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financial information. These disclosurerequirements are generally consistentacross the provinces.PROSPECTUS PROCESSIssuers filing a prospectus must do soelectronically through licensed softwareknown as “SEDAR”. The issuer must file apreliminary prospectus in each of theprovinces in which securities will be offered.There is a review and comment processthat is led by the securities regulator in the“principal” jurisdiction with the mostsignificant connection to the issuer. After thesecurities regulators have cleared theprospectus for final filing, the issuer thenfiles the final prospectus. A registered agentor underwriter is generally required toparticipate in this process and sign acertificate on the prospectus along with twoofficers and two directors of the issuerverifying that there is no misrepresentationin the prospectus.LISTING REQUIREMENTSIssuers who wish to list their securities fortrading on stock exchanges must satisfyminimum listing requirements set by thestock exchange relating to their business,management, issued capital, distribution ofsecurities and financial resources. Issuersmust sign a listing contract with the stockexchange and agree to comply with therules of the stock exchange.Listed issuers must notify, and in somecases obtain the consent of, the stockexchange before making corporate changesor entering certain transactions, such as (i)changes in capital structure, (ii) materialtransactions such as businesscombinations, and (iii) issues of shares oroptions. Listed issuers must also makeregular filings with the exchanges, payannual fees and satisfy timely disclosurerequirements in addition to the continuousdisclosure requirements under provincialsecurities laws.EXEMPT TRANSACTIONSThe general rule under securities legislationis that a company may not issue securitiesunless it files a prospectus. However, it isrecognized that not all investors requiresuch protection for all securities, so thelegislation and rules adopted under thenational instruments contain a number ofexemptions from the prospectusrequirements. Additional exemptions maybe granted at the discretion of the variousprovincial securities regulatory authorities.It is important to note that although one ofthe advantages of issuing securities underthe exemptions noted below is that theissuer is not required to issue a prospectus,in some circumstances it is necessary toprovide purchasers with certain disclosuredocuments when a company is attemptingto sell its securities. Even if not mandated, itmay be commercially necessary to have adisclosure document to give to prospectivepurchasers in order for them to have theinformation required to make an investmentdecision.The following are a few of the more usefulprospectus exemptions set out in provincialsecurities legislation, local rules, policiesand/or national instruments adopted by thevarious provincial securities regulatoryauthorities.Securities Law 72