199. It is an offence, in effecting a transaction in a security,
(1) to represent that it will be resold or repurchased, except where it carries such a right;
(2) to represent that all or part of the purchase price will be refunded, except where the security carries such a right;
(3) to give an undertaking relating to the future value or price of the security, except so far as that value is guaranteed on the security itself;
(4) to declare that the security will be listed or that an application has been or will be made to that end, except in the following cases:
(a) the Authority expressly authorized such a declaration;
(a.1) the declaration is authorized by regulation;
(b) the declaration appears in a preliminary or final prospectus for which the Authority has issued a receipt;
(c) the declaration appears in an offering memorandum prescribed by this Act or the regulations;
(d) an application to have the security listed has been made and securities of the same issuer are already listed; or
(e) the stock exchange has already conditionally or otherwise approved the listing of the issuer’s securities or agreed to their being traded, or consented or indicated that it did not object to such a declaration.
However, a person may, in the case of a transaction for more than $50,000, undertake, by a written instrument, to resell, repurchase or refund securities.
In addition, certain distributions may be exempted from the application of subparagraphs 1 and 2 of the first paragraph with the authorization of the Authority and on the conditions that it determines.
1982, c. 48, s. 199; 2001, c. 38, s. 68; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2009, c. 58, s. 104; 2018, c. 23, s. 6921.