Although National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) and National Instrument 31- 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) consolidate and harmonize most of the prospectus and registration exemptions available under Canadian securities laws, there continues to be several distinctive local prospectus and registration exemptions as well as some unique requirements that apply in particular Canadian jurisdictions. By way of example, in Alberta, ASC Rule 45-511 Local Prospectus Exemptions and Related Requirements (“ASC 45-511”) imposes additional requirements on issuers that deliver an offering memorandum to a purchaser in respect of a distribution made in reliance on the $150,000 “minimum amount investment” prospectus exemption in section 2.10 of NI 45-106. In particular, the offering memorandum must either be prepared in accordance with the form requirements generally applicable to an issuer that relies on the “offering memorandum exemption” or include a form of certificate, executed by the requisite individuals, which states that the offering memorandum does not contain a misrepresentation. In addition, the offering memorandum must include a statement describing the particular rights of action available to the purchaser in Alberta as a result of relying on the exemption. Local rules such as ASC 45-511 are generally triggered when securities of an issuer (including an Ontariobased issuer) are sold to an investor who resides in the local jurisdiction. Although there is a relatively high degree of harmonization in Canadian securities regulation, if you are involved in the distribution of securities to investors who reside outside of Ontario, it is important to be aware of local requirements. We would be pleased to help you navigate them.