New – Reporting Requirements for Prospectus Exemptions

Further amendments were made to the Prospectus Exemptions on July 7th 2016. The Ontario Securities Commission has introduced a new harmonized report of exempt distribution. The amendment aims to reduce reporting requirements for foreign issuers conducting offerings into Canada and creates a new reporting form (Form 45 -106F1). Previously, all issuers and underwriters were required to identify whether a purchaser is a registrant or an insider of the issuer. The amendment now excludes certain issuers from this reporting requirement. Those issuers who are (a) a foreign public issuer, (b) a wholly owned subsidiary of a foreign public issuer or (c) distributing eligible foreign securities only to permitted clients will not need to disclose whether a purchaser is a registrant or an insider of the issuer.


The amendment follows concerns expressed by foreign issuers and dealers conducting offerings into Canada about the reporting requirements. Following the amendment and relaxed reporting requirements offerings into Canada should appeal to foreign issuers and dealers.


If you have any questions or would like more information regarding the Exempt Market or Private Placement Exemptions, call or email Koby Smutylo at 613 869 5440 or


The Prospectus and Registration Exemptions can be found online here and links to amendments and announcements from the commission can be found here.


Industry Canada Now Part of Newly Created “Innovation, Science and Economic Development Canada”

Innovation, Science and Economic Development Canada was recently formed by Canada’s Trudeau government by the amalgamation of Industry Canada and the Ministry for Science and Technology. The motive here is clear, to closer associate science and technology with economic growth and development. As technology becomes a key driver of economic growth it has become clear that governments must engage and foster the science and technology sectors. While economies have always been directly linked to technology and innovation, they have rarely been governed or regulated as one industry. The recent reorganization of Industry Canada is the first sign of the new government recognizing the intrinsic link between the two sectors and the pivotal role they will play in Canada’s future. Foreign technology companies operating in Canada might be wondering how exactly this restructuring will affect them, particularly might their obligations change under the new ministry. Additionally, will the pairing of Industry Canada and the Ministry of Science and Technology possibly open new avenues for investment or streamline business processes.

Simply, for companies applying to Innovation, Science and Economic Development Canada for certification or registration of wireless products under RSP-100 there will be no material change of substance or procedure. Similarly, compliance and liaison obligations will remain the same for the time being. For our clients this means business as usual and in case of change our clients will be duly notified and the proper arrangements and corrections will be made.

In the long run, this coupling of ministries could signify new opportunities for our wireless technologies clients. As developments occur and the nature of this fledgling organization becomes clear we will actively bring to our clients opportunities for growth. We do forecast that reporting across our clients organization will be come streamlined, as prior compliance to the Ministry of Science and Technology mandates and those of Industry Canada will now be owed to one organization. This will result in improved communication and report with the Ministry and sprout long lasting relationships. Clients wishing to explore consolidation of reporting or legislation compliance should contact Smutylo Law+ to explore their options.

If you have any questions or would like more information regarding Industry Canada; Innovation, Science and Economic Development Canada; Canadian Representatives or RSP-100 (Certification of Radio Apparatus) procedures call or email Koby Smutylo at 613 869 5440 or

The Cookie and The Court – Medical Marijuauna Extracts

In R. v Owen Smith, the BC trial judge found that the regulatory scheme breached s. 7 of the Charter, was arbitrary, and could not be justified. He struck the word “dried’ and the definition of “dried marijuana” from the Regulations. A majority of the BC Court of Appeal dismissed the appeal, but varied the trial judge’s order by suspending the effect of the declaration for one year to give Parliament a chance to respond.
This decision was appealed by the Crown and is scheduled to be heard by the Supreme Court of Canada on March 20, 2015.
Until the SCC rules, the R. v Owen Smith decision makes it constitutionally protected in BC to possess and consume extracts by MMAR patients subject to the Allard injunction.  The decision does not cover MMPR patients per se but an MMPR patient charged in B.C. should be able to use the reasoning in the R. v Owen Smith decision to successfully defend against the charge.  Since this is a BC court decision, it is not binding on courts in other provinces and territories of Canada. So, neither MMAR nor MMPR patients outside of BC risk being charged and, potentially, convicted for marijuana extract possession and consumption.   I say “potentially” because Court of Appeal decisions are considered by lower courts in other provinces, so a person charged may use the same charter grounds to avoid a conviction.
In March, if the SCC upholds the BCCA decision than all Canadian MMAR injunction-protected patients and MMPR patients could use R. v. Owen Smith to avoid a conviction and Parliament would have one year to respond.  However, there are other possible outcomes….For example, the SCC could find that Owen Smith did not have standing to argue the constitutionality of the law and in doing so the SCC could avoid the issue altogether.  Also, even if the BCCA decision is upheld, there would continue to be uncertainty until Parliament reacts and, even then, such a reaction may be subject to further constitutional challenges.
Bottom line is that barring a strong decision by the SCC overturning R. v Owen Smith on constitutional grounds (i.e. not standing) we are in for a long period of uncertainty regarding the legality of extracts.

If you have any questions or would like more information regarding applying to be a licensed producer under the MMPR, Canada’s Marijuana for Medical Purposes Regulations, call or email Koby Smutylo at 613 869 5440 or








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