What is a Report of Exempt Distribution? How do I get the data to file one?

Here are the key aspects of a Report of Exempt Distribution:

1. Exemptions: The distribution of securities is often exempt from the prospectus requirement under specific conditions outlined in National Instrument 45-106 Prospectus Exemptions. Common exemptions include distributions through offering memorandum, accredited investors, family, friends and business associates, and minimum investment amounts.

2. Purpose: The purpose of the report is to provide transparency and regulatory oversight. It helps securities regulators monitor the use of exemptions and the extent of exempt market activities.

3. Contents: The report typically includes:

   • Information about the issuer (the company issuing the securities).
   • Details of the distribution, including the type and number of securities distributed.
   • Information about the purchasers, such as the total number of purchasers and the amount of money raised.
   • The exemption relied upon for the distribution.

4. Filing Requirements: The report must be filed with the securities regulatory authority in each jurisdiction where the distribution takes place. Filing deadlines can vary but are often within ten days after the distribution.

5. Fees: There are fees associated with filing the report, which also vary by jurisdiction.

What are the steps to file a report?

Filing on SEDAR+ (System for Electronic Document Analysis and Retrieval Plus) involves several steps. SEDAR+ is the platform used by Canadian public companies and other issuers to file documents with the Canadian securities regulatory authorities. Here's a general overview of the steps to file on SEDAR+:

1. Create a Profile: Before you can file documents, you need to create a profile for your organization on SEDAR+. This profile will include basic information about your organization, such as its name, address, and contact information.

2. Obtain a SEDAR+ Account: You need to obtain a SEDAR+ account by registering with CDS (Canadian Depository for Securities). This involves completing the necessary forms and agreements, which can be found on the SEDAR+ website.

3. Login to SEDAR+: Once your account is set up, log in to the SEDAR+ platform using your credentials.

4. Prepare Your Documents: Ensure that all documents to be filed are prepared in the required format. This often includes PDF files for the actual documents and may require specific forms or templates depending on the type of filing.

5. Select Filing Type: In SEDAR+, select the type of filing you are making. There are different categories such as continuous disclosure, exempt market offerings, or others depending on your needs.

6. Enter Filing Information: Enter all necessary information related to your filing, such as the issuer's name, the type of document being filed, the filing date, and any other required details.

7. Upload Documents: Upload the prepared documents to the SEDAR+ system. Ensure that all documents are correctly formatted and meet the size and technical requirements of SEDAR+.

8. Review and Validate: Before submitting, review all the entered information and uploaded documents for accuracy. Validate the filing to check for any errors or issues.

9. Submit Filing: Once you are satisfied that all information and documents are correct, submit the filing. You will receive a confirmation upon successful submission.

10. Payment of Fees: Depending on the type of filing, there may be fees associated. Ensure that any required fees are paid as part of the submission process.

11. Monitor Filing Status: After submission, monitor the status of your filing on SEDAR+. Ensure that the filing is accepted and address any issues or requests from the securities regulatory authorities if needed.

For more detailed instructions and specific requirements, it's recommended to consult the SEDAR+ user guide or the help resources available on the SEDAR+ website, as well as any relevant securities regulations that pertain to your specific filing type.

How do I download the data from addyBusiness?

addy Business Software Corp. is not responsible for the accuracy or completeness of the data submitted through the platform. It is the sole responsibility of the issuer to verify and certify all information prior to submission to the securities commission. addy Business Software Corp. does not guarantee the correctness of the data and disclaims any liability for errors or omissions in the information provided.

1. Click the "Report of Exempt Distribution" tab at the far right of your addy Business account:



2. Observe that, for each Closing you have conducted, there is a corresponding row in the table shown on the page:

3. Each Closing lists the following elements:
   a. Closing Date - The Date of the Closing
   b. Exemption(s) Used - All of the Prospectus Exemptions used by transactions in the Closing

   c. Report Deadline - The deadline to file a Report of Exempt Distribution for this Closing

   d. Download Data - Select the Exemption Types you would like to download data for, or select "All Exemption Types"

4. Select Exemption Type to Download: Select a specific Exemption Type under Download Data to download a report showing only transactions in this specific Closing using that Exemption Type. You may also select "All Exemption Types" to view a report showing all transactions in this specific Closing.



5. Click the "Download" button to download your report. If addy has provided this data to you in the past, the format will be identical.

6. A CSV report will download. Make sure you have disabled any popup blockers.

7. Certain fields in the report may be blank, and you may be required to fill them in. You must check the report before uploading to SEDAR+.

8. The right-most column in the report contains a link to download associated Subscription Agreement(s). This link requires an addy Business login.

I need a legal firm to support me with my filing

If you don't have a legal firm to support you, you can reach out to Koffman Kalef LLP: https://www.kkbl.com/