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Canadian Securities Regulatory Monitor News and Insight

Tag Archives: exempt market

The State of Private Placements in Canada: OSC Publishes Update on Exempt Financings Market

Posted in Capital Markets, Exempt Market Dealers, OSC, SEC

The Ontario Securities Commission recently published a report summarizing capital raising activity by issuers in Ontario’s exempt market. Findings from the report include:

  • increased activity in 2016
  • significant participation from foreign issuers, including the U.S.
  • no reported use of Ontario’s new crowdfunding rule

In June 2017, the Ontario Securities Commission (the “OSC”) published OSC Staff Notice 45-715 2017 Ontario Exempt Market Report (the “Report”), which summarizes capital raising activity in Ontario’s exempt market (i.e. financings made other than by way of a prospectus).

The Report is a useful resource for businesses looking to raise capital from Canadian investors, including businesses … Continue Reading

Changes to Offering Memorandum Exemption Regime

Posted in Amendments, Autorités canadiennes en valeurs mobilières, Capital Markets, Exempt Market Dealers

On October 29, the securities regulatory authorities in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (collectively, the “Participating Jurisdictions”) published Multilateral CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions Relating to the Offering Memorandum Exemption (the “OM Exemption”) to make the offering memorandum exemption, found in section 2.9 of National Instrument 45-106 available in all jurisdictions of Canada.

The OM Exemption allows an issuer to offer securities to certain categories of investors without the requirement of a prospectus. The investments permitted under this exemption, in the Participating Jurisdictions where it is already … Continue Reading

Saskatchewan Becomes the First Canadian Jurisdiction to Exempt Equity Crowdfunding from Prospectus Requirements

Posted in Exempt Market Dealers, OSC, SEC

On December 6, 2013, Saskatchewan became the first Canadian jurisdiction to implement Rules that provide a prospectus exemption for equity crowdfunding. The Rules allow Saskatchewan start-ups and small businesses to raise capital through equity crowdfunding by selling their securities to the general public without a prospectus.

The Saskatchewan exemption is available subject to certain conditions, including the following:

  • Both the business and the investor must have an address in Saskatchewan;
  • The business must make available to investors a very simple offering document, in prescribed form;
  • The investment must be intermediated by an online funding portal that has filed with
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OSC Publishes Progress Report on Exempt Market Review and “Crowdfunding”

Posted in Exempt Market Dealers, OSC, Proposals

The Ontario Securities Commission is conducting a broad review of the “exempt market”, in which securities are issued and acquired without the need for a prospectus. The goal of the review is to identify possible new prospectus exemptions that would facilitate capital raising for business enterprises, particularly start-ups and small and medium-sized enterprises.

In a recently published progress report, the OSC summarizes work completed to date and provides a summary of consultations held with various stakeholders. One particularly well-received proposal was the “crowdfunding” exemption, a method of funding a project through small amounts of money raised from a large … Continue Reading