Reports of Exempt Distribution

Form 45-106F1 Report of Exempt Distribution

Issuers and underwriters that rely on certain prospectus exemptions to distribute securities are required to file a report of exempt distribution on Form 45-106F1 Report of Exempt Distribution (Report) within a prescribed timeframe set out in National Instrument 45-106 Prospectus Exemptions (NI 45-106). Other National, Multilateral or Local Instruments may also require filing of a Report.

The Report must be filed through SEDAR+.

Schedules 1 and 2 of the Report must be filed using the following templates developed by the CSA:

[Please note that the official versions of the Schedule 1 and 2 Templates in Québec are available on the Autorité des marchés financiers website.]

For more information on the Report, including guidance on completing and filing to the Report, see:

  • CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions – June 9, 2023
  • CSA Staff Notice 45-325 Filing Requirement and Fee Payable for Exempt Distributions involving Fully Managed Accounts – February 7, 2019

The Report came into force in all CSA jurisdictions on June 30, 2016, replacing the prior version of Form 45-106F1 Report of Exempt Distribution and Form 45-106F6 British Columbia Report of Exempt Distribution.  The Report was amended on October 5, 2018 to provide greater clarity and flexibility regarding the certification requirement of the Report and streamline certain information requirements, while still providing regulators with the information necessary for oversight and policy development. The Report was further amended on June 9, 2023 to reflect that it must now be filed on SEDAR+ in all jurisdictions.

[These documents are available on various CSA members’ websites]

Report for Coordinated Blanket Order 13-933

On July 20, 2023, every member of the CSA issued a local blanket order entitled Coordinated Blanket Order 13-933 Temporary exemption from the requirement to transmit a report of exempt distribution through SEDAR+ in connection with distributions of eligible foreign securities to permitted clients (collectively, Coordinated Blanket Order 13-933). In Ontario, Coordinated Blanket Order 13-933 has expired and, effective January 21, 2025, Blanket Order 13-512 Temporary Exemption from the Requirement to Transmit a Report of Exempt Distribution through SEDAR+ in connection with Distributions of Eligible Foreign Securities to Permitted Clients (Interim Class Order) (Blanket Order 13-512) came into force.

The exemption in Coordinated Blanket Order 13-933 is only available in respect of a distribution of an eligible foreign security to a permitted client. A Report filed in respect of a distribution in reliance on Coordinated Blanket Order 13-933 must be filed in the manner set out in Appendix A of Coordinated Blanket Order 13-933, and using the form of Report in Appendix B of Coordinated Blanket Order 13-933. In Ontario, Blanket Order 13-512 limits the exemption available under Coordinated Blanket Order 13-933 to issuers that do not have a SEDAR+ profile and are not reporting issuers in Canada at the time of distribution of an eligible foreign security to a permitted client. The following fillable PDF of the form of Report must be used for filings in Ontario in accordance with the filing instructions in Appendix A of Blanket Order 13-512:

Please note that the above fillable PDF form may not be used in Québec. The official version of the report in Québec is available on the Autorité des marchés financiers website.