballot not required 105 If the aggregate number of securities represented at a meeting by proxies required to be voted for or against a particular matter or group of matters carries, to the knowledge of the chair of the meeting, less than 5% of the voting rights attached to the securities entitled to vote and represented at the meeting, the chair of the meeting has the right not to conduct a vote by way of ballot on any such matter or group of matters unless a poll is demanded at the meeting or, if the reporting issuer is a company, is required by the laws of the jurisdiction of its incorporation. S.M. 2001, c. 26, s. 35 . Undertakings 106(1) The commission may in its discretion direct the Director to refuse to issue a receipt for a prospectus until such time as the issuer proposing to distribute securities to be offered by the prospectus delivers or causes to be delivered to the commission undertakings satisfactory to the commission in which the issuer and, if it is a company, such of its directors and officers as the commission may designate undertake to comply with this Part or such of the provisions thereof as the commission may specify. Refusal of receipt 106(2) The commission may if satisfied that an undertaking given under subsection (1) has not been complied with, direct the Director either to refuse to issue a receipt for a prospectus relating to securities of the issuer that previously delivered an undertaking to the commission, or to refuse to issue such receipt unless the issuer and, if it is a company, such of its directors and officers as the commission may designate have agreed to comply with such terms and conditions relating to proxies and proxy solicitation as may be imposed by the commission. 106(3) [Repealed] S.M. 2006, c. 11, s. 17 . S.M. 2001, c. 26, s. 36 ; S.M. 2006, c. 11, s. 17 ; S.M. 2007, c. 12, s. 3 . 107 [Repealed] S.M. 2006, c. 11, s. 17 . PART XI INSIDER TRADING Interpretation 108 For the purposes of this Part, (a) every director or senior officer of a company that is itself an insider of a reporting issuer is deemed to be an insider of that reporting issuer; (b) the acquisition or disposition by an insider of a put, call, or other transferable option with respect to a security is deemed a change in the beneficial ownership of the security to which the transferable option relates; and (c) for the purpose of reporting under section 109, ownership is deemed to pass at such time as an offer to sell is accepted by the purchaser or the purchaser's agent or an offer to buy is accepted by the vendor or the vendor's agent. S.M. 2001, c. 26, s. 37 ; S.M. 2006, c. 11, s. 18 ; S.M. 2007, c. 12, s. 30 ; S.M. 2011, c. 12, s. 3 . Designating a person or company as an insider 108.1 If the commission considers that it is not prejudicial to the public interest to do so, the commission may, after a hearing, make an order designating (a) a person or company to be an insider; or (b) an issuer or class of issuers to be, or not to be, a mutual fund or a non-redeemable investment fund. S.M. 2007, c. 12, s. 31 . Insider reports 109 An insider of a reporting issuer shall file reports and make disclosure in accordance with the regulations. S.M. 2001, c. 26, s. 38 ; S.M. 2006, c. 11, s. 19 ; S.M. 2007, c. 12, s. 32 . Reports may be inspected 110(1) A report filed with the commission under this Part or under the regulations made for the purposes of this Part shall be open to public inspection in the manner specified in the regulations. Publication of summary 110(2) The commission (a) may, in whatever manner it considers appropriate, publish a summary of the information contained in the reports filed under this Part or under the regulations made for the purposes of this Part; and (b) may request or authorize the publication of the summary in any publication issued by the Government of Canada, the government of a province, or an agency of such a government. S.M. 2001, c. 26, s. 39 ; S.M. 2007, c. 12, s. 32 . 111 [Repealed] S.M. 2001, c. 26, s. 40 ; S.M. 2006, c. 11, s. 20 . Meaning of "control or direction over a security" 111.1(1) In this section, "control or direction over a security" does not include the right to cast a vote in respect of that security at a meeting by virtue only of a proxy that complies with the regulations. Early warning 111.1(2) If a person or company acquires direct or indirect beneficial ownership of, or direct or indirect control or direction over, securities of a prescribed type or class of a reporting issuer representing a prescribed percentage of the outstanding securities of that type or class, the person or company and any person or company acting jointly or in concert with the person or company must (a) make and file disclosure in accordance with the regulations; and (b) comply with any prohibitions in the regulations on transactions in the reporting issuer's securities. S.M. 2007, c. 12, s. 33 ; S.M. 2011, c. 12, s. 4 . Definitions 112(1) The following definitions apply in this section and in sections 112.1, 112.2, 113, 114 and 136. "material change" , in relation to the affairs of a reporting or other issuer, means a change in the business, operations or capital of the reporting or other issuer that would reasonably be expected to have a significant effect on the market price or value of any of its securities and includes a decision to implement such a change made by its board of directors, if it is a company, or by its senior management who believe that confirmation of the decision by the board of directors is probable. (« changement important ») "material fact" , in relation to securities issued or proposed to be issued, means a fact that significantly affects, or would reasonably be expected to significantly affect, the market price or value of the securities. (« fait important ») "person or company in a special relationship with a reporting or other issuer" means (a) a person or company that is an insider, affiliate or associate of, (i) the reporting or other issuer, (ii) a person or company that is proposing to make a take-over bid, as defined in Part IX, for the securities of the reporting or other issuer, (iii) a person or company that is proposing to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with the reporting or other issuer, or (iv) a person or company that is proposing to acquire a substantial portion of the property of a reporting or other issuer; (b) a person or company that is engaging in or proposes to engage in any business or professional activity with or on behalf of the reporting or other issuer or with or on behalf of a person or company described in subclause (a)⁠(ii), (iii) or (iv); (c) a person who is a director, officer or employee of the reporting or other issuer or of a person or company described in subclause (a)⁠(ii), (iii) or (iv) or clause (b); (d) a person or company that learned of the material fact or material change with respect to the reporting or other issuer while the person or company was a person or company described in clause (a), (b) or (c); or (e) a person or company that learns of a material fact or material change with respect to the reporting or other issuer from any other person or company described in this subsection, including a person or company described in this clause, and knows or ought reasonably to have known that the other person or company is a person or company in such a relationship. (« personne ou compagnie ayant des relations particulières avec un émetteur assujetti ou autre ») "reporting or other issuer" means (a) a reporting issuer; or (b) another issuer whose securities are traded in a primary distribution to the public in Manitoba or elsewhere. (« émetteur assujetti ou autre ») Security 112(1.1) For the purpose of this section and sections 112.1, 112.2, 113, 114 and 136, a security of an issuer is deemed to include (a) a put, call, option or other right or obligation to purchase or sell securities; (b) a security whose market price is derived, in whole or in part, from the market price of the securities of the issuer; and (c) a related derivative. Trading with knowledge of undisclosed information 112(2) No person or company in a special relationship with a reporting or other issuer shall purchase or sell securities of the reporting or other issuer with the knowledge of a material fact or material change with respect to the reporting or other issuer that has not been generally disclosed. Tipping 112(3) No reporting or other issuer and no person or company in a special relationship with a reporting or other issuer shall, other than in the necessary course of business, inform another person or company of a material fact or material change with respect to the reporting or other issuer before the fact or change has been generally disclosed. S.M. 2001, c. 26, s. 41 ; S.M. 2011, c. 12, s. 5 ; S.M. 2012, c. 12, s. 33 . Prohibition on early disclosure of material information 112.1 A person or company that proposes to (a) make a take-over bid, as defined in Part IX, for the securities of a reporting or other issuer; (b) become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting or other issuer; or (c) acquire a substantial portion of the property of a reporting or other issuer; must not inform another person or company of a material fact or material change with respect to the reporting or other issuer before it has been generally disclosed unless the information is given in the necessary course of business to effect the take-over bid, business combination or acquisition. S.M. 2011, c. 12, s. 5 . Defences re sections 112 and 112.1 112.2 A person or company must not be found to have contravened subsection 112(2) or (3) or section 112.1 if the person or company proves that (a) the person or company reasonably believed that the material fact or material change had been generally disclosed; or (b) the material fact or material change was known or ought reasonably to have been known to the seller or purchaser. S.M. 2011, c. 12, s. 5 . Misleading or untrue statements 112.3(1) A person or company must not make a statement that the person or company knows or reasonably ought to know (a) in a material respect and at the time and in the light of the circumstances under which it is made, is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading; and (b) would reasonably be expected to have a significant effect on the market price or value of a security or derivative. No statutory right of action for damages 112.3(2) A breach of subsection (1) does not give rise to a statutory right of action for damages otherwise than under Part XIV or XVIII. S.M. 2011, c. 12, s. 5 ; S.M. 2012, c. 12, s. 34 . Liability for non-disclosure 113(1) Every person or company in a special relationship with a reporting or other issuer who purchases or sells securities of the reporting or other issuer with knowledge of a material fact or material change with respect to the reporting or other issuer that has not been generally disclosed is liable to compensate the seller or purchaser of the securities for damages as a result of the trade unless the person or company in the special relationship with the reporting or other issuer proves that (a) the person or company reasonably believed that the material fact or material change had been generally disclosed; or (b) the material fact or material change was known or ought reasonably to have been known to the seller or purchaser. Liability for tipping 113(2) Except as provided in subsection (2.1), every person or company (a) that is a reporting or other issuer; (b) that is a person or company in a special relationship with a reporting or other issuer; or (c) that proposes (i) to make a take-over bid, as defined in Part IX, for the securities of a reporting or other issuer, (ii) to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting or other issuer, or (iii) to acquire a substantial portion of the property of a reporting or other issuer; and that informs another person or company of a material fact or material change with respect to the reporting or other issuer that has not been generally disclosed is liable to compensate for damages any person or company that thereafter sells securities of that issuer to or purchases securities of that issuer from the person or company that received the information. Defences to liability for tipping 113(2.1) A person or company is not liable under subsection (2) if the person or company proves that (a) the person or company reasonably believed that the material fact or material change had been generally disclosed; (b) the material fact or material change was known or ought reasonably to have been known to the seller or purchaser; (c) in the case of an action against a reporting or other issuer or a person or company in a special relationship with the reporting or other issuer, the information was given in the necessary course of business; or (d) in the case of an action against a person or company described in subclause (2)⁠(c)⁠(i), (ii) or (iii), the information was given in the necessary course of business to effect the take-over bid, business combination or acquisition. Liability for using inside information about mutual funds or managed portfolios 113(3) A person or company that (a) has access to information concerning the investment program of a mutual fund in Manitoba or the investment portfolio managed for a client by a dealer or adviser; and (b) uses that information for the person's or company's direct benefit or advantage to purchase or sell, for the person's or company's account, securities of a reporting or other issuer whose securities are included in the mutual fund's security portfolio or the investment portfolio managed by the dealer or adviser; is accountable to the mutual fund or the client of the dealer or adviser for any benefit or advantage received or receivable as a result of such purchase or sale. Accountability for benefit or advantage 113(4) A person or company that is an insider, affiliate or an associate of a reporting or other issuer that (a) sells or purchases the securities of the reporting or other issuer with knowledge of a material fact or material change with respect to the reporting or other issuer that has not been generally disclosed; or (b) communicates to another person, other than in the necessary course of business, knowledge of a material fact or material change with respect to the reporting or other issuer that has not been generally disclosed; is accountable to the reporting or other issuer for any benefit or advantage received or receivable by the person or company as a result of the purchase, sale or communication, unless the person or company proves that the person or company reasonably believed that the material fact or material change had been generally disclosed. Joint and several liability 113(5) If more than one person or company referred to in subsection (1), (2), (3) or (4) is liable under that subsection as to the same transaction or series of transactions, their liability is joint and several. Measure of damages 113(6) In assessing damages under subsection (1) or (2), the court shall consider, (a) if the plaintiff is a purchaser, the price that he paid for the security less the average market price of the security in the 20 trading days following general disclosure of the material fact or material change; or (b) if the plaintiff is a vendor, the average market price of the security in the 20 trading days following general disclosure of the material fact or material change less the price that he received for the security, but the court may instead consider such other measures of damages as may be relevant in the circumstances. 113(7) and (8) [Repealed] S.M. 2011, c. 12, s. 6 . S.M. 2001, c. 26, s. 42 ; S.M. 2006, c. 11, s. 21 ; S.M. 2011, c. 12, s. 6 . Order to commence action for accounting 114(1) A person or company may apply to the Court of King's Bench for an order requiring the commission to commence or continue an action in the name and on behalf of the reporting or other issuer to enforce the liability created by subsection 113(4) if the person or company (a) was at the time of the sale, purchase or communication referred to in that subsection; or (b) is at the time of the application; an owner of securities of the reporting or other issuer. Grounds for making order 114(2) The court may make the order on such terms as to security for costs or otherwise as it considers appropriate, but only if it is satisfied that the person or company has reasonable grounds for believing that the reporting or other issuer has a cause of action under subsection 113(4) and that (a) the reporting or other issuer has refused or failed to commence an action under that subsection within 60 days after receiving a written request from the person or company to commence the action; or (b) the reporting or other issuer has failed to prosecute diligently an action commenced by it under that subsection. Notice to issuer and commission 114(3) The reporting or other issuer and the commission (a) must be given notice of an application under subsection (1); and (b) are parties to the application and may appear and be heard on it. Order requiring issuer to co-operate 114(4) An order made under this section must require the reporting or other issuer to (a) co-operate fully with the commission in instituting or prosecuting the action;

and (b) make available to the commission all books, records, documents and other material or information relevant to the action known to or reasonably ascertainable by the reporting or other issuer. S.M. 2001, c. 26, s. 43 ; S.M. 2006, c. 11, s. 22 ; S.M. 2011, c. 12, s. 7 . 115 [Repealed] S.M. 2001, c. 26, s. 44 . Exemption and extension orders 116 The commission may, with or without conditions, make an order extending the time for complying with, or exempting a person or company from complying with, a requirement of this Part or the regulations made for the purposes of this Part, if (a) the requirement of this Part or the regulations conflicts with a requirement of the laws of the jurisdiction in which the reporting issuer is incorporated; (b) the laws of the jurisdiction in which the reporting issuer is incorporated contain a substantially similar requirement; or (c) the commission is satisfied that the order is otherwise justified. S.M. 1991-92, c. 22, s. 5 ; S.M. 2001, c. 26, s. 45 ; S.M. 2006, c. 11, s. 23 ; S.M. 2007, c. 12, s. 34 . Undertakings 117(1) The commission may in its discretion direct the Director to refuse to issue a receipt for a prospectus until such time as the issuer proposing to distribute securities to be offered by the prospectus delivers or causes to be delivered to the commission undertakings satisfactory to the commission in which the issuer, if it is a company, undertakes to cause its present and future directors and senior officers to comply with this Part and the regulations made for the purposes of this Part, and in which the directors and senior officers of the issuer then in office undertake to comply with this Part and those regulations. Refusal of receipt 117(2) The commission may in its discretion, if satisfied that an undertaking given under subsection (1) has not been complied with, direct the Director either to refuse to issue a receipt for a prospectus relating to securities of an issuer which previously delivered an undertaking to the commission, or to refuse to issue the receipt unless the issuer, its directors and its senior officers, have agreed to comply with terms and conditions relating to insider trading as may be imposed by the commission. S.M. 2001, c. 26, s. 46 ; S.M. 2002, c. 47, s. 16 ; S.M. 2007, c. 12, s. 35 . PART XII FINANCIAL DISCLOSURE 118 and 119 [Repealed] S.M. 2001, c. 26, s. 47 and 48; S.M. 2006, c. 11, s. 23 . Documents to be filed 120 A reporting issuer must file with the commission the documents required by this Act and the regulations, including its financial statements and auditor's report. The documents must be prepared and filed in accordance with the regulations. S.M. 2001, c. 26, s. 49 ; S.M. 2006, c. 11, s. 24 . 121 to 130 [Repealed] S.M. 2001, c. 26, s. 50 to 58; S.M. 2006, c. 11, s. 25 . Exemption from requirements 131 Upon the application of a person or company that is or may become a reporting issuer, the commission may make an order, with or without conditions, exempting the person or company in whole or in part from the requirements of this Part or the regulations, if the commission is of the opinion that the exemption would not prejudice the public interest and is adequately justified in the circumstances. S.M. 1991-92, c. 22, s. 6 ; S.M. 2001, c. 26, s. 59 ; S.M. 2006, c. 11, s. 26 . Undertakings 132 The commission may in its discretion direct the Director to refuse to issue a receipt for a prospectus until the issuer proposing to distribute the securities to be offered by the prospectus delivers or causes to be delivered to the commission undertakings satisfactory to the commission in which the issuer undertakes to comply with this Part. S.M. 2001, c. 26, s. 60 ; S.M. 2007, c. 12, s. 3 . Refusal of receipt 133 The commission may in its discretion, if satisfied that an undertaking given under section 132 has not been complied with, direct the Director either to refuse to issue a receipt for a prospectus relating to securities of the issuer that previously delivered an undertaking to the commission or to refuse to issue such receipt unless the issuer has agreed to comply with the terms and conditions relating to financial disclosure imposed by the commission. S.M. 2001, c. 26, s. 61 ; S.M. 2007, c. 12, s. 3 . Inspection of filed material 134 The financial statements, auditor's reports thereon, interim financial statements, and additional financial information, filed with the commission under this Part shall be open to public inspection at the offices of the commission during normal business hours of the commission. 135 [Repealed] S.M. 2001, c. 26, s. 62 ; S.M. 2006, c. 11, s. 27 . PART XIII OFFENCES AND PENALTIES General offences 136(1) Every person or company that (a) makes a statement in any material, evidence, or information submitted or given under this Act or the regulations to the commission, its representative, or the Director, or to any person appointed to make an investigation or audit under this Act, that, at the time, and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statement false or misleading; or (b) makes a statement in any application, report, prospectus, return, financial statement, disclosure document in respect of a designated derivative, or other document, required to be filed or furnished under this Act or the regulations that, at the time, and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or that omits to state any material fact, the omission of which makes the statement false or misleading; or (c) contravenes this Act, the regulations or a rule specified in a regulation under clause 149(cc); or (d) fails to observe or comply with any order, direction or other requirement made under this Act or the regulations; is guilty of an offence and is liable on summary conviction to a fine of not more than $5,000,000. or imprisonment for a term of not more than five years less a day, or both. Defence 136(2) No person or company is guilty of an offence under clause (1)⁠(a) or (b) if (a) he did not know that the statement was false or misleading; (b) in the exercise of reasonable diligence he could not have known that the statement was false or misleading; and (c) upon becoming aware that the statement was false or misleading, he forthwith took steps to notify the commission that the statement was false or misleading. Directors and officers 136(3) Where a company or a person other than an individual is guilty of an offence under subsection (1), every director or officer of such company or person who authorized, permitted, or acquiesced in the offence is guilty of the offence and is liable on summary conviction to a fine of not more than $5,000,000. or imprisonment for a term of not more than five years less a day, or both. Contravention of subsection 112(2) or (3) or section 112.1 136(4) Where a person or company has contravened subsection 112(2) or (3) or section 112.1 and the person or company has made a profit by reason of the contravention, the fine to which the person or company is liable shall be not less than the profit made by the person or company by reason of the contravention and not more than the greater of, (a) $5,000,000.; and (b) an amount equal to triple the profit made by such person or company by reason of the contravention; and the maximum fine referred to in subsection (1) or (3) does not apply in such circumstances. Definition 136(5) For the purposes of subsection (4), "profit" means, (a) in respect of a security other than anything deemed to be a security under subsection 112(1.1), if the accused purchased a security in contravention of subsection 112(2), the average market price of the security in the 20 trading days following general disclosure of the material fact or material change less the amount that the accused paid for the security; (b) in respect of a security other than anything deemed to be a security under subsection 112(1.1), if the accused sold a security in contravention of subsection 112(2), the amount that the accused received for the security less the average market price of the security in the 20 trading days following general disclosure of the material fact or material change; (b.1) in respect of anything deemed to be a security under subsection 112(1.1), such amount as may be prescribed by or determined in accordance with the regulations; (c) if the accused informed another person or company of a material fact or material change in contravention of subsection 112(3) or section 112.1 and received any direct or indirect consideration for providing such information, the value of the consideration received. S.M. 1989-90, c. 54, s. 7 ; S.M. 1993, c. 48, s. 38 ; S.M. 1996, c. 50, s. 4 ; S.M. 2006, c. 11, s. 28 ; S.M. 2007, c. 12, s. 3 and 36; S.M. 2011, c. 12, s. 8 ; S.M. 2012, c. 12, s. 36 . Time limitation 137 Notwithstanding any other Act of the Legislature, proceedings to prosecute a person or company for an offence under this Act may be commenced at any time within two years after the facts upon which the proceedings are based first come to the knowledge of the commission; but the proceedings to prosecute a person or company for an offence under this Act shall not be commenced after eight years after the date on which the offence was committed. S.M. 1992, c. 58, s. 32 . More than one offence 138(1) An information or complaint in respect of any contravention of this Act may be for one or more offences; and no information, complaint, summons, warrant, conviction, or other proceedings in any prosecution under this Act is objectionable or insufficient by reason of the fact that it relates to two or more offences. Continuing offence 138(2) When a contravention of section 6 or 37, subsection 62(3), section 68, 74, 76, 77 or 139, subsection 148(3) or section 159 continues for more than one day, the person or company is guilty of a separate offence for each day the contravention continues. S.M. 2007, c. 12, s. 37 ; S.M. 2012, c. 12, s. 37 . PART XIV GENERAL PROVISIONS Exchanges 139(1) No person or company shall carry on business as an exchange in the province unless it is recognized in writing as such by the commission. Powers re exchanges 139(2) The commission may, where it appears to it to be in the public interest, make any direction, order, determination or ruling (a) with respect to the manner in which any exchange in the province carries on business; (b) with respect to an internal regulation, ruling or instruction of any exchange in the province; (c) with respect to trading on or through the facilities of any exchange in the province, or with respect to any security listed for trading on any exchange in the province; or (d) to ensure that companies whose securities are listed for trading on any exchange in the province comply with this Act and the regulations. S.M. 2001, c. 26, s. 63 ; S.M. 2012, c. 12, s. 38 . Records in exchanges 140 Every exchange in the province shall keep a record showing the time at which each transaction on the exchange took place, and shall supply to any customer of any member of the exchange, upon production of a written confirmation of any transaction with the member, particulars of the time at which the transaction took place and verification or otherwise of the matters set forth in the confirmation. S.M. 2012, c. 12, s. 12 . Meaning of "misrepresentation" in certain sections 140.1 The following definitions apply in sections 141, 141.1 and 141.1.1. "material fact" , in relation to securities issued or proposed to be issued, means a fact that would reasonably be expected to have a significant effect on the market price or value of the securities. (« fait important ») "misrepresentation" means (a) an untrue statement of a material fact; (b) an omission to state a material fact that is required to be stated; or (c) an omission to state a material fact that is necessary to be stated in order for a statement not to be misleading. (« information fausse et trompeuse ») S.M. 2007, c. 12, s. 38 . Statutory rights — damages re misrepresentation in prospectus 141(1) If a prospectus contains a misrepresentation, a purchaser who purchases a security offered by it during the distribution period is deemed to have relied on the misrepresentation and has a right of action for damages against (a) the issuer or a selling security holder on whose behalf the distribution is made; (b) each underwriter of the securities that is in a contractual relationship with the issuer or selling security holder on whose behalf the distribution is made; (c) every director of the issuer at the time the prospectus was filed; (d) every person or company whose consent to disclosure of information in the prospectus has been filed, but only with respect to reports, opinions or statements that have been made by them; and (e) every person or company, other than the ones referred to in clauses (a) to (d), who signed the prospectus. Statutory rights — rescission re misrepresentation in prospectus 141(2) If a prospectus contains a misrepresentation, a purchaser who purchases a security offered by it during the distribution period is deemed to have relied on the misrepresentation and has a right of action for rescission against (a) the issuer or a selling security holder on whose behalf the distribution is made; and (b) any underwriter of the securities. No action for damages if recission 141(3) If the purchaser chooses to exercise a right of action for rescission against a person or company, the purchaser has no right of action for damages against that person or company. Defence when securities purchased with knowledge 141(4) No person or company is liable under subsection (1) or (2) if the person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation. Other defences 141(5) No person or company, other than the issuer or selling security holder, is liable under subsection (1) or (2) if the person or company proves (a) that the prospectus was filed without the person's or company's knowledge or consent and that, after becoming aware that it was filed, the person or company promptly gave reasonable general notice that it was filed; (b) that, between the issuance of a receipt for the prospectus and the purchaser's purchase of the securities, and after becoming aware of any misrepresentation in the prospectus, the person or company (i) withdrew the person's or company's consent to the prospectus, and (ii) gave reasonable general notice of the withdrawal and the reason for it; (c) that, with respect to any part of the prospectus purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert's report, opinion or statement, the person or company did not have any reasonable grounds to believe and did not believe that (i) there had been a misrepresentation, or (ii) the relevant part of the prospectus (A) did not fairly represent the report, opinion or statement of the expert, or (B) was not a fair copy of, or an extract from, the expert's report, opinion or statement; (d) that, with respect to any part of the prospectus purporting to be made on the person's or company's own authority as an expert or purporting to be a copy of, or an extract from, the person's or company's own report, opinion or statement as an expert, but that contains a misrepresentation attributable to a failure to represent fairly the person's or company's report, opinion or statement as an expert, (i) the person or company had, after reasonable investigation, reasonable grounds to believe and did believe that the part of the prospectus fairly represented the person's or company's report, opinion or statement, or (ii) after becoming aware that the part of the prospectus did not fairly represent the person's or company's report, opinion or statement as an expert, the person or company promptly advised the Director and gave reasonable general notice that misuse had been made of it and that the person or company would not be responsible for that part of the prospectus; or (e) that, with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of, or an extract from, a public official document, (i) it was a correct and fair representation of the statement or copy of, or extract from, the document, and (ii) the person or company had reasonable grounds to believe and did believe that the statement was true. When expert not liable for own report 141(6) No person or company, other than the issuer or selling security holder, is liable under subsection (1) or (2) with respect to any part of the prospectus purporting to be made on the person's or company's own authority as an expert or purporting to be a copy of, or an extract from, the person's or company's own report, opinion or statement as an expert unless the person or company (a) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or (b) believed there had been a misrepresentation. When others not liable for expert's report 141(7) No person or company, other than the issuer or selling security holder, is liable under subsection (1) or (2) with respect to any part of the prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, an expert's report, opinion or statement, unless the person or company (a) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or (b) believed there had been a misrepresentation. Limit on amount recoverable 141(8) The amount recoverable under this section shall not exceed the price at which the securities were offered to the public. Limit on amount recoverable from underwriter 141(9) An underwriter is not liable for more than the total public offering price represented by the portion of the distribution underwritten by the underwriter. Limit on particular defendant's liability 141(10) In an action for damages under subsection (1), the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation. Joint and severable liability 141(11) All or any one or more of the persons or companies specified in subsection (1) that are found to be liable or accept liability under this section are jointly and severally liable. Rights when no receipt issued for prospectus 141(12) If in a distribution of securities (a) no receipt for a prospectus was issued; (b) no exemption exists or was given exempting the filing of a prospectus; and (c) a misrepresentation existed in respect of the distribution; each purchaser of the securities has a right of rescission and a right of action for damages as if a prospectus containing the misrepresentation had been filed in respect of the distribution. Defendant may recover contribution 141(13) A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person or company that is jointly and severally liable under this section to make the same payment in the same cause of action unless, in all circumstances of the case, the court is satisfied that it would not be just and equitable. Rights are in addition to other rights 141(14) The right of action for rescission or damages conferred by this section is in addition to and does not derogate from any other right that the purchaser may have at law. Deemed misrepresentation 141(15) If a misrepresentation is contained in a record that is incorporated by reference in, or that is deemed to be incorporated by reference into, a prospectus, the misrepresentation is deemed to be contained in the prospectus. S.M. 2007, c. 12, s. 39 . Statutory rights — offering memorandum 141.1(1) When an offering memorandum contains a misrepresentation, a purchaser who purchases a security offered by the offering memorandum is deemed to have relied on the representation if it was a misrepresentation at the time of purchase and has (a) a right of action for damages against (i) the issuer, (ii) every director of the issuer at the date of the offering memorandum, and (iii) every person or company who signed the offering memorandum; and (b) a right of rescission against the issuer. No action for damages if recission 141.1(2) If the purchaser chooses to exercise a right of rescission against the issuer, the purchaser has no right of action for damages against a person or company referred to in clause (1)⁠(a). Defences 141.1(3) Subject to subsection (4), when a misrepresentation is contained in an offering memorandum, no person or company is liable under subsection (1) (a) if the person or company proves that the purchaser had knowledge of the misrepresentation; (b) if the person or company proves (i) that the offering memorandum was sent to the purchaser without the person's or company's knowledge or consent, and (ii) that, after becoming aware that it was sent, the person or company promptly gave reasonable notice to the issuer that it was sent without the person's or company's knowledge and consent; (c) if the person or company proves that, after becoming aware of the misrepresentation, the person or company withdrew the person's or company's consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it; (d) if, with respect to any part of the offering memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert's report, opinion or statement, the person or company proves that the person or company did not have any reasonable grounds to believe and did not believe that (i) there had been a misrepresentation, or (ii) the relevant part of the offering memorandum (A) did not fairly represent the expert's report, opinion or statement, or (B) was not a fair copy of, or an extract from, the expert's report, opinion or statement; or (e) with respect to any part of the offering memorandum not purporting to be made on an expert's authority and not purporting to be a copy of, or an extract from, an expert's report, opinion or statement, unless the person or company (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed there had been a misrepresentation. Exception 141.1(4) Clauses (3)⁠(b) to (e) do not apply to the issuer. Limit on amount recoverable 141.1(5) The amount recoverable under this section shall not exceed the price at which the securities were offered under the offering memorandum. Damages not recoverable 141.1(6) In an action for damages pursuant to subsection (1), the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation. Joint and severable liability 141.1(7) All or any one or more of the persons or companies specified in subsection (1) that are found to be liable or accept liability under this section are jointly and severally liable. Defendant may recover contribution 141.1(8) A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is jointly and severally liable under this section to make the same payment in the same cause of action unless, in all circumstances of the case, the court is satisfied that it would not be just and equitable. Rights are in addition to other rights 141.1(9) The rights of action for rescission or damages conferred by this section are in addition to and do not derogate from any other right that the purchaser may have at law. Deemed misrepresentation 141.1(10) If a misrepresentation is contained in a record that is incorporated by reference in, or that is deemed to be incorporated into, an offering memorandum, the misrepresentation is deemed to be contained in the offering memorandum. S.M. 2006, c. 11, s. 29 ; S.M. 2007, c. 12, s. 40 . Statutory rights — misrepresentation in take-over bid circular or notice of change or variation 141.1.1(1) If a take-over bid circular or a notice of change to or variation in a circular is sent to the holders of securities of an offeree issuer or to the holders of securities convertible into securities of an offeree issuer as required under the regulations and that document contains a misrepresentation, each of those holders (a) is deemed to have relied on the misrepresentation; and (b) may choose to exercise a right of action (i) for rescission or damages against the offeror, or (ii) for damages against (A) every person who, at the time the circular or notice was signed, was a director of the offeror, (B) every person or company whose consent has been filed pursuant to a requirement of the regulations, but only with respect to reports, opinions or statements that have been made by them, and (C) each person, other than the ones referred to in paragraph (A), who signed a certificate in the circular or notice. Statutory rights — misrepresentation in directors' circular 141.1.1(2) If a directors' circular, an individual director's or officer's circular or a notice of change to or variation in one of those circulars is sent to security holders of an offeree issuer as required under the regulations and that document contains a misrepresentation, each of the persons or companies to whom the circular or notice was sent is deemed to have relied on the misrepresentation and, (a) in respect of a misrepresentation in a directors' circular or a notice of change to or variation in such a circular, has a right of action for damages against (i) every director or officer who signed the circular or notice of change or variation, and (ii) every person or company whose consent has been filed pursuant to a requirement of the regulations, but only with respect to reports, opinions or statements that have been made by them; and (b) in respect of a misrepresentation in an individual director's or officer's circular, or a notice of change to or variation in such a circular, has a right of action for damages against (i) every director or officer who signed the circular or notice of change or variation, and (ii) every person or company whose consent has been filed pursuant to the regulations, but only with respect to reports, opinions or statements that have been made by them. Application to issuer bid circulars 141.1.1(3) The provisions of subsection (1) apply, with necessary changes, to (a) an issuer bid circular that contains a misrepresentation; or (b) a notice of change to or variation in an issuer bid circular that contains a misrepresentation. Defence when security holder has knowledge 141.1.1(4) No person or company is liable under subsection (1), (2) or (3) if the person or company proves that the security holder had knowledge of the misrepresentation. Other defences 141.1.1(5) No person or company, other than the offeror, is liable under subsection (1), (2) or (3) if the person or company proves that (a) the circular or the notice of change or variation was sent without the person's or company's knowledge or consent and that, after becoming aware of it, the person or company promptly gave reasonable general notice that it was sent without knowledge or consent; (b) after the circular or the notice of change or variation was sent and the person or company became aware of a misrepresentation in it, the person or company promptly (i) withdrew the person's or company's consent to it, and (ii) gave reasonable general notice of the withdrawal and the reason for it; (c) with respect to any part of the circular or notice of change or variation purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert's report, opinion or statement, the person or company had no reasonable grounds to believe and did not believe (i) that there had been a misrepresentation, or (ii) that the relevant part of the circular or notice of change or variation (A) did not fairly represent the expert's report, opinion or statement, or (B) was not a fair copy of, or extract from, the expert's report, opinion or statement; (d) with respect to any part of the circular or notice of change or variation purporting to be made on the person's or company's own authority as an expert or purporting to be a copy of, or an extract from, the person's or company's own report, opinion or statement as an expert, but that contains a misrepresentation attributable to a failure to represent fairly the person's or company's report, opinion or statement as an expert, (i) the person or company had, after conducting an investigation, reasonable grounds to believe and did believe that the part of the circular fairly represented the person's or company's report, opinion or statement as an expert, or (ii) after becoming aware that the part of the circular did not fairly represent the person's or company's report, opinion or statement as an expert, the person or company promptly advised the Director and gave reasonable general notice that misuse had been made of it and that the person 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 by an official person or contained in what purports to be a copy of, or extract from, a public official document, (i) it was a correct and fair representation of the statement or copy of, or extract from, the document, and (ii) the person or company had reasonable grounds to believe and did believe that the statement was true. When expert not liable for own report 141.1.1(6) No person or company, other than the offeror, is liable under subsection (1), (2) or (3) with respect to any part of the circular or notice of change or variation purporting to be made on the person's or company's own authority as an expert or purporting to be a copy of, or an extract from, the person's or company's own report, opinion or statement as an expert unless the person or company (a) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or (b) believed there had been a misrepresentation. When others not liable for expert's report 141.1.1(7) No person or company, other than the offeror, is liable under subsection (1), (2) or (3) with respect to any part of the circular or notice of change or variation not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, an expert's report, opinion or statement unless the person or company (a) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or (b) believed there had been a misrepresentation. Limit on particular defendant's liability 141.1.1(8) In an action for damages under subsection (1), (2) or (3) based on a misrepresentation affecting a security offered by the offeror in exchange for securities of the offeree issuer, the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation. Joint and several liability 141.1.1(9) All or any one or more of the persons or companies specified in subsection (1), (2) or (3) that are found to be liable or accept liability under this section are jointly and severally liable. Defendant may recover contribution 141.1.1(10) A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person or company that is jointly and severally liable under this section to make the same payment in the same cause of action unless, in all circumstances of the case, the court is satisfied that it would not be just and equitable. Rights are in addition to other rights 141.1.1(11) The right of action for rescission or damages conferred by this section is in addition to and without derogation from any other right that the security holders may have at law. Deemed misrepresentation 141.1.1(12) If a misrepresentation is contained in a record that is incorporated by reference in, or that is deemed to be incorporated by reference into, a take-over or issuer bid circular or a notice of change to or variation in such a circular, the misrepresentation is deemed to be contained in the circular or the notice of change or variation. S.M. 2007, c. 12, s. 41 . Defence to liability for misrepresentation 141.1.2 A person or company is not liable in an action under section 141, 141.1 or 141.1.1 for a misrepresentation in forward-looking information if the person or company proves that (a) the document containing the forward-looking information contained, proximate to that information, (i) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) a statement of the material factors or assumptions that were applied in drawing the conclusion or making the forecast or projection; and (b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information. S.M. 2007, c. 12, s. 41 . Statutory rights — failing to send required document 141.2 A person or company that is (a) a purchaser of a security to whom a prospectus or other prescribed document was required to be sent in compliance with the regulations, but was not so sent; (b) a security holder of an offeree issuer or another person or company that is not a security holder of an offeree issuer to which (i) a take-over bid and take-over bid circular, (ii) an issuer bid and issuer bid circular, or (iii) a notice of change to or variation in a bid or circular referred to in subclause (i) or (ii), was required to be sent in compliance with Part IX and the regulations made for the purposes of that Part, but was not so sent; or (c) a purchaser of a security to whom an offering memorandum was required to be sent in compliance with the regulations respecting offering memorandums, but was not sent within the time prescribed for sending the offering memorandum by those regulations; has a right of action for rescission or damages against the dealer, offeror or issuer who did not comply with the requirement. S.M. 2006, c. 11, s. 29 ; S.M. 2007, c. 12, s. 42 ; S.M. 2012, c. 12, s. 40 . Rescission re offering memorandum 141.3(1) A purchaser of a security to whom an offering memorandum is required to be sent may rescind the contract to purchase the security by sending a written notice of recission to the issuer not later than midnight on the second day, excluding Saturdays and holidays, after the purchaser signs the agreement to purchase the securities. Additional ways of rescinding mutual fund purchase 141.3(2) If the security purchased is a mutual fund security, the purchaser may also rescind the contract to purchase it by sending a written notice of rescission to the registered dealer from whom the purchase was made (a) not later than midnight on the second day, excluding Saturdays and holidays, after the purchaser receives the confirmation of purchase, in the case of a lump sum purchase; or (b) within 60 days after the purchaser receives the confirmation of purchase, in the case of the initial payment under a contractual plan. Limit on amount recoverable 141.3(3) Subject to subsection (5), the amount the purchaser is entitled to recover when exercising the right to rescind under this section shall not exceed the net asset value of the securities purchased, at the time the right to rescind is exercised. Recission re payments to be made 141.3(4) The right to rescind a purchase made under a contractual plan may be exercised only with respect to payments scheduled to be made within the time specified in subsection (2) for rescinding a purchase made under a contractual plan. Dealer to reimburse purchaser for sales charges and fees 141.3(5) If the security purchased is a mutual fund security, the dealer from whom the purchase was made must reimburse the purchaser who has exercised the purchaser's right of rescission in accordance with this section for the amount of sales charges and fees relevant to the purchaser's investment in the mutual fund in respect of the shares or units of which the notice of rescission was given. S.M. 2006, c. 11, s. 29 . Limitation period re prospectus misrepresentation 141.4(1) Unless otherwise provided in this Act, no action may be commenced to enforce a right created by section 141, (a) in the case of an action for rescission, more than 180 days after (i) the day that the plaintiff received the prospectus containing the misrepresentation, or (ii) the day that the plaintiff acquired the security that the prospectus relates to, whichever occurs later; or (b) in any other case, more than (i) 180 days after the day that the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) two years after the day of the transaction that gave rise to the cause of action, whichever occurs earlier. Limitation period re other rights of action 141.4(2) Unless otherwise provided in this Act, no action may be commenced to enforce a right created by section 141.1, 141.1.1 or 141.2, (a) in the case of an action for rescission, more than 180 days after the day of the transaction that gave rise to the cause of action; or (b) in any other case, more than (i) 180 days after the day that the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) two years after the day of the transaction that gave rise to the cause of action, whichever occurs earlier. S.M. 2006, c. 11, s. 29 ; S.M. 2007, c. 12, s. 43 . Protection from liability 142(1) No person may commence or maintain an action or other proceeding against the Crown, the commission, the Director or another person mentioned in subsection (1.1), for any act done in good faith, or any neglect or default, in the performance or intended performance in good faith of a responsibility or in the exercise or intended exercise in good faith of a power or discretion (a) under this Act or the regulations; or (b) under any other Act of the Legislature or other regulations under which the commission or the Director has responsibilities, powers or discretion. Other persons protected 142(1.1) The other persons protected from liability are (a) employees employed under the commission; (b) persons appointed under this Act or engaged in its administration; (c) persons appointed by the commission under any other Act of the Legislature; and (d) other persons acting for or under the direction of the commission or Director. Liability if complying with Act 142(2) No person or company has any rights or remedies, and no proceedings lie or shall be brought, against any other person or company in respect of any act or omission of that other person or company done or omitted in compliance or intended compliance with (a) any requirement, order or direction under this Act of (i) the commission or any member thereof; (ii) the Director; (iii) any person appointed by order of the minister under this Act; (iv) the minister; or (v) the representative of the minister, the commission, the Director or any person appointed by the minister under this Act; or (b) this Act and the regulations. Evidence in civil suits 142(3) Members of the commission, the Director and other persons employed under the commission are not required to give testimony in any civil suit to which the commission is not a party with regard to information obtained by them in the discharge of their official duties under this or any other Act of the Legislature. S.M. 2002, c. 32, s. 5 ; S.M. 2007, c. 12, s. 3 . Records of commission 143(1) The Director shall have charge of the records of the commission. Copies of public documents 143(2) Any person or company may obtain from the Director, on payment of the prescribed fee, a plain or certified copy of any order of the commission or of any other document in his custody which is open to public inspection. S.M. 2007, c. 12, s. 3 . Publishing list of defaulting reporting issuers 143.1 The commission may publish a list of reporting issuers who are in default of any requirement of this Act or the regulations. S.M. 2007, c. 12, s. 44 . Service of notices 144(1) Any notice or other document that is required to be served under this Act or in any proceeding or matter under the jurisdiction or control of the commission may, unless some other method of serving it is specifically provided in this or some other Act of the Legislature, be served (a) by personal service made (i) in the case of an individual, on that individual, or (ii) in the case of a partnership, on any partner, or (iii) in the case of a company or any unincorporated organization other than a partnership, on any officer or director of the company or organization; or (b) by registered or certified mail addressed to the last business or residential address of the person or company to be served known to the commission; or (c) in any case where the commission is satisfied that it is not practicable to effect service by either of the means mentioned in clauses (a) and (b), by such method as the commission may direct; or (d) in the case of a notice to the public, or to persons or companies who are too numerous to be served individually, by publishing the notice in such manner as the commission may direct. Time of service by registered mail 144(2) A notice sent by registered mail shall be deemed to have been served on the date on which it would be delivered in the ordinary course of the post. Time of service by certified mail 144(3) A notice sent by certified mail shall be deemed to have been served on the date on which it reached the premises to which it is addressed. Use of government services 145(1) For the purposes of any inquiry, investigation or examination conducted, ordered or authorized by it, or in the performance of any other duties assigned to it under this or any other Act of the Legislature, the commission may, with the consent of the minister in charge of a department of the government, avail itself of the services of any officer or other employee of the department. Commission exempt from certain fees 145(2) The district registrars of land titles districts throughout the province, and the several departments of the Government of Manitoba, shall furnish the commission with such certificates and certified copies of documents as the commission may in writing require without charge, and any member of the commission or person employed under the commission may at any time search in the public records of the Land Titles Office or of any other department without charge. Orders coming into force in future 146(1) The commission may direct, in any order, that the order or any portion or provision thereof comes into force (a) at a future fixed time; or (b) upon the happening of any contingency, event or condition specified in the order; or (c) upon the performance to the satisfaction of the commission, or a person named in the order for the purpose, of any terms that the commission may impose upon any party interested; and may direct that the whole or any portion of the order shall have force for a limited time only, or until the happening of a specified event. Interim order 146(2) The commission may, instead of making an order final in the first instance, make an interim order and reserve further directions, either for an adjourned hearing of the matter, or for further application. Only substantial compliance required 147 A substantial compliance with the requirements of this Act is sufficient to give effect to all orders, rules, acts, regulations or decisions of the commission or the Director; and an order, rule, act, regulation or decision is not inoperative, illegal or void for any omission of a technical nature with respect thereto. S.M. 2007, c. 12, s. 3 . Late filing of periodic disclosure 147.1(1) Despite subsection 148(1), if a person or company fails to file periodic disclosure as required by the regulations, the commission or the Director may, without providing an opportunity to be heard, make one or more of the following orders: (a) an order that trading in or purchasing cease in respect of any security or derivative specified in the order; (b) an order that a person or company cease trading in or purchasing securities or derivatives, specified securities or derivatives, or a class of securities or derivatives specified in the order. Notice of order 147.1(2) After making the order, the commission or the Director shall send written notice of the order to any person or company directly affected by it. S.M. 2007, c. 12, s. 45 ; S.M. 2012, c. 12, s. 42 . Order suspending trading 148(1) If the commission considers that it is in the public interest, it may, with or without conditions, order that trading in securities or derivatives by or of a person or company cease permanently or for a specified period. Except as allowed by subsection (2) or (3), the commission shall not make an order without a hearing. Temporary order 148(2) If the commission considers that the delay required for a hearing would be prejudicial to the public interest, it may make the order without notice to the person or company. An order made without notice expires 15 days after it is made. Extension of temporary order 148(3) A temporary order may be extended for any period that the commission considers necessary, if satisfactory information is not provided to the commission within the 15 day period. Notice of intention re order or hearing 148(4) The commission may give notice of its intention to make an order or to hold a hearing under this section (a) by publication in a newspaper of general circulation; or (b) in such other manner and to such persons as the commission considers appropriate. S.M. 2006, c. 11, s. 30 ; S.M. 2012, c. 12, s. 43 . Administrative penalties 148.1(1) The commission may order a person or company to pay an administrative penalty of not more than $100,000. in the case of an individual, or not more than $500,000. in the case of any other person or company, if after a hearing (a) it determines that the person or company has contravened or failed to comply with (i) a provision of this Act or the regulations, (ii) a direction, decision, order or ruling of the commission, or a rule made under subsection 149.1(1), (iii) a written undertaking made by the person or company to the commission or the Director, or (iv) a term or condition of the person or company's registration; and (b) it considers the penalty to be in the public interest. Administrative penalties against others 148.1(1.1) If after a hearing the commission (a) determines that (i) a company or a person other than an individual has committed a contravention or failure referred to in clause (1)⁠(a), and (ii) a director or officer of the person or company, or another person other than an individual, authorized, permitted or acquiesced in the contravention or failure; and (b) considers that the order is in the public interest; the commission may order the director or officer or the other person to pay an administrative penalty of not more than $100,000. in the case of an individual, or not more than $500,000. in any other case.

Administrative penalties are in addition to other sanctions 148.1(2) The commission may make an order under subsection (1) or (1.1) despite the imposition of any other penalty or sanction on the person or company, or the making of any other order by the commission, related to the same matter. S.M. 2001, c. 26, s. 64 ; S.M. 2007, c. 12, s. 3 and 46; S.M. 2025, c. 11, s. 40 . Compensation for financial losses 148.2(1) On the application of a claimant, the Director may, when the commission holds a hearing about a person or company, request it to make an order that the person or company pay the claimant compensation for financial loss. Director's decision not reviewable 148.2(2) Despite subsection 29(1), the Director's decision whether to make a request is not reviewable. Order by commission 148.2(3) When so requested by the Director, the commission may order the person or company to pay the claimant compensation of not more than $250,000. for the claimant's financial loss, if after the hearing the commission (a) determines that the person or company has contravened or failed to comply with (i) a provision of this Act or the regulations, (ii) a direction, decision, order or ruling of the commission, or a rule made under subsection 149.1(1), (iii) a written undertaking made by the person or company to the commission or the Director, or (iv) a term or condition of the person or company's registration; (b) is able to determine the amount of the financial loss on the evidence; and (c) finds that the person or company's contravention or failure caused the financial loss in whole or in part. Compensation orders against employers and others 148.2(4) If the contravention or failure occurs in the course of the person or company's employment by another person or company, or while the person or company is acting on behalf of the other in any other capacity, the commission may order the other person or company to jointly and severally pay the claimant the financial compensation ordered under subsection (3). Meaning of "employment" 148.2(5) For the purposes of subsection (4), a person or company is employed by another person or company when (a) an employer–employee relationship exists; or (b) the first person or company is registered under this Act through the second person or company. Compensation order is in addition to other sanctions 148.2(6) The commission may make an order despite the imposition of any other penalty or sanction on the person or company, or the making of any other order by the commission, related to the same matter. Court proceedings take precedence 148.2(7) The commission shall not make an order if the claimant has commenced a civil court proceeding for compensation for the same loss. Claimant to inform commission about action 148.2(8) A claimant shall inform the commission without delay after commencing a civil court proceeding for the same loss. No right of action after hearing begins 148.2(9) Once the commission opens a hearing where a claim for compensation for financial loss is one of the matters before it, the claimant is not entitled to commence a civil court proceeding for compensation for the same loss or any unclaimed loss arising out of the same transaction. Enforcement of order 148.2(10) Despite subsection (9), a claimant in whose favour the commission makes an order may file a certified copy in the Court of King's Bench. The filed order is enforceable as a judgment of the court in favour of the claimant and against the person or company the commission ordered to pay the compensation. S.M. 2002, c. 32, s. 6 ; S.M. 2007, c. 12, s. 47 ; S.M. 2009, c. 16, s. 26 ; S.M. 2012, c. 12, s. 44 . Orders respecting directors and officers 148.3(1) If the commission considers it to be in the public interest, the commission may, after a hearing, make one or more of the following orders: (a) an order that a person must resign as a director or officer of an issuer; (b) an order that a person is prohibited from being a director or officer of an issuer; (c) an order that a person be appointed as a director or officer of an issuer. Order may be subject to conditions 148.3(2) In making an order, the commission may impose any conditions that it considers appropriate. S.M. 2006, c. 11, s. 31 . Inter-jurisdictional enforcement 148.4(1) After providing an opportunity to be heard, the commission may make one or more orders under subsections 8(1), 19(5), 31.3(1), 139(2), 148(1) and 148.3(1) against a person or company that (a) has been convicted of a criminal offence arising from a transaction, business or course of action related to securities or derivatives; (b) has been found by a court inside or outside Manitoba to have contravened this Act, the regulations or a decision of the commission or the Director, or the securities or derivatives laws of another jurisdiction; (c) is subject to an order made by a securities regulatory authority in Canada or elsewhere imposing sanctions, conditions, restrictions or requirements on the person or company; or (d) has agreed with a securities regulatory authority in Canada or elsewhere to be subject to sanctions, conditions, restrictions or requirements. Order may be subject to conditions 148.4(2) In making an order, the commission may impose any conditions that it considers appropriate. Certain extra-provincial orders to take effect automatically in Manitoba 148.4(3) Despite subsection (1), an order by a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements takes effect in Manitoba without notice and without an opportunity to be heard, as if it had been made by the commission, but only if (a) the order resulted from a finding or admission of (i) a contravention of laws respecting the trading of securities or derivatives, or (ii) conduct contrary to the public interest; and (b) the order was made after the day this section came into force. For the purpose of this section, the order takes effect with such changes as the circumstances require. Certain extra-provincial agreements to take effect automatically in Manitoba 148.4(4) Despite subsection (1), an agreement between a person or company and a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements takes effect in Manitoba without notice and without an opportunity to be heard, as if it had been made by the commission, but only if (a) the agreement resulted from a finding or admission of (i) a contravention of laws respecting the trading of securities or derivatives, or (ii) conduct contrary to the public interest; and (b) the agreement was entered into after the day this section came into force. For the purpose of this section, the agreement takes effect with such changes as the circumstances require. Exemptions from subsections (3) and (4) 148.4(5) Subsections (3) and (4) do not apply to (a) a requirement, in an order or agreement made by or entered into with a securities regulatory authority in Canada, to pay costs, administrative penalties or any other amounts; (b) an order or agreement made by or entered into with a securities regulatory authority in Canada arising solely as a result of reciprocal enforcement steps taken by that authority with respect to an order by or agreement with another securities regulatory authority in Canada; or (c) an order or agreement made by or entered into with a securities regulatory authority in Canada that has been rescinded or overturned in accordance with applicable laws. Application of subsections (3) and (4) if order or agreement varied or amended 148.4(6) If an order or agreement made by or entered into with a securities regulatory authority in Canada has been varied or amended in accordance with applicable laws, subsections (3) and (4) apply to the order or agreement as varied or amended. Order respecting automatic recognition 148.4(7) On application by the Director or by a person or company affected by subsection (3) or (4), the commission may, after providing the Director and the affected person or company an opportunity to be heard, make an order with respect to the applicability of subsections (3) and (4). Compliance requirement 148.4(8) A person or company that is subject to an order or agreement to which subsection (3) or (4) applies must comply with any term of that order or agreement, unless (a) the term is rendered non-applicable by subsection (5) or (6); or (b) the commission has issued an order under subsection (7) ruling that the term does not apply in Manitoba. S.M. 2007, c. 12, s. 48 ; S.M. 2011, c. 12, s. 9 ; S.M. 2012, c. 12, s. 45 ; S.M. 2017, c. 2, s. 2 . Regulations 149 The Lieutenant Governor in Council may make regulations, (a) governing trading and, without limiting the generality of the foregoing, (i) respecting the listing and trading of securities, (ii) respecting advertising relating to trading in securities, (iii) establishing the principles for determining the market value, market price or closing price of a security and authorizing the commission to make that determination, (iv) prescribing which primary distributions to the public, and trading in relation to the distributions, are primary distributions to the public and trading outside of Manitoba, (v) prescribing circumstances in which a person or company that purchases a security under a distribution may cancel the purchase, including (A) prescribing the period in which the purchaser may cancel the purchase, (B) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, (C) specifying the person or company responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid, and (D) prescribing different circumstances, periods, principles or persons or companies for different classes of securities, issuers or purchasers, (vi) prescribing circumstances in which a person or company or a class of persons or companies is prohibited from trading or purchasing securities or a particular security, including, but not limited to, the circumstances that a body empowered by the laws of another jurisdiction to regulate trading in securities or to administer or enforce securities laws in that jurisdiction has ordered that (A) the person or company is prohibited from trading or purchasing securities or a particular security, or (B) trades or purchases of a particular security are prohibited; (b) requiring any information, documents, records or other materials to be filed, furnished or delivered; (c) requiring the inclusion or permitting the exclusion of any information, documents, records or other materials that may be required to be filed, furnished or delivered; (d) prescribing terms and conditions of an escrow or pooling agreement; (e) prescribing categories of issuers for the purposes of the prospectus requirements and classifying issuers into categories; (f) governing commodity pools and, without limiting the generality of the foregoing, prescribing requirements respecting commodity pools and prohibiting or restricting the payment of commissions or compensation; (f.1) prescribing one or more classes of contracts or instruments that are not derivatives; (f.2) prescribing one or more classes of derivatives that are designated derivatives; (f.3) prescribing registration requirements in respect of persons or companies trading in derivatives; (f.4) prescribing derivatives or classes of derivatives that are deemed to be securities; (f.5) prescribing one or more classes of derivatives for the purpose of clause 69(4)⁠(c); (f.6) prescribing one or more conditions for the purpose of subclause 79.1(5)⁠(b)⁠(ii); (g) prescribing requirements relating to derivatives, including (i) requirements for disclosure documents relating to designated derivatives, (ii) record keeping, reporting and transparency requirements relating to derivatives, (iii) requirements in respect of persons or companies trading in derivatives, including requirements in respect of margin, collateral, capital, clearing and settlement, (iv) requirements that one or more classes of derivatives be traded on a recognized exchange, commodity futures exchange or an alternative trading system, (v) requirements relating to position limits for derivatives transactions, (vi) requirements that one or more classes of derivatives not be traded in Manitoba, and (vii) requirements in respect of persons or companies advising others with respect to trading in derivatives; (h) respecting any matter necessary or advisable to facilitate primary distributions to the public and compliance with this Act and the regulations by foreign issuers; (i) prescribing requirements in respect of reverse take-overs and investment contracts; (j) governing registration and, without limiting the generality of the foregoing, (i) prescribing requirements in respect of applications for registration and the renewal, amendment, expiration or surrender of registration, (ii) respecting the suspension, cancellation and reinstatement of registration, (iii) prescribing categories or sub-categories of registrants, (iv) classifying registrants into categories or sub-categories, (iv.1) prescribing the activities that may be carried on by a category or subcategory of registrants, (v) prescribing the conditions of registration or other requirements for registrants or any category or sub-category of registrants, including (A) standards of practice and business conduct of registrants in dealing with their customers and clients and prospective customers and clients, (B) requirements governing ownership or control of the registrants, (C) requirements in respect of membership in a self-regulatory organization, (vi) prescribing requirements in respect of the disclosure or furnishing of information to the public or the commission by registrants, (vii) prescribing requirements in respect of the books, records and other documents required to be kept by registrants, (viii) respecting conflicts of interest, (ix) respecting bonds and bonding, (x) respecting compensation funds or contingency trust funds, (xi) prescribing circumstances in which (A) a person or company or a class of persons or companies is not required to be registered under Part II, or (B) a person or company or a class of persons or companies is deemed to be registered for the purposes of this Act or the regulations; (k) governing annual information forms, annual reports, preliminary prospectuses, prospectuses, pro forma prospectuses, short form prospectuses, pro forma short form prospectuses, exchange offering prospectuses, simplified prospectuses, risk disclosure statements, offering memorandums or any other disclosure documents and, without limiting the generality of the foregoing, prescribing procedures and requirements with respect to (i) the use, form and contents of those documents, (ii) the preparation, filing, delivery or dissemination of those documents, (iii) the issuance of receipts, (iv) the incorporation of other documents by reference; (l) providing for and governing exemptions from the registration or prospectus requirements and, without limiting the generality of the foregoing, (i) prescribing trades, primary distributions to the public and securities in respect of which registration is not required, (ii) prescribing trades, primary distributions to the public and securities in respect of which the filing of a prospectus is not required, (iii) respecting the modification or variation of those exemptions, (iv) respecting the restriction or removal of those exemptions, (v) designating a person or company as an accredited investor, or a class or classes of persons or companies as accredited investors; (m) governing mutual funds and non-redeemable investment funds and the advertising, distribution and trading of the securities of the funds and, without limiting the generality of the foregoing, (i) designating funds or one or more classes of them as private funds, (ii) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of a fund, (iii) prescribing a penalty for the early redemption of shares or units of a fund, (iv) prescribing the form and contents of reports to be filed by the management company or distributors of a fund, (v) respecting (A) the custodianship of assets of a fund, (B) the minimum initial capital requirements for a fund making a distribution and prohibiting or restricting the reimbursement of costs associated with the organization of a fund, (C) any matters affecting a fund that require the approval of security holders of the fund, the commission or the Director, (D) the contents and use of sales literature, sales communications and advertising relating to a fund or securities of a fund, (vi) permitting or restricting investment policy and practices in connection with a fund; (vii) prescribing requirements for investment funds in respect of derivatives; (m.1) designating an issuer to be a mutual fund or non-redeemable investment fund, or a class of issuers to be mutual funds or non-redeemable investment funds; (n) governing documents filed under Parts X and XII and, without limiting the generality of the foregoing, providing for (i) the use, form and contents of those documents, (ii) the preparation, audit, review, approval, certification, filing, delivery and dissemination of those documents, (iii) exemptions from the requirements of Parts X and XII; (n.1) governing the solicitation of proxies, including, but not limited to, prescribing requirements (i) for the solicitation and voting of proxies, (ii) relating to communication with registered and beneficial owners of securities, and (iii) relating to other persons or companies, including depositories and registrants, that hold securities on behalf of beneficial owners; (o) governing insider trading, early warning and self-dealing, including, but not limited to, (i) requiring any issuer, class of issuer or other person or company to comply with any of the requirements of Part XI or the regulations, (ii) prescribing how a security, related derivative or class of securities or derivatives must be reported in an insider report filed under Part IX or the regulations, (iii) prescribing disclosure, delivery, dissemination and filing requirements, including the use of particular forms or particular types of documents, (iv) governing self-dealing and conflicts of interest, (v) prescribing exemptions from the requirements of Part XI or the regulations, and (vi) designating a person or company to be an insider; (o.1) governing persons who act as auditors of reporting issuers, including (i) prescribing the qualifications and affiliations that a reporting issuer's auditor must have, (ii) prohibiting certain persons or classes of persons from acting as the auditor of a reporting issuer, and (iii) prescribing reports, notices and other information that a reporting issuer's auditor must provide to the commission in specified circumstances; (p) governing take-over bids, take-overs and issuer bids, including, but not limited to, (i) prescribing requirements for different classes of bids or take-overs, (ii) prescribing requirements relating to the conduct or management of the affairs of the issuer that is the subject of a take-over bid, and its directors and officers, during or in anticipation of the take-over bid, (iii) prohibiting a person or company from purchasing or selling a security before, during or after the effective period of a take-over bid, (iv) prescribing the disclosure, certification, delivery or dissemination of any circular, notice, report or other document required to be filed or delivered to a person or company, (v) prescribing percentages and requirements respecting early warning, and (vi) prescribing exemptions from the requirements of Part IX or the regulations; (q) governing the format, preparation, form, contents, execution, certification, filing, review, public inspection and the dissemination and other use of all information, documents, records or other materials required under or governed by this Act and the regulations and, without limiting the generality of the foregoing, (i) respecting applications for registration and other purposes, (ii) respecting preliminary prospectuses and prospectuses, (iii) respecting interim financial statements and financial statements, (iv) respecting proxies and information circulars, (v) respecting take-over bid circulars, issuer bid circulars, directors' circulars and offering memorandums, (vi) establishing procedures and requirements in respect of the use of any electronic or computer-based system for the filing, delivery or deposit of information, documents, records or materials, (vii) varying or modifying the application of this Act to facilitate the use of an electronic or computer-based system for the filing, delivery or deposit of information, documents, records or materials, (viii) prescribing the circumstances in which persons or companies will be deemed to have signed or certified information, documents, records or materials on an electronic or computer-based system for any purposes of this Act; (r) governing exchanges and, without limiting the generality of the foregoing, (i) respecting the recognition of exchanges, (ii) prescribing requirements in respect of the review or approval by the commission of any by-law, rule, regulation, policy, procedure, interpretation or practice of recognized exchanges, (iii) providing for the collection and remission by recognized exchanges of fees payable to the commission, (iv) prescribing requirements in respect of the books and records to be maintained by recognized exchanges; (v) prescribing restrictions on the ownership, control and direction of recognized exchanges; (r.1) governing self-regulatory organizations, including (i) respecting the recognition of self-regulatory organizations, (ii) prescribing requirements in respect of the review or approval by the commission of any by-law, rule, regulation, policy, procedure, interpretation or practice of recognized self-regulatory organizations, (iii) providing for the collection and remission by recognized self-regulatory organizations of fees payable to the commission, (iv) prescribing requirements in respect of the books and records to be maintained by recognized self-regulatory organizations, and (v) prescribing restrictions on the ownership, control and direction of recognized self-regulatory organizations; (r.2) governing clearing agencies, including (i) respecting the recognition of clearing agencies, (ii) prescribing requirements in respect of the review or approval by the commission of any by-law, rule, regulation, policy, procedure, interpretation or practice of recognized clearing agencies, (iii) providing for the collection and remission by recognized clearing agencies of fees payable to the commission, (iv) prescribing requirements in respect of the books and records to be maintained by recognized clearing agencies, and (v) prescribing restrictions on the ownership, control and direction of recognized clearing agencies; (r.3) governing trade repositories, including (i) respecting the designation of trade repositories, (ii) prescribing requirements in respect of the review or approval by the commission of any by-law, rule, regulation, policy, procedure, interpretation or practice of designated trade repositories, (iii) providing for the collection and remission by designated trade repositories of fees payable to the commission, (iv) prescribing requirements in respect of the books and records to be maintained by designated trade repositories, and (v) prescribing restrictions on the ownership, control and direction of designated trade repositories; (r.4) governing alternative trading systems, including (i) respecting the designation of alternative trading systems, (ii) prescribing requirements in respect of the review or approval by the commission of any by-law, rule, regulation, policy, procedure, interpretation or practice of designated alternative trading systems, (iii) providing for the collection and remission by designated alternative trading systems of fees payable to the commission, (iv) prescribing requirements in respect of the books and records to be maintained by designated alternative trading systems, and (v) prescribing restrictions on the ownership, control and direction of designated alternative trading systems; (s) governing the requirements, practice and procedure for investigations, hearings, reviews and appeals and, without limiting the generality of the foregoing, providing for (i) costs in respect of matters heard before the commission or the Director, (ii) costs in respect of investigations, (iii) costs in respect of services provided by persons appointed or engaged and the appearance of witnesses; (t) governing undertakings and agreements between the commission or Director and a person or company; (u) providing for and governing the payment of money by a person or company pursuant to an undertaking or agreement with the commission or Director; (v) governing the administration and disposition of money received pursuant to an undertaking or agreement; (w) determining what constitutes a false or misleading appearance of trading activity in a security or derivative or an artificial price for a security or a derivative; (w.1) prescribing the amount or the manner of determining the amount referred to in the definition "profit" in subsection 136(5); (x) respecting any matter necessary or advisable to carry out effectively the intent and purpose of section 113 and, without limiting the generality of the foregoing, (i) providing for exemptions from any requirements of that section, (ii) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed; (y) prescribing the form of endorsement for the purposes of extra-provincial warrants; (z) providing for and governing fees payable to the commission and the provision of any service or function performed in respect of those fees; (aa) defining for the purposes of this Act terms used in this Act that are not defined in this Act; (bb) governing the procedure to be followed by the commission with respect to making or repealing rules under section 149.1; (cc) specifying rules of the commission under section 149.1 a contravention of which constitutes an offence; (dd) governing any other matter related to the carrying out of this Act or the conduct of the business and affairs of the commission; (ee) requiring investment funds to establish and maintain a body for the purposes described in section 154.3, prescribing its powers and duties and prescribing requirements relating to (i) the body's mandate and functions, (ii) the body's composition and qualifications for membership on the body, including matters respecting the independence of members and the process for selecting them, (iii) the standard of care that applies to the body's members when they exercise their powers, perform their duties and carry out their responsibilities, (iv) the disclosure of information to the investment fund's security holders, to the investment fund manager and to the commission, and (v) matters affecting the investment fund that require review or approval by the body; (ff) exempting a class of persons, companies, trades, securities or derivatives from one or more of the provisions of this Act or the regulations, and prescribing circumstances and conditions for the purposes of an exemption, including, but not limited to, conditions (i) relating to the laws of another jurisdiction of Canada or to an exemption from those laws granted by a body empowered by the laws of that jurisdiction to regulate trading in securities or derivatives or to administer or enforce laws respecting trading in securities, or (ii) that refer to a person or company or to a class of persons or companies designated by the commission; (gg) providing for the application of Part XVIII to the acquisition of an issuer's security pursuant to a distribution that is exempt from section 37 and to the acquisition of an issuer's security in connection with or under a take-over bid or issuer bid; (hh) prescribing transactions or classes of transactions for the purposes of clause 175(d); (ii) respecting the preparation, form and content of statements containing forward-looking information that are publicly distributed by reporting issuers; (jj) prescribing requirements in respect of credit rating organizations, including requirements about (i) the disclosure or furnishing of information to the commission by a credit rating organization, (ii) the establishment, publication and enforcement of a code of conduct applicable to directors, officers and employees of credit rating organizations, including minimum requirements to be included in the code, (iii) prohibitions against and procedures regarding conflicts of interest between a credit rating organization and the person or company whose securities it is rating, (iv) the maintenance of books and records necessary for the conduct of a credit rating organization's business and the issuance and maintenance of credit ratings, and (v) the appointment by credit rating organizations of one or more compliance officers and any minimum standards that must be met or qualifications a compliance officer must have; (kk) prescribing classes of documents or records to which the commission or the Director must not have access when exercising a power in relation to an auditor oversight body. S.M. 1989-90, c. 54, s. 8 ; S.M. 1996, c. 50, s. 5 ; S.M. 2001, c. 26, s. 65 ; S.M. 2007, c. 12, s. 49 ; S.M. 2008, c. 8, s. 12 ; S.M. 2011, c. 12, s. 10 ; S.M. 2012, c. 12, s. 12 and 46. Commission may make rules 149.1(1) Subject to this section and the regulations made under clause 149(bb), the commission may make rules respecting any of the matters referred to (a) in section 149 other than those referred to in clauses 149(w.1), (z), (bb), (cc) and (kk); or (b) in section 169. Regulation prevails 149.1(2) Where the provisions of a regulation made under section 149 and a rule made under this section conflict, the regulation prevails. LG in C may amend or repeal rule 149.1(3) The Lieutenant Governor in Council may amend or repeal any rule made by the commission under this section. Force and effect of rule 149.1(4) Subject to subsections (2) and (3) and section 149.2, a rule made by the commission under this section has the same force and effect as a regulation made by the Lieutenant Governor in Council under section 149. Statutes and Regulations Act does not apply 149.1(5) The Statutes and Regulations Act does not apply to a rule made under subsection (1) by the commission. S.M. 1996, c. 50, s. 5 ; S.M. 2006, c. 11, s. 32 ; S.M. 2011, c. 12, s. 11 ; S.M. 2012, c. 12, s. 47 ; S.M. 2013, c. 39, Sch. A, s. 86 . Publication of rules 149.2(1) Every rule made by the commission under section 149.1 must be published on the commission's website. Effect of publication 149.2(2) On publication of a rule as required by this section, (a) every person or company is deemed to have notice of the rule; and (b) the rule is deemed to be valid despite any irregularity or any defect in the rule-making process. Effect of non-publication 149.2(3) Until a rule is published as required by this section, it is not enforceable against a person or company who has not had actual notice of the rule. Proof of rule 149.2(4) In the absence of evidence to the contrary, a copy of a rule accessed from the commission's website or a printout of such a copy, if it is accompanied by an oral or written statement confirming that it was so accessed, is presumed to be an accurate statement of the rule. Proof of date of publication 149.2(5) In the absence of evidence to the contrary, the date of publication specified (a) in a copy of a rule accessed from the commission's website; (b) on the commission's website; or (c) in a certificate of the Director; is proof of the date that the rule was first published on the commission's website. S.M. 1996, c. 50, s. 5 ; S.M. 2013, c. 39, Sch. A, s. 86 . Evidence Act 149.3(1) For the purposes of The Manitoba Evidence Act , a rule made under section 149.1 shall be treated in the same manner as if it were a regulation. Application of regulations and rules 149.3(2) A regulation or rule may be of general or specific application. Incorporation by reference 149.3(3) A regulation or rule may incorporate by reference, in whole or in part, any standard, procedure or guideline and may require compliance with any standard, procedure or guideline adopted. S.M. 1996, c. 50, s. 5 ; S.M. 2010, c. 33, s. 58 . Exemption from a regulation or rule 149.4 A regulation or rule may authorize the commission or the Director to grant an exemption to the regulation or rule (a) in whole or in part; and (b) subject to conditions or restrictions. S.M. 1996, c. 50, s. 5 ; S.M. 2007, c. 12, s. 3 . Policy statements 149.5(1) The commission may issue policy statements, and other instruments the commission considers advisable, to facilitate the exercise of its powers and the performance of its duties under this Act, the regulations and the rules of the commission made under subsection 149.1(1). Statements not rules or regulations 149.5(2) A policy statement or other instrument referred to in subsection (1) is neither (a) a rule of the commission for the purposes this Act; nor (b) a regulation within the meaning of The Statutes and Regulations Act . S.M. 1996, c. 50, s. 5 ; S.M. 2013, c. 39, Sch. A, s. 86 . Evidence of certified statements 150 A statement as to (a) the registration or non-registration of a person or company; or (b) the filing or non-filing of any document or material required or permitted to be filed with the commission; or (c) any other matter pertaining to the registration, non-registration, filing or non-filing; or (d) any person registered or any document or material filed; purporting to be certified by the commission, or a member thereof, or by the Director, is prima facie proof of the facts stated therein for all purposes in any action, proceeding, or prosecution. S.M. 2007, c. 12, s. 3 . Warrant issued in another province 151(1) Where a justice of another province issues a warrant for the arrest of a person on a charge of contravening any provision of a statute of that province similar to this Act, a justice of this province within whose jurisdiction that person is, or is suspected to be, may, upon satisfactory proof of the handwriting of the justice who issued the warrant, endorse the warrant in the following form: CANADA Province of Manitoba Pursuant to application this day made to me, I hereby authorize the execution of this warrant within the Province of Manitoba. Dated this day of , 20 , at . a Provincial Court Judge or a Justice of the Peace in and for the Province of Manitoba; and a warrant so endorsed is sufficient authority to the person bringing the warrant, and to all other persons to whom it was originally directed, and to all constables within the territorial jurisdiction of the justice so endorsing the warrant, to execute it within that jurisdiction and to take the person arrested thereunder either out of or anywhere in the province and to re-arrest the person anywhere in the province. Prisoner in transit 151(2) Any constable in the province or in any other province of Canada who is passing through this province having in his custody a person arrested in another province under a warrant endorsed as provided in subsection (1) is entitled to hold, take, and re-arrest the accused anywhere in this province under the warrant without proof of the warrant or the endorsement thereof. S.M. 2005, c. 8, s. 22 . Order for compliance 152(1) Where it appears to the commission that any person or company has failed to comply with, or is violating, any provision of this Act or of any other Act of the Legislature administered by the commission or of the regulations under this or any such other Act or any order of the commission, notwithstanding the imposition of any penalty in respect of the non-compliance or violation and in addition to any other rights it may have, the commission may apply to the Court of King's Bench for an order directing the person or company to comply with the provision or order or for an order restraining the person or company from violating the provision or order, and the court may grant the order or such other order as the court thinks fit. 152(2) [Repealed] S.M. 2001, c. 26, s. 66 . Application without notice 152(3) An application may be made under subsection (1) without notice, and the court may grant an interim order for a period not exceeding ten days. Extension of interim order 152(4) An interim order made under subsection (3) remains in force for the period specified in the order unless the period is extended upon application made with or without notice; but if it is in force on the day when the application under subsection (1) is determined, it shall be deemed to be dissolved on that day. Enforcement of order 152(5) An order or interim order made under this section may be enforced in the same manner as any other order or interim order of the Court of King's Bench; and may be varied or discharged upon an application to the Court of King's Bench. Rules of court to apply 152(6) Except where otherwise provided, the Rules of the Court of King's Bench apply to proceedings under this section. S.M. 2001, c. 26, s. 66 . Registering commission order in Court of King's Bench 152.1 If the commission has made an order authorized by this Act or the regulations after a hearing, the order may be registered in the Court of King's Bench and, once registered, may be enforced as if it were a judgment of that court. S.M. 2018, c. 17, s. 16 . Forfeiture or cancellation of bond 153(1) Any bond required under subsection 7(4) is forfeited, and the amount thereof becomes due and owing by the person or company bound thereby as a debt to His Majesty in right of Manitoba, (a) when any person or company, or any officer or partner thereof, in respect of whose conduct the bond is conditioned has been convicted of (i) an offence under this Act or the regulations; (ii) an offence involving fraud or theft or conspiracy to commit an offence involving fraud or theft under the Criminal Code ; or (iii) an offence in connection with a transaction relating to securities under the Criminal Code ; or (b) when judgment based on a finding of fraud has been given against any registered person or company, or any officer or partner thereof, in respect of whose conduct the bond is conditioned; or (c) when proceedings by or in respect of any registered person or company, or any officer or partner thereof, in respect of whose conduct the bond is conditioned, have been taken under the Bankruptcy Act (Canada) or by way of winding-up and a receiving order under the Bankruptcy Act (Canada) or winding-up order has been made; and the conviction, judgment or order has become final by reason of lapse of time or of having been confirmed by the highest court to which an appeal may be taken. Cancellation of bond 153(2) A bond required under subsection 7(4) may be cancelled by any person bound thereunder by giving to the Director at least three months notice in writing of intention to cancel and, subject to subsection (3), it shall be deemed to be cancelled on the date stated in the notice, which date shall be not less than three months after the receipt of the notice by the Director. Continuation of bond 153(3) For the purposes of every act and omission occurring during the period prior to cancellation under subsection (2), a bond continues in force and the collateral security, if any, shall remain on deposit for a period of two years after the cancellation of the bond. Collateral securing bond 153(4) Where a bond secured by the deposit of collateral security with the Minister of Finance is forfeited under subsection (1), the Lieutenant Governor in Council may direct the Minister of Finance to sell the collateral security at the current market price. Proceedings by Crown 153(5) Where the Crown becomes a creditor of the person or company in respect of a debt to the Crown arising out of the forfeiture of a bond under subsection (1), the commission may take proceedings under the Bankruptcy and Insolvency Act (Canada), The Court of King's Bench Act , The Corporations Act or the Winding-up and Restructuring Act (Canada) for the appointment of an interim receiver, custodian, trustee, receiver or liquidator. Disposition of proceeds of bond 153(6) The Lieutenant Governor in Council may direct the Minister of Finance (a) to assign any bond forfeited under subsection (1) and transfer the collateral security, if any; or (b) to pay over any moneys recovered under the bond; or (c) to pay over any moneys realized from the sale of the collateral security under subsection (4); to any person, or into the Court of King's Bench in trust for persons and companies who may become judgment creditors of the person or company bonded, or to any trustee, custodian, interim receiver, receiver or liquidator of that person or company. Remission of bond 153(7) Where (a) a bond has been forfeited under subsection (1) by reason of a conviction or judgment mentioned in clause (1)⁠(a) or (b); and (b) the commission has not (i) within two years of the conviction or judgment having become final; or (ii) within two years of the registered person or company in respect of whom the bond was furnished, having ceased to carry on business as a registered person or company; whichever occurs first, received notice in writing of any claim against the proceeds of the bond or of any portion thereof that remains in the possession of the Minister of Finance; the Lieutenant Governor in Council may direct the Minister of Finance to pay the proceeds or portion thereof to that person or company, or to any person or company that upon forfeiture of the bond made any payments thereunder, after first deducting the amount of any expenses that have been incurred in connection with any investigation or other matter relating to that person or company. S.M. 1996, c. 59, s. 107 ; S.M. 2007, c. 12, s. 3 ; S.M. 2010, c. 33, s. 58 ; S.M. 2015, c. 43, s. 43 . Costs 154(1) The costs of and incidental to any proceeding before the commission are in the discretion of the commission, and may be fixed in any case at a sum certain or may, on order of the commission, be taxed. Order for payment of costs 154(2) The commission may order by whom and to whom any costs are to be paid, and by whom the costs are to be taxed and allowed. Conflict with The Freedom of Information and Protection of Privacy Act 154.1 If a provision of this Act is inconsistent or in conflict with a provision of The Freedom of Information and Protection of Privacy Act , the provision of this Act prevails. S.M. 1997, c. 50, s. 94 . Standards of care for investment fund managers 154.2(1) Every investment fund manager shall (a) exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the investment fund; and (b) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. Standards of care for investment portfolio managers 154.2(2) Every registrant who manages the investment portfolio of a client through discretionary authority granted by the client shall act fairly, honestly and in good faith toward the client, and in the client's best interests. Standards of care for other registrants 154.2(3) Every registrant, other than an investment fund manager or investment portfolio manager, shall act fairly, honestly and in good faith toward his or her clients. S.M. 2007, c. 12, s. 50 ; S.M. 2008, c. 8, s. 15 . Oversight of an investment fund 154.3(1) If required to do so by the regulations, an investment fund shall establish and maintain a body for the purposes of (a) overseeing activities of the investment fund and the investment fund manager; (b) reviewing or approving matters affecting the investment fund, as prescribed by the regulations; and (c) disclosing information to security holders of the fund, to the investment fund manager and to the commission. Powers and duties of overseeing body 154.3(2) The body has the powers and duties prescribed by the regulations. S.M. 2007, c. 12, s. 50 . Filing advertising 154.4(1) The Director may order a dealer, adviser, underwriter or issuer to file with the Director copies of all advertising and sales literature that the person or company proposes to use in connection with trading in securities or derivatives, but only if the Director (a) has given the person or company an opportunity to be heard; and (b) is satisfied that the order is necessary for the protection of the public because of the person's or company's past conduct in using advertising and sales literature. Copies must be filed at least seven days before use 154.4(2) The person or company must file the copies at least seven days before using the advertising or sales literature. Director may prohibit use or require changes 154.4(3) After examining the advertising and sales literature, the Director may make an order prohibiting their use or requiring that deletions or changes be made in them before they are used. S.M. 2008, c. 8, s. 15 ; S.M. 2012, c. 12, s. 48 . PART XV 155 to 157 [Repealed] S.M. 1993, c. 4, s. 238 . PART XVI INVESTMENT CONTRACTS Definition 158 In this Part, "investment contract" means a contract, agreement, certificate, instrument, or writing, containing an undertaking by a security issuer to pay the holder thereof, or his assignee or personal representative or other person, a stated or determinable amount in cash or its equivalent on a fixed or determinable date, and containing optional settlement, cash surrender, or loan values prior to or after maturity, the consideration for which consists of payments made or to be made to the security issuer in instalments or periodically, or in a single sum, according to a plan fixed by the contract, whether or not the holder is or may be entitled to share in the profits or earnings of, or to receive additional credits or sums from, the security issuer, but does not include a contract within the meaning of The Insurance Act or any part thereof or a certificate or receipt of a trust company, registered under Part XVI of The Corporations Act , issued for moneys and deposits received in trust for guaranteed investment, or a certificate, receipt or other document issued by a bank to which the Bank Act (Canada) applies for moneys deposited with it or a receipt or certificate issued by a credit union for money deposited with it on a term deposit by a member in accordance with The Credit Unions and Caisses Populaires Act or the special Act of the Legislature incorporating it. Limitation on issue 159 No security issuer shall issue investment contracts for sale in Manitoba unless it is a company incorporated by a special Act of the Parliament of Canada or of the Legislature of a province of Canada, and unless (a) a copy of each form of investment contract proposed to be issued by the security issuer for sale in Manitoba is filed with the commission and is approved by the commission; (b) the unimpaired paid-in capital, paid-in surplus, and earned surplus, of the security issuer, or any one or more of them, amount in the aggregate to $500,000. or such lesser amount not less than $250,000. as the commission may approve;

(c) arrangements satisfactory to the commission have been made for the deposit with a trust company, bank, or other suitable depository within Canada of assets authorized by or pursuant to its Act of incorporation and approved by the commission, aggregating in amount, when valued on such basis or valuation as the commission may determine, not less, at any time, than the amount for which the security issuer, under the terms of its investment contracts, is liable as at that time to pay in cash to the holders of all its investment contracts then outstanding; and (d) the security issuer maintains reserves for the payment of its outstanding investment contracts that, together with all future payments to be received by it on those investment contracts or the portions of those future payments still to be applied to reserves, and with accumulations of interest at an assumed rate provided in the contracts that does not exceed the rate approved by the commission, will attain the face or maturity value specified in the contracts when due or the amounts payable in accordance with the terms of the contracts. S.M. 2002, c. 47, s. 30 . Requirement for registration 160 The commission shall not give its approval to the registration of a security issuer issuing investment contracts unless the security issuer complies with section 159. 161 [Repealed] S.M. 1989-90, c. 54, s. 9 . Application of 69(2) 162 Subsection 69(2) does not apply in respect of the sale of an investment contract. PART XVII INTERJURISDICTIONAL COMPLIANCE Definitions 163(1) The following definitions apply in this Part. "extra-provincial authority" means any power, function or duty of an extra-provincial securities commission that is, or is intended to be, performed or exercised by that commission under the extra-provincial securities laws under which that commission operates. (« compétences d'une autre commission canadienne ») "extra-provincial securities commission" means a body empowered by the laws of another province or territory of Canada to regulate trading in securities or derivatives, or to administer or enforce laws respecting trading in securities or derivatives; (« autre commission canadienne ») "extra-provincial securities laws" means the laws of another province or territory of Canada that deal with regulating securities or derivatives markets and trading in securities or derivatives in the province or territory. (« autre législation canadienne régissant les valeurs mobilières ») "Manitoba authority" means any power, function or duty of the commission or the Director that is, or is intended to be, performed or exercised by the commission or the Director under Manitoba securities laws. (« compétences de la commission manitobaine ») "Manitoba securities laws" means this Act, the regulations, any decisions made by the commission or the Director, and any extra-provincial securities laws adopted or incorporated by reference under section 166. (« législation manitobaine régissant les valeurs mobilières ») Extra-provincial securities commission includes delegate 163(2) Unless this Act or the regulations provide otherwise, a reference to an extra-provincial securities commission includes (a) its delegate; and (b) any person or company who, in respect of that extra-provincial securities commission, exercises a power or performs a duty or function that is substantially similar to one exercised or performed by the Director under this Act. S.M. 2006, c. 11, s. 33 ; S.M. 2007, c. 12, s. 52 ; S.M. 2012, c. 12, s. 49 . Delegation and acceptance of authority 164(1) Subject to subsection (2) and the regulations, the commission may (a) delegate a Manitoba authority to an extra-provincial securities commission for the purposes of this Part; and (b) accept a delegation or other transfer of an extra-provincial authority from an extra-provincial securities commission for the purposes of this Part. Exception 164(2) The commission must not delegate a power, function or duty of the commission or the director that is, or is intended to be, performed or exercised by the commission or the Director under this Part or Part I, or under section 31.5 or 149.1. S.M. 2006, c. 11, s. 33 ; S.M. 2007, c. 12, s. 52 . Commission may subdelegate 165(1) Subject to any restrictions or conditions imposed by the extra-provincial securities commission with respect to the delegation of an extra-provincial authority to the commission, the commission may subdelegate the extra-provincial authority in the manner and to the extent that the commission or the director can (a) give an authorization under subsection 3(4) or 4(1); or (b) otherwise delegate a Manitoba authority under Manitoba securities laws. Subdelegation of Manitoba authority 165(2) Subject to any restrictions or conditions imposed by the commission with respect to the delegation of a Manitoba authority to an extra-provincial securities commission, nothing in this Part is to be construed as prohibiting the extra-provincial securities commission from subdelegating the Manitoba authority, in the manner and to the extent that the extra-provincial securities commission can delegate its authority under the extra-provincial securities laws under which it operates. S.M. 2006, c. 11, s. 33 . Extra-provincial securities laws may be adopted or incorporated 166(1) Subject to the regulations, the commission may by order adopt or incorporate by reference as Manitoba securities laws any or all provisions of an extra-provincial securities law, to be applied to (a) persons or companies, or a class of persons or companies, whose primary jurisdiction is that extra-provincial jurisdiction; or (b) trades or other activities involving a person or company, or a class of persons or companies, referred to in clause (a). Amendment may be adopted or incorporated 166(2) If the commission adopts or incorporates an extra-provincial securities law under subsection (1), it may adopt or incorporate it (a) as amended from time to time, whether amended before or after the adoption or incorporation; and (b) with the necessary changes. S.M. 2006, c. 11, s. 33 . Exemption orders 167 Subject to the regulations, the commission may by order exempt (a) a person, company, security, derivative or trade; or (b) a class of persons, companies, securities, derivatives or trades; from complying with any or all requirements of Manitoba securities laws if the person, company, security, derivative or trade or the class of persons, companies, securities, derivatives or trades satisfies the conditions set out in the order. S.M. 2006, c. 11, s. 33 ; S.M. 2012, c. 12, s. 50 . Exercise of discretion, interprovincial reliance 168(1) Subject to the regulations, if the commission or the Director is empowered to make a decision regarding a person, company, trade, security or derivative, the commission or the Director may make a decision on the basis that the commission or the Director considers that an extra-provincial securities commission has made a substantially similar decision regarding the person, company, trade, security or derivative. Hearing not required 168(2) Despite any other provision of this Act, but subject to the regulations, the commission or Director may make a decision referred to in subsection (1) without giving a person affected by the decision an opportunity to be heard. S.M. 2006, c. 11, s. 33 ; S.M. 2007, c. 12, s. 52 ; S.M. 2012, c. 12, s. 51 . Regulations 169 The Lieutenant Governor in Council may make regulations (a) respecting the delegation of Manitoba authorities to extra-provincial securities commissions; (b) respecting the acceptance by the commission of the delegation or other transfer of an extra-provincial authority from an extra-provincial securities commission; (c) respecting any amendments to, or the revocation of, any delegation or acceptance of a delegation referred to in clause (a) or (b); (d) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 166, including the administration of those laws once adopted or incorporated; (e) respecting the administration of exemptions from Manitoba securities laws under section 167; (f) respecting the administration of extra-provincial securities laws arising from or as a result of a matter described in any of clauses (a) to (e); (g) respecting any matter that the Lieutenant Governor in Council considers necessary or advisable to carry out the purposes of this Part. S.M. 2006, c. 11, s. 33 . Definitions 170(1) The following definitions apply in this section. "commission" includes the Director and any member, officer, employee, appointee or agent of the commission. (« Commission ») "securities regulatory authority" means (a) an extra-provincial securities commission referred to in subsection (3), and includes any member, officer, employee, appointee or agent of that commission; (b) any person referred to in clause (3)⁠(b); and (c) any exchange, quotation and trade reporting system, or self-regulatory organization referred to in clause (3)⁠(c). (« organisme de réglementation des valeurs mobilières ») Immunity re Manitoba authority 170(2) No action or proceeding may be brought against the commission or a securities regulatory authority for anything done or not done, or for any neglect, (a) in the performance or exercise, or the intended performance or exercise, in good faith of a Manitoba authority; or (b) in delegating or accepting in good faith the delegation of a Manitoba authority. Application re immunity 170(3) This section applies only with respect to a Manitoba authority (a) that has been delegated by the commission to an extra-provincial securities commission; (b) that (i) has been subdelegated by an extra-provincial securities commission to a person other than an exchange, a quotation and trade reporting system or a self-regulatory organization, and (ii) is being, or is intended to be, exercised by the person, or by the person's subdelegate other than an exchange, a quotation and trade reporting system or a self-regulatory organization; or (c) that (i) has been subdelegated by an extra-provincial securities commission to a body that is recognized or authorized by the extra-provincial securities commission to carry on business and is an exchange, a quotation and trade reporting system or a self-regulatory organization, and (ii) is, or is intended to be, exercised by the exchange, quotation and trade reporting system or self-regulatory organization. S.M. 2006, c. 11, s. 33 ; S.M. 2007, c. 12, s. 52 . Definitions 171(1) The following definitions apply in this section. "commission" includes the Director and any member, officer, employee, appointee or agent of the commission. (« Commission ») "securities regulatory authority" means (a) any person referred to in clause (3)⁠(b); and (b) any exchange, quotation and trade reporting system or self-regulatory organization referred to in clause (3)⁠(c). (« organisme de réglementation des valeurs mobilières ») Immunity re extra-provincial authority 171(2) No action or proceeding may be brought against the commission or a securities regulatory authority for anything done or not done, or for any neglect, (a) in the performance or exercise, or the intended performance or exercise, in good faith of an extra-provincial authority; or (b) in delegating or accepting in good faith the delegation of an extra-provincial authority. Application of immunity 171(3) This section applies only with respect to an extra-provincial authority (a) that has been delegated by an extra-provincial securities commission to the commission; (b) that (i) has been subdelegated to a person by the commission other than an exchange, a quotation and trade reporting system or a self-regulatory organization, and (ii) is being, or is intended to be, exercised by the person or by the person's subdelegate other than an exchange, a quotation and trade reporting system or a self-regulatory organization; or (c) that (i) has been subdelegated by the commission to a body that is recognized or authorized by the commission to carry on business and is an exchange, a quotation and trade reporting system or a self-regulatory organization, and (ii) is, or is intended to be, exercised by the exchange, quotation and trade reporting system or self-regulatory organization. S.M. 2006, c. 11, s. 33 ; S.M. 2007, c. 12, s. 52 . Definitions 172(1) The following definitions apply in this section. "extra-provincial decision" means a decision of an extra-provincial securities commission made under a Manitoba authority delegated to it by the commission. (« décision canadienne ») "extra-provincial securities commission" means the extra-provincial commission that made the extra-provincial decision that is being appealed under this section. (« autre commission canadienne ») Appeal re extra-provincial decision 172(2) A person or company that is directly affected by an extra-provincial decision may appeal that extra-provincial decision to the Court of Appeal in accordance with section 30. Extra-provincial securities commission is respondent 172(3) The extra-provincial securities commission is the respondent to an appeal under this section. S.M. 2006, c. 11, s. 33 . Definition 173(1) In this section, "delegated authority" means an extra-provincial authority that is delegated to and accepted by the commission under section 164. Appeal re decision of the commission 173(2) A person or company that is directly affected by (a) a decision of the commission made under a delegated authority; or (b) a decision of an extra-provincial securities commission that is adopted by the commission under section 168; may appeal that decision to the Court of Appeal in accordance with section 30. Right to appeal in Manitoba 173(3) A person or company that has a right to appeal a decision under this section may, subject to any direction of the Court of Appeal, exercise that right of appeal whether or not the person or company may have a right to appeal that decision to a court in another jurisdiction. S.M. 2006, c. 11, s. 33 . PART XVIII CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE INTERPRETATION AND APPLICATION Definitions 174 The following definitions apply in this Part. "compensation" means compensation received during the 12-month period immediately before the day on which the misrepresentation was made or on which the failure to make timely disclosure first occurred, together with the fair market value of all deferred compensation, including, but not limited to, options, pension benefits and stock appreciation rights granted during the same period, valued as of the date that the compensation is awarded. (« rémunération ») "core document" means any of the following documents: (a) in relation to (i) a director of a responsible issuer who is not also an officer of the responsible issuer, (ii) an influential person, other than an officer of the responsible issuer or, when the responsible issuer is an investment fund, an investment fund manager, or (iii) a director or officer of an influential person — other than an officer of an investment fund manager — who is not also an officer of the responsible issuer, a prospectus, a take-over bid circular, an issuer bid circular, a directors' circular, a rights offering circular, management's discussion and analysis, an annual information form, an information circular, annual financial statements and interim financial statements of the responsible issuer; (b) in relation to (i) a responsible issuer or an officer of the responsible issuer, or (ii) an investment fund manager or an officer of an investment fund manager, when the responsible issuer is an investment fund, a prospectus, a take-over bid circular, an issuer bid circular, a directors' circular, a rights offering circular, management's discussion and analysis, an annual information form, an information circular, annual financial statements and interim financial statements of the responsible issuer, and a material change report required from the responsible issuer by the regulations; (c) any other document that is prescribed as a core document by the regulations. (« document essentiel ») "document" means any written communication, including a communication prepared and transmitted only in electronic form, (a) that is required to be filed with the commission; or (b) that is not required to be filed with the commission but (i) is filed with it, (ii) is filed or required to be filed with a government or an agency of a government under applicable securities or corporate law or with any exchange or quotation and trade reporting system under its by-laws, rules or regulations, or (iii) is another communication the content of which would reasonably be expected to affect the market price or value of a security of the responsible issuer. (« document ») "expert" means a person or company whose profession gives authority to a statement made in a professional capacity by the person or company, and includes, but is not limited to, an accountant, actuary, appraiser, auditor, engineer, financial analyst, geologist or lawyer, but does not include an approved rating organization. (« expert ») "failure to make timely disclosure" means a failure to disclose a material change in the manner and at the time required by this Act or the regulations. (« défaut de divulgation obligatoire ») "influential person" , in relation to a responsible issuer, means (a) a control person; (b) a promoter; (c) an insider who is not a director or senior officer of the responsible issuer; or (d) an investment fund manager, if the responsible issuer is an investment fund. (« personne influente ») "issuer's security" means a security of a responsible issuer, and includes a security, (a) the market price or value of which, or payment obligations under which, are derived from or based on a security of the responsible issuer; and (b) which is created by a person or company on behalf of the responsible issuer or is guaranteed by the responsible issuer. (« valeur mobilière d'un émetteur ») "liability limit" , in relation to (a) a responsible issuer, means the greater of (i) 5% of its market capitalization, as defined in the regulations, and (ii) $1,000,000.; (b) a director or officer of a responsible issuer, means the greater of (i) $25,000., and (ii) 50% of the total of the director's or officer's compensation from the responsible issuer and its affiliates; (c) an influential person that is not an individual, means the greater of (i) 5% of its market capitalization, as defined in the regulations, and (ii) $1,000,000.; (d) an influential person who is an individual, means the greater of (i) $25,000., and (ii) 50% of the total of the influential person's compensation from the responsible issuer and its affiliates; (e) a director or officer of an influential person, means the greater of (i) $25,000., and (ii) 50% of the total of the director's or officer's compensation from the influential person and its affiliates; (f) an expert, means the greater of (i) $1,000,000., and (ii) the revenue that the expert and the affiliates of the expert have earned from the responsible issuer and its affiliates during the 12 months before the misrepresentation; and (g) a person who made a public oral statement, other than an individual referred to in clause (d), (e) or (f), means the greater of (i) $25,000., and (ii) 50% of the total of the person's compensation from the responsible issuer and its affiliates. (« limite de responsabilité ») "management's discussion and analysis" means the section of an annual information form, annual report or other document that contains management's discussion and analysis of the financial condition and results of operations of a responsible issuer, as required by the regulations. (« rapport de gestion ») "public oral statement" means an oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed. (« déclaration verbale publique ») "release" , in relation to information or a document, means file it with the Commission or any other securities regulatory authority in Canada or an exchange or otherwise make it available to the public. (« publier ») "responsible issuer" means (a) a reporting issuer; or (b) another issuer with a real and substantial connection to Manitoba, any of whose securities are publicly traded. (« émetteur responsable ») "trading day" means a day during which the principal market, as defined in the regulations, for the security is open for trading. (« jour d'ouverture du marché boursier ») S.M. 2006, c. 11, s. 33 ; S.M. 2007, c. 12, s. 51 ; S.M. 2012, c. 12, s. 6 and 12. Application 175 This Part does not apply to (a) the purchase of a security offered by a prospectus during the period of distribution; (b) the acquisition of a security under a distribution that is exempt from the requirement for filing a preliminary prospectus and a prospectus under the regulations or under an order made by the commission, except as prescribed by the regulations; (c) the acquisition or disposition of an issuer's security in connection with or under a take-over bid or issuer bid, except as prescribed by the regulations; or (d) any other transactions or class of transactions prescribed by the regulations. S.M. 2006, c. 11, s. 33 . LIABILITY Liability for Secondary Market Disclosure Documents released by responsible issuer 176(1) If a responsible issuer or a person or company with actual, implied or apparent authority to act on behalf of a responsible issuer releases a document that contains a misrepresentation, a person or company that acquires or disposes of the issuer's security during the period between (a) the time when the document was released; and (b) the time when the misrepresentation contained in the document was publicly corrected; has a right of action for damages against the parties listed in subsection (2), without regard to whether the person or company relied on the misrepresentation. Persons and companies who may be liable 176(2) The right of action is against (a) the responsible issuer; (b) each director of the responsible issuer at the time the document was released; (c) each officer of the responsible issuer who authorized, permitted or acquiesced in the release of the document; (d) each influential person, and each director or officer of an influential person, who knowingly influenced (i) the responsible issuer or any person or company acting on behalf of the responsible issuer to release the document, or (ii) a director or officer of the responsible issuer to authorize, permit or acquiesce in the release of the document; and (e) each expert where (i) the misrepresentation is also contained in a report, statement or opinion made by the expert, (ii) the document includes, summarizes or quotes from the report, statement or opinion of the expert, and (iii) if the document was released by a person or company other than the expert, the expert consented in writing to the use of the report, statement or opinion in the document. Public oral statements by responsible issuer 176(3) If a person with actual, implied or apparent authority to speak on behalf of a responsible issuer makes a public oral statement that relates to the business or affairs of the responsible issuer and that contains a misrepresentation, a person or company who acquires or disposes of the issuer's security during the period between (a) the time when the public oral statement was made; and (b) the time when the misrepresentation contained in the public oral statement was publicly corrected; has a right of action for damages against the parties listed in subsection (4), without regard to whether the person or company relied on the misrepresentation. Persons and companies who may be liable 176(4) The right of action is against (a) the responsible issuer; (b) the person who made the public oral statement; (c) each director and officer of the responsible issuer who authorized, permitted or acquiesced in the making of the public oral statement; (d) each influential person, and each director and officer of the influential person, who knowingly influenced (i) the person who made the public oral statement to make it, or (ii) a director or officer of the responsible issuer to authorize, permit or acquiesce in the making of the public oral statement; and (e) each expert where (i) the misrepresentation is also contained in a report, statement or opinion made by the expert, (ii) the person making the public oral statement includes, summarizes or quotes from the expert's report, statement or opinion, and (iii) if the public oral statement was made by a person other than the expert, the expert consented in writing to the use of the report, statement or opinion in the public oral statement. Influential persons 176(5) If an influential person or a person or company with actual, implied or apparent authority to act on behalf of the influential person releases a document or makes a public oral statement that relates to a responsible issuer and contains a misrepresentation, a person or company who acquires or disposes of the issuer's security during the period between (a) the time when the document was released or the public oral statement was made; and (b) the time when the misrepresentation contained in the document or public oral statement was publicly corrected; has a right of action for damages against the parties listed in subsection (6), without regard to whether the person or company relied on the misrepresentation. Persons and companies who may be liable 176(6) The right of action is against (a) the responsible issuer if (i) a director or officer of the responsible issuer, or (ii) the investment fund manager, when the responsible issuer is an investment fund, authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; (b) the person who made the public oral statement; (c) each director and officer of the responsible issuer who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; (d) the influential person; (e) each director and officer of the influential person who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; and (f) each expert where (i) the misrepresentation is also contained in a report, statement or opinion made by the expert, (ii) the document or public oral statement includes, summarizes or quotes from the report, statement or opinion of the expert, and (iii) if the document was released or the public oral statement was made by a person other than the expert, the expert consented in writing to the use of the report, statement or opinion in the document or public oral statement. Failure to make timely disclosure 176(7) If a responsible issuer fails to make timely disclosure, a person or company who acquires or disposes of the issuer's security between (a) the time when the material change was required by this Act or the regulations to be disclosed; and (b) the later disclosure of the material change in the manner required by this Act or the regulations; has a right of action for damages against the parties listed in subsection (8), without regard to whether the person or company relied on the responsible issuer having complied with its disclosure requirements. Persons and companies who may be liable 176(8) The right of action is against (a) the responsible issuer; (b) each director and officer of the responsible issuer who authorized, permitted or acquiesced in the failure to make timely disclosure; and (c) each influential person, and each director and officer of an influential person, who knowingly influenced (i) the responsible issuer or any person or company acting on behalf of the responsible issuer in the failure to make timely disclosure, or (ii) a director or officer of the responsible issuer to authorize, permit or acquiesce in the failure to make timely disclosure. Multiple roles 176(9) In an action under this section, a person who is a director or officer of an influential person is not liable in that capacity if he or she is liable as a director or officer of the responsible issuer. Multiple misrepresentations 176(10) In an action under this section, the court may treat (a) multiple misrepresentations having common subject matter or content as a single misrepresentation; and (b) multiple instances of failure to make timely disclosure of material changes concerning common subject matter as a single failure to make timely disclosure. No implied or actual authority 176(11) In an action under subsection (3) or (5), if the person who made the public oral statement had apparent authority, but not implied or actual authority, to speak on behalf of the issuer, no other person is liable with respect to any of the responsible issuer's securities that were acquired or disposed of before the other person became, or should reasonably have become, aware of the misrepresentation. S.M. 2006, c. 11, s. 33 . Burden of Proof and Defences Non-core documents and public oral statements 177(1) Subject to subsection (2), in an action under section 176 in relation to a misrepresentation in a document that is not a core document, or a misrepresentation in a public oral statement, a person or company is not liable unless the plaintiff proves that the person or company (a) knew, at the time when the document was released or the public oral statement was made, that the document or public oral statement contained the misrepresentation; (b) at or before the time when the document was released or the public oral statement was made, deliberately avoided acquiring knowledge that the document or public oral statement contained the misrepresentation; or (c) was, by acting or failing to act, guilty of gross misconduct in connection with the release of the document or the making of the public oral statement. Exception re experts 177(2) A plaintiff is not required to prove any of the matters set out in subsection (1) in an action under section 176 in relation to an expert. S.M. 2006, c. 11, s. 33 . Failure to make timely disclosure 178(1) Subject to subsection (2), in an action under section 176 in relation to a failure to make timely disclosure, a person or company is not liable unless the plaintiff proves that the person or company (a) knew, at the time when the failure to make timely disclosure first occurred, of the change and that the change was a material change; (b) at or before the time when the failure to make timely disclosure first occurred, deliberately avoided acquiring knowledge of the change or that the change was a material change; or (c) was, by acting or failing to act, guilty of gross misconduct in connection with the failure to make timely disclosure. Exception re responsible issuers and others 178(2) A plaintiff is not required to prove any of the matters set out in subsection (1) in an action under section 176 in relation to (a) a responsible issuer; (b) an officer of a responsible issuer; (c) an investment fund manager; or (d) an officer of an investment fund manager. S.M. 2006, c. 11, s. 33 . Knowledge of the misrepresentation or material change 179 A person or company is not liable in an action under section 176 in relation to a misrepresentation or a failure to make timely disclosure if the person or company proves that the plaintiff acquired or disposed of the issuer's security (a) with knowledge that the document or public oral statement contained a misrepresentation; or (b) with knowledge of the material change. S.M. 2006, c. 11, s. 33 . Reasonable investigation 180 A person or company is not liable in an action under section 176 in relation to (a) a misrepresentation if the person or company proves that (i) before the document or public oral statement containing the misrepresentation was released or made, the person or company conducted a reasonable investigation or caused a reasonable investigation to be conducted, and (ii) at the time the document was released or the public oral statement was made, the person or company had no reasonable grounds to believe that the document or public oral statement contained the misrepresentation; or (b) a failure to make timely disclosure if the person or company proves that (i) before the failure to make timely disclosure first occurred, the person or company conducted a reasonable investigation or caused a reasonable investigation to be conducted, and (ii) the person or company had no reasonable grounds to believe that the failure to make timely disclosure would occur. S.M. 2006, c. 11, s. 33 . Factors to be considered by the court 181 In determining whether an investigation was reasonable under section 180 or whether any person or company is guilty of gross misconduct under section 177 or 178, the court must consider all relevant circumstances, including (a) the nature of the responsible issuer; (b) the knowledge, experience and function of the person or company; (c) the office held, if the person was an officer; (d) the presence or absence of another relationship with the responsible issuer, if the person was a director; (e) the existence, if any, and the nature of any system designed to ensure that the responsible issuer meets its continuous disclosure obligations; (f) the reasonableness of the person's or company's reliance on the responsible issuer's disclosure compliance system and on the responsible issuer's officers and employees and other persons whose duties would in the ordinary course have given them knowledge of the relevant facts; (g) the period within which disclosure was required to be made under the applicable law; (h) in respect of a report, statement or opinion of an expert, any professional standards applicable to the expert; (i) the extent to which the person or company knew, or should reasonably have known, the content and medium of dissemination of the document or public oral statement; (j) in the case of a misrepresentation in a document or public oral statement, the person's or company's role and responsibility in preparing or releasing the document or making the public oral statement, or in ascertaining the facts contained in the document or public oral statement; and (k) in the case of a failure to make timely disclosure, the person's or company's role and responsibility in the decision not to disclose the material change. S.M. 2006, c. 11, s. 33 . Confidential disclosure 182 A person or company is not liable in an action under section 176 in respect of a failure to make timely disclosure if (a) the person or company proves that the material change was disclosed by the responsible issuer in a report filed on a confidential basis with the commission; (b) the responsible issuer had a reasonable basis for making the disclosure on a confidential basis; (c) where the information contained in the report filed on a confidential basis remains material, disclosure of the material change was made public promptly when the basis for confidentiality ceased to exist; (d) the person or company or the responsible issuer did not release a document or make a public oral statement that, due to the undisclosed material change, contained a misrepresentation; and (e) where the material change became publicly known in a manner other than the manner required under this Act, the responsible issuer promptly disclosed the material change in the manner required under this Act. S.M. 2006, c. 11, s. 33 . Forward-looking information 183(1) A person or company is not liable in an action under section 176 for a misrepresentation in forward-looking information if the person or company proves that (a) the document or public oral statement containing the forward-looking information contained, proximate to that information, (i) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) a statement of the material factors or assumptions that were applied in drawing the conclusion or making the forecast or projection; and (b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information. Public oral statements 183(2) The person or company is deemed to have satisfied the requirements of clause (1)⁠(a) with respect to a public oral statement containing forward-looking information if the person who made the public oral statement (a) made a cautionary statement that the oral statement contains forward-looking information; (b) stated that (i) the actual results could differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) certain material factors or assumptions were applied in drawing the conclusion or making the forecast or projection; and (c) stated that additional information about (i) the material factors that could cause actual results to differ materially from the conclusion, forecast or projection in the forward-looking information, and (ii) the material factors or assumptions that were applied in drawing the conclusion or making the forecast or projection, is contained in a readily available document or in a portion of such a document and has identified that document or that portion of the document. When a document is deemed to be readily available 183(3) For the purposes of subsection (2), a document that is filed with the commission or otherwise generally disclosed is deemed to be readily available. Exception 183(4) Subsection (1) does not relieve a person or company of liability respecting forward-looking information in a financial statement required to be filed under this Act or forward-looking information in a document released in connection with an initial public offering. S.M. 2006, c. 11, s. 33 . Expert report, statement or opinion 184(1) A person or company, other than an expert, is not liable in an action under section 176 with respect to any part of a document or public oral statement that includes, summarizes or quotes from a report, statement or opinion made by the expert in respect of which the responsible issuer obtained the expert's written consent to the use of the report, statement or opinion, if the person or company proves that (a) the consent was not withdrawn in writing before the document was released or the public oral statement was made; (b) the person or company did not know and had no reasonable grounds to believe that there had been a misrepresentation in the part of the document or public oral statement made on the authority of the expert; and (c) the part of the document or oral public statement fairly represented the report, statement or opinion made by the expert. Expert's consent withdrawn 184(2) An expert is not liable in an action under section 176 with respect to any part of a document or public oral statement that includes, summarizes or quotes from a report, statement or opinion made by the expert, if the expert proves that the written consent previously provided was withdrawn in writing before the document was released or the public oral statement was made. S.M. 2006, c. 11, s. 33 . Release of documents 185 A person or company is not liable in an action under section 176 in respect of a misrepresentation in a document, other than a document that must be filed with the commission, if the person or company proves that, at the time of the document's release, the person or company did not know and had no reasonable grounds to believe that it would be released. S.M. 2006, c. 11, s. 33 . Derivative information 186 A person or company is not liable in an action under section 176 for a misrepresentation in a document or a public oral statement, if the person or company proves that (a) the misrepresentation (i) was also contained in a document filed by or on behalf of another person or company, other than the responsible issuer, with the commission, another securities regulatory authority in Canada or an exchange, and (ii) was not corrected in another document filed by or on behalf of that other person or company with the commission or that other securities regulatory authority in Canada or exchange before the release of the document or the public oral statement made by or on behalf of the responsible issuer; (b) the document or public oral statement contained a reference identifying the document that was the source of the misrepresentation; and (c) when the document was released or the public oral statement was made, the person or company did not know and had no reasonable grounds to believe that the document or public oral statement contained a misrepresentation. S.M. 2006, c. 11, s. 33 ; S.M. 2012, c. 12, s. 6 and 12. When corrective action taken 187 A person or company, other than the responsible issuer, is not liable in an action under section 176 (a) if the misrepresentation or failure to make timely disclosure was made without the person's or company's knowledge or consent; and (b) if — where the person or company was aware of the misrepresentation or failure to make timely disclosure before it was corrected or remedied — (i) the person or company promptly notified the directors of the responsible issuer about the misrepresentation or the failure to make timely disclosure, and (ii) in the event that the responsible issuer did not correct the misrepresentation or remedy the failure within two business days after the notification, the person or company, unless prohibited by law or professional confidentiality rules, promptly notified the commission in writing about the misrepresentation or failure to make timely disclosure. S.M. 2006, c. 11, s. 33 . DAMAGES Assessment of damages — securities acquired 188(1) Damages must be assessed in favour of a person or company that acquired an issuer's securities after the release of a document or the making of a public oral statement containing a misrepresentation or after a failure to make timely disclosure as follows: (a) in respect of any of the securities of the responsible issuer that the person or company subsequently disposed of on or before the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages must equal the difference between (i) the average price paid for those securities, including any commissions paid in respect of them, and (ii) the price received on the disposition of those securities, without deducting any commissions paid in respect of the disposition, calculated taking into account the result of hedging or other risk limitation transactions; (b) in respect of any of the securities of the responsible issuer that the person or company subsequently disposed of after the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages must equal the lesser of (i) an amount equal to the difference between (A) the average price paid for those securities, including any commissions paid in respect of them, and (B) the price received on the disposition of those securities, without deducting any commissions paid in respect of the disposition, calculated taking into account the result of hedging or other risk limitation transactions, and (ii) an amount equal to the number of securities that the person or company disposed of, multiplied by the difference between the average price per security paid for those securities, including any commissions paid in respect of them determined on a per security basis, and, (A) if the issuer's securities trade on a published market, the trading price of the issuer's securities on the principal market — as those terms are defined in the regulations — for the 10 trading days after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or (B) if there is no published market, the amount that the court considers just; (c) in respect of any of the securities of the responsible issuer that the person or company has not disposed of, assessed damages must equal the number of securities acquired, multiplied by the difference between the average price per security paid for those securities, including any commissions paid in respect of them determined on a per security basis, and, (i) if the issuer's securities trade on a published market, the trading price of the issuer's securities on the principal market — as those terms are defined in the regulations — for the 10 trading days after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or (ii) if there is no published market, the amount that the court considers just. Assessment of damages — securities disposed of 188(2) Damages must be assessed in favour of a person or company that disposed of securities after a document was released or a public oral statement made containing a misrepresentation or after a failure to make timely disclosure as follows: (a) in respect of any of the securities of the responsible issuer that the person or company subsequently acquired on or before the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages must equal the difference between (i) the average price received on the disposition of those securities, deducting any commissions paid in respect of the disposition, and (ii) the price paid for those securities, without including any commissions paid in respect of them, calculated taking into account the result of hedging or other risk limitation transactions; (b) in respect of any of the securities of the responsible issuer that the person or company subsequently acquired after the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages must equal the lesser of (i) an amount equal to the difference between (A) the average price received on the disposition of those securities, deducting any commissions paid in respect of the disposition, and (B) the price paid for those securities, without including any commissions paid in respect of them, calculated taking into account the result of hedging or other risk limitation transactions, and (ii) an amount equal to the number of securities that the person or company disposed of, multiplied by the difference between the average price per security received upon the disposition of those securities, deducting any commissions paid in respect of the disposition determined on a per security basis, and, (A) if the issuer's securities trade on a published market, the trading price of the issuer's securities on the principal market — as those terms are defined in the regulations — for the 10 trading days after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or (B) if there is no published market, the amount that the court considers just;

(c) in respect of any of the securities of the responsible issuer that the person or company has not acquired, assessed damages must equal the number of securities that the person or company disposed of, multiplied by the difference between the average price per security received on the disposition of those securities, deducting any commissions paid in respect of the disposition determined on a per security basis, and, (i) if the issuer's securities trade on a published market, the trading price of the issuer's securities on the principal market — as those terms are defined in the regulations — for the 10 trading days after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or (ii) if there is no published market, then the amount that the court considers just. Unrelated changes in market price 188(3) Despite subsections (1) and (2), assessed damages must not include any amount that the defendant proves is attributable to a change in the market price of securities that is unrelated to the misrepresentation or the failure to make timely disclosure. S.M. 2006, c. 11, s. 33 . Proportionate liability 189(1) In an action under section 176, the court must determine, in respect of each defendant found liable in the action, the defendant's responsibility for the damages assessed in favour of all plaintiffs in the action. Subject to the limits set out in subsection 190(1), each of those defendants is liable to the plaintiffs for only that portion of the aggregate amount of damages assessed that corresponds to that defendant's responsibility for the damages. Liability of certain defendants 189(2) Despite subsection (1), if in an action under section 176 in respect of a misrepresentation or a failure to make timely disclosure a court determines that a particular defendant, other than the responsible issuer, authorized, permitted or acquiesced in the making of the misrepresentation or failure to make timely disclosure while knowing that it was a misrepresentation or failure to make timely disclosure, the plaintiff may recover the whole amount of the damages assessed in the action from that defendant. Joint and several liability 189(3) Each defendant in respect of whom the court has made a determination under subsection (2) is jointly and severally liable with each other defendant in respect of whom the court has made a determination under that subsection. Contribution among defendants 189(4) Any defendant against whom recovery is obtained under subsection (2) is entitled to claim contribution from any other defendant who is found liable in the action. S.M. 2006, c. 11, s. 33 . Limits on damages 190(1) Despite section 188, the damages payable by a person or company in an action under section 176 are the lesser of (a) the total damages assessed against the person or company in the action; and (b) the liability limit for the person or company, (i) less the total of all damages assessed after appeals, if any, against the person or company in all other actions brought under section 176 and under comparable legislation in other provinces or territories in Canada in respect of the same misrepresentation or failure to make timely disclosure, and (ii) less any amount paid in settlement of any such actions. When subsection (1) does not apply 190(2) Subsection (1) does not apply to a person or company, other than the responsible issuer, if the plaintiff proves that the person or company (a) authorized, permitted or acquiesced in; or (b) influenced; the making of the misrepresentation or the failure to make timely disclosure while knowing that it was a misrepresentation or a failure to make timely disclosure. S.M. 2006, c. 11, s. 33 . PROCEDURAL MATTERS Leave to proceed 191(1) No action may be commenced under section 176 without leave of the court granted on motion with notice to each defendant. Grounds for granting leave 191(2) The court must grant leave only if it is satisfied that (a) the action is brought in good faith; and (b) there is a reasonable possibility that the action will be successful. Application must be sent to the commission 191(3) A copy of the application for leave to proceed and the affidavits filed with the court must be sent to the commission when filed. S.M. 2006, c. 11, s. 33 . News release and other notices 192 A person or company that is granted leave to commence an action under section 176 must (a) promptly issue a news release stating that leave has been granted to commence the action; (b) send a written notice to the commission within seven days, together with a copy of the news release; and (c) send a copy of the statement of claim or other originating document to the commission when it is filed. S.M. 2006, c. 11, s. 33 . Restriction on discontinuation, abandonment and settlement of action 193 An action under section 176 must not be discontinued, abandoned or settled without the approval of the court given on such terms as the court thinks fit, including, but not limited to, terms as to costs. In determining whether to approve the settlement of the action, the court must consider (a) whether there are any other actions outstanding under section 176 or under comparable legislation in the other provinces or territories in Canada in respect of the same misrepresentation or failure to make timely disclosure; and (b) any other relevant matter. S.M. 2006, c. 11, s. 33 . Costs 194 Despite The Court of King's Bench Act , the prevailing party in an action under section 176 is entitled to costs determined by a court in accordance with applicable rules of civil procedure. S.M. 2006, c. 11, s. 33 . Power of the commission 195 The commission may intervene in an action under section 176 and in an application for leave under section 191. S.M. 2006, c. 11, s. 33 . No derogation from other rights 196 The right of action for damages and the defences to an action under section 176 are in addition to, and do not derogate from, any other rights or defences the plaintiff or defendant may have in an action brought otherwise than under this Part. S.M. 2006, c. 11, s. 33 . Limitation periods 197(1) No action may be commenced under section 176, (a) in respect of a misrepresentation in a document, later than the earlier of (i) three years after the document containing the misrepresentation was first released, and (ii) six months after a news release is issued stating that leave has been granted to commence an action under section 176 or under comparable legislation in another province or territory of Canada in respect of the same misrepresentation; (b) in respect of a misrepresentation in a public oral statement, later than the earlier of (i) three years after the public oral statement containing the misrepresentation was made, and (ii) six months after a news release is issued stating that leave has been granted to commence an action under section 176 or under comparable legislation in another province or territory of Canada in respect of the same misrepresentation; and (c) in respect of a failure to make timely disclosure, later than the earlier of (i) three years after the requisite disclosure was required to be made, and (ii) six months after a news release is issued stating that leave has been granted to commence an action under section 176 or under comparable legislation in another province or territory of Canada in respect of the same failure to make timely disclosure. Period not to run 197(2) A limitation period established by subsection (1) in respect of an action does not run from the day on which an application for leave under section 191 is filed until (a) the court grants leave or dismisses the application, and (i) all appeals have been exhausted, or (ii) the time for an appeal has expired without an appeal being filed; or (b) the application is abandoned or discontinued. S.M. 2006, c. 11, s. 33 ; S.M. 2012, c. 12, s. 53 . PART XIX CREDIT RATING ORGANIZATIONS Definitions 198 The following definitions apply in this Part. "credit rating" means an assessment that is publicly disclosed or distributed by subscription concerning the creditworthiness of an issuer (a) as an entity; or (b) with respect to specific securities or a specific pool of securities or assets. (« notation ») "credit rating organization" means a person or company that issues credit ratings. (« organisme de notation ») S.M. 2011, c. 12, s. 12 . Applying for designation 199(1) A credit rating organization may apply to the commission to be designated by the commission if the credit rating organization wants its credit ratings to satisfy (a) a requirement of this Act or the regulations that a credit rating be given by a credit rating organization designated by the commission; or (b) a condition for an exemption under this Act or the regulations. Designation 199(2) Subject to any terms or conditions that the commission considers appropriate, it may designate a credit rating organization if (a) an application for designation is made by the credit rating organization or the Director; and (b) the commission considers it in the public interest to designate the credit rating organization. Cancelling a designation or making changes 199(3) The commission may, if it considers it in the public interest, cancel the designation of a credit rating organization or impose or change the terms and conditions of the designation. Right to hearing 199(4) The commission must not, without giving the credit rating organization an opportunity to be heard, (a) refuse to designate it as a credit rating organization; (b) cancel its designation; (c) impose terms and conditions on the designation or change the terms and conditions to which it is subject; or (d) designate it as a credit rating organization upon the application of the Director. S.M. 2011, c. 12, s. 12 . Duty to comply with prescribed requirements 200 A designated credit rating organization must comply with such requirements as may be prescribed by the regulations, including requirements (a) about the establishment, publication and enforcement by the credit rating organization of a code of conduct applicable to its directors, officers and employees; (b) about the minimum requirements to be included in the code of conduct; (c) prohibiting conflicts of interest between the credit rating organization and a person or company whose securities are being rated; and (d) establishing procedures to be followed if conflicts of interest arise or to avoid conflicts of interest. S.M. 2011, c. 12, s. 12 . Commission not involved in credit rating 201 Nothing in this Part is to be construed as authorizing the commission to direct or regulate the content of credit ratings or methodologies used to determine credit ratings. S.M. 2011, c. 12, s. 12 . Representations about commission approval 202 No person or company shall make an oral or written representation that the commission or the Director has passed judgment on the merits of a credit rating or the methodologies used to determine the credit rating. S.M. 2011, c. 12, s. 12 . PART XX AUDITOR OVERSIGHT BODIES Definition 203 In this Part, "auditor oversight body" means a body that (a) regulates the auditing or review of financial statements that are required to be filed under this Act; and (b) is recognized under this Part. S.M. 2011, c. 12, s. 12 . Recognizing auditor oversight bodies 204(1) The commission may, in writing, recognize a body as an auditor oversight body if the commission considers (a) that it is in the public interest to do so; and (b) that the body (i) is in compliance with this Act and the regulations, and (ii) is able to continue to be in compliance. Hearing 204(2) The commission must not refuse to recognize a body as an auditor oversight body without giving the body an opportunity to be heard. S.M. 2011, c. 12, s. 12 . Suspension or cancellation of recognition 205 If the commission, after giving an auditor oversight body an opportunity to be heard, considers it in the public interest to do so, it may reprimand the body or suspend, cancel, restrict or impose terms and conditions on its recognition under this Part. S.M. 2011, c. 12, s. 12 . Voluntary surrender of recognition 206 Subject to any terms and conditions that it may impose, the commission may accept the voluntary surrender of the recognition of an auditor oversight body if (a) the auditor oversight body applies; and (b) the commission considers that the acceptance will not be prejudicial to the public interest. S.M. 2011, c. 12, s. 12 . Commission's powers 207 If the commission considers it in the public interest to do so, it may make a decision in respect of (a) an internal regulation or proposed internal regulation of an auditor oversight body; or (b) a direction, decision, order or ruling made under an internal regulation of the body. S.M. 2011, c. 12, s. 12 . Auditor oversight body to regulate members and participants 208(1) Subject to this Act, the regulations, the commission's decisions and the Director's decisions, an auditor oversight body must regulate the standards of practice and business conduct of its members and participants. Limitations on duty to regulate 208(2) For the purpose of subsection (1), an auditor oversight body is not required to regulate the standards of practice and business conduct of its members and participants except to the extent that the regulation relates to the auditing or review of financial statements that are required to be filed under this Act. S.M. 2011, c. 12, s. 12 . Auditor oversight body may adopt rules, standards or policies 209 For the purpose of performing its duties under section 208, an auditor oversight body may adopt a rule, standard or policy for regulating its members or participants on the basis that a government, a governmental authority or another regulatory body applies the same rule, standard or policy. S.M. 2011, c. 12, s. 12 . Auditor oversight body may require disclosure 210(1) If a member or participant of an auditor oversight body receives from the auditor oversight body a written request to provide information or records relevant to the auditing or review of financial statements that are required to be filed under this Act, the member or participant must provide the information or records that (a) are specified in the request; or (b) are within the class described in the request; including information or records relating to or prepared by an issuer, whether or not the issuer is named in the request. Auditor oversight body may set time for disclosure 210(2) An auditor oversight body may, in the request under subsection (1), specify a reasonable time or interval when the information or records are to be provided to the auditor oversight body. Restriction on disclosure 210(3) An auditor oversight body may require the provision of information or records under subsection (1) that are the subject of solicitor-client privilege if access to the information or records is absolutely necessary to the purpose of the review of the audit. Privilege preserved 210(4) Disclosure of information or records under subsection (1) does not negate or constitute a waiver of any privilege and the privilege continues for all other purposes. S.M. 2011, c. 12, s. 12 . Auditor oversight body and personnel not compellable 211 An auditor oversight body or a director, officer, employee or agent of an auditor oversight body is not required, in any proceeding to which the auditor oversight body is not a party other than a criminal proceeding, to testify or produce evidence about information or records obtained in the discharge of the auditor oversight body's duties. S.M. 2011, c. 12, s. 12 .