National Instrument 44-102 Shelf Distributions
Part 2 Shelf Qualification And Period Of Receipt Effectivess
Section 2.2

Shelf Qualification For Distributions Qualified Under Section 2.2 Of NI 44-101 (Basic Qualification)

(1) An issuer is qualified to file a preliminary short form prospectus that is a preliminary base shelf prospectus if, at the time of filing, the issuer is qualified under section 2.2 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 the qualification criteria in 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) the issuer 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,

(ii) the issuer 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,

(iii) the issuer’s equity securities are not listed or posted for trading on a short form eligible exchange,

(iv) the issuer is an issuer

(A) whose operations have ceased, or

(B) whose principal asset is cash, cash equivalents, or its exchange listing, or

(v) the issuer has withdrawn its notice declaring the issuer’s intention to be qualified to file a short form prospectus under NI 44-101; and

(c) in Ontario, the lapse date prescribed by securities legislation.


National Instrument 44-102 Shelf Distributions
Part 2 Shelf Qualification And Period Of Receipt Effectivess
Section 2.3

Shelf Qualification For Distributions Qualified Under Section 2.3 Of NI 44-101 (Designated Rating Non-Convertible Securities)

(1) An issuer is qualified to file a preliminary short form prospectus that is a preliminary base shelf prospectus for designated rating non-convertible securities if, at the time of filing, the issuer

(a) is qualified under section 2.3 of NI 44-101 to file a prospectus in the form of a short form prospectus; and

(b) has reasonable grounds for believing that, if it were to distribute securities under the base shelf prospectus, the securities distributed would receive a designated rating and would not receive a rating lower than a designated rating from any designated rating organization or its DRO affiliate.

(2) An issuer that has filed a preliminary base shelf prospectus in reliance on the qualification criteria in subsection (1) is qualified to file a short form prospectus that is the corresponding base shelf prospectus if, at the time of the filing of the base shelf prospectus, the issuer has reasonable grounds for believing that, if it were to distribute non-convertible securities under the base shelf prospectus, the securities distributed would receive a designated rating and would not receive a rating lower than a designated rating from any designated rating organization or its DRO affiliate.

(3) A receipt issued for a base shelf prospectus of an issuer filed 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) the issuer 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,

(ii) the issuer 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,

(iii) 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

(iv) the securities to which the agreement relates

(A) have not received a final designated rating,

(B) are 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, or

(C) 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.


National Instrument 44-102 Shelf Distributions
Part 2 Shelf Qualification And Period Of Receipt Effectivess
Section 2.4

Shelf Qualification For Distributions Under Section 2.4 Of NI 44-101 (Guaranteed Nonconvertible Debt Securities, Preferred Shares And Cash Settled Derivatives)

(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.


National Instrument 44-102 Shelf Distributions
Part 2 Shelf Qualification And Period Of Receipt Effectivess
Section 2.5

Shelf Qualification For Distributions Under Section 2.5 Of NI 44-101 (Guaranteed Convertible Debt Securities Or Preferred Shares)

(1) An issuer is qualified to file a short form prospectus that is a preliminary base shelf prospectus for convertible debt securities and convertible preferred shares if, at the time of filing, the issuer is qualified under section 2.5 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 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) the securities to which the agreement relates are not convertible into securities of a credit supporter that has provided full and unconditional credit support for the securities being distributed,

(ii) 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) 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 credit supporter’s equity securities are not listed or posted for trading on a short form eligible exchange,

(v) the credit supporter is a credit supporter

(A) whose operations have ceased, or

(B) whose principal asset is cash, cash equivalents, or its exchange listing, or

(vi) the issuer has withdrawn its notice declaring the issuer’s intention to be qualified to file a short form prospectus under NI 44-101; and

(c) in Ontario, the lapse date prescribed by securities legislation.


National Instrument 44-102 Shelf Distributions
Part 2 Shelf Qualification And Period Of Receipt Effectivess
Section 2.6

Shelf Qualification For Distributions Under Section 2.6 Of NI 44-101 (Asset-Backed Securities)

(1) An issuer that is qualified under section 2.6 of NI 44-101 to file a prospectus in the form of a short form prospectus may file a preliminary base shelf prospectus for asset-backed securities if, at the time of filing, the issuer has reasonable grounds for believing that

(a) all asset-backed securities that it may distribute under the base shelf prospectus will receive a designated rating; and

(b) no asset-backed securities that it may distribute under the base shelf prospectus will receive a rating lower than a designated rating from a designated rating organization or its DRO affiliate.

(2) An issuer that has filed a preliminary base shelf prospectus in reliance on the qualification criteria in section 2.6 of NI 44-101 may file the corresponding base shelf prospectus if, at the time of the filing of the base shelf prospectus, the issuer has reasonable grounds for believing that

(a) all asset-backed securities that it may distribute under the base shelf prospectus will receive a designated rating; and

(b) no asset-backed securities that it may distribute under the base shelf prospectus will receive a rating lower than an approved rating from any designated rating organization or its DRO affiliate.

(3) A receipt issued for a base shelf prospectus qualified under subsection (2) is effective for a distribution of asset-backed securities 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 an asset-backed security to be sold under the base shelf prospectus, if at that time

(i) the issuer 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,

(ii) the issuer 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, or

(iii) the asset-backed securities to which the agreement relates

(A) have not received a final designated rating,

(B) 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, or

(C) 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.