(1) An issuer is qualified to file a short form prospectus that is a preliminary base shelf prospectus for non-convertible debt securities, non-convertible preferred shares or nonconvertible cash settled derivatives if, at the time of filing, the issuer is qualified under section 2.4 of NI 44-101 to file a prospectus in the form of a short form prospectus.
(2) An issuer that has filed a preliminary base shelf prospectus in reliance on subsection (1) is qualified to file a short form prospectus that is the corresponding base shelf prospectus.
(3) A receipt issued for a base shelf prospectus of an issuer qualified under subsection (2) is effective until the earliest of
(a) the date 25 months from the date of its issue;
(b) the time immediately before the entering into of an agreement of purchase and sale for a security to be sold under the base shelf prospectus, if at that time
(i) a credit supporter has not provided full and unconditional credit support for the securities to which the shelf prospectus supplement relates,
(ii) unless the requirements of subparagraph 2.4(1)(b)(ii) of NI 44-101, but not the requirements of subparagraph 2.4(1)(b)(i) of NI 44-101, were satisfied at the time the issuer filed its base shelf prospectus, the credit supporter does not have current annual financial statements and does not satisfy the requirements of the exemption in either of subsection 2.7(1) or (2) of NI 44-101,
(iii) unless the requirements of subparagraph 2.4(1)(b)(ii) of NI 44-101, but not the requirements of subparagraph 2.4(1)(b)(i) of NI 44-101, were satisfied at the time the issuer filed its base shelf prospectus, the credit supporter does not have a current AIF and does not satisfy the requirements of the exemption in either of subsection 2.7(1) or (2) of NI 44-101,
(iv) the issuer has withdrawn its notice declaring the issuer’s intention to be qualified to file a short form prospectus under NI 44-101, or
(v) either of the following is true
(A) the credit supporter’s equity securities are not listed or posted for trading on a short form eligible exchange, or
(B) the credit supporter is a credit supporter
(I) whose operations have ceased, or
(II) whose principal asset is cash, cash equivalents, or its exchange listing, and
either of the following is true:
(C) the credit supporter does not have issued and outstanding non-convertible securities that
(I) have received a designated rating,
(II) have not been the subject of an announcement by a designated rating organization or its DRO affiliate, of which the issuer is or ought reasonably to be aware, that the designated rating given by the organization or its DRO affiliate may be down-graded to a rating category that would not be a designated rating, and
(III) have not received a rating lower than a designated rating from any designated rating organization or its DRO affiliate , or
(D) the securities to which the agreement relates
(I) have not received a final designated rating,
(II) have been the subject of an announcement by a designated rating organization or its DRO affiliate , of which the issuer is or ought reasonably to be aware, that the designated rating given by the organization or its DRO affiliate may be down-graded to a rating category that would not be a designated rating, and
(III) have received a provisional or final rating lower than a designated rating from any designated rating organization or its DRO affiliate and
(c) in Ontario, the lapse date prescribed by securities legislation.
