This Part does not apply to an issuer carrying out a related party transaction if
(a) the issuer is not a reporting issuer,
(b) the issuer is a mutual fund,
(c)
(i) at the time the transaction is agreed to, securities held by beneficial owners in the local jurisdiction constitute less than two per cent of the outstanding securities of each class of affected securities of the issuer, and
(ii) all documents concerning the transaction that are sent generally to other holders of affected securities of the issuer are concurrently sent to all holders of the securities in the local jurisdiction,
(d) the parties to the transaction consist solely of
(i) an issuer and one or more of its wholly-owned subsidiary entities, or
(ii) wholly-owned subsidiary entities of the same issuer,
(e) the transaction is a business combination for the issuer,
(f) the transaction would be a business combination for the issuer except that it comes within an exception in any of paragraphs (a) to (e) of the definition of business combination,
(g) the transaction is a downstream transaction for the issuer,
(h) the issuer is obligated to and carries out the transaction substantially under the terms
(i) that were agreed to, and generally disclosed, before December 15, 2000 in Québec and before May 1, 2000 in Ontario,
(ii) that were agreed to, and generally disclosed, before the issuer became a reporting issuer, or
(iii) of a previous transaction the terms of which were generally disclosed, including an issuance of a convertible security, if the previous transaction was carried out in compliance with this Instrument, including in reliance on any applicable exemption or exclusion, or was not subject to this Instrument,
(i) the transaction is a distribution
(i) of securities of the issuer and is a related party transaction for the issuer solely because the interested party is an underwriter of the distribution, and
(ii) carried out in compliance with, including in reliance on any applicable exemption from, National Instrument 33-105 Underwriting Conflicts,
(j) the issuer is subject to the requirements of Part IX of the Loan and Trust Corporations Act (Ontario), the Act respecting Trust Companies and Savings Companies (Quebec), Part XI of the Bank Act (Canada), Part XI of the Insurance Companies Act (Canada), or Part XI of the Trust and Loan Companies Act (Canada), or any successor to that legislation, and the issuer complies with those requirements, or
(k) the transaction is a rights offering, dividend distribution, or any other transaction in which the general body of holders in Canada of affected securities of the same class are treated identically on a per security basis, if
(i) the transaction has no interested party within the meaning of paragraph (d) of the definition of interested party, or
(ii) the transaction is a rights offering, there is an interested party only because a related party of the issuer provides a stand-by commitment for the rights offering, and the stand-by commitment complies with National Instrument 45-106 Prospectus Exemptions.