The Securities Commission has granted Ivanhoe Electric Inc. an exemption from the prospectus requirement for certain marketing activities that are not explicitly allowed by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). This exemption enables investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows for future offerings under Ivanhoe Electric Inc.’s Final MJDS Base Prospectus.
The exemption was necessary because NI 71-101 lacks equivalent provisions to Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102), which governs marketing activities in connection with shelf distributions in Canada. The granted relief is conditional upon the investment dealers complying with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102 as if the Final MJDS Base Prospectus were a final base shelf prospectus under NI 44-102.
The British Columbia Securities Commission is the principal regulator for this application, and the decision also represents the decision of the securities regulatory authority in Ontario. The exemption is based on the understanding that Canadian purchasers of securities offered under the Final MJDS Base Prospectus can only buy these securities through an investment dealer registered in their province of residence.
The relevant legislative provisions underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1)2, and National Instrument 71-101 The Multijurisdictional Disclosure System, section 11.3. The decision was made on September 15, 2023.