skip to main content





Back to all blog posts
Dec 1, 2015

More to Offer: Recent Changes to the Offering Memorandum Exemption in Canada

National Instrument 45-106 Prospectus Exemptions ("NI 45-106") provides that certain distributions of securities completed pursuant to an offering memorandum ("OM") are exempt from the general requirement that all distributions of securities be done pursuant to a prospectus. An OM, like a prospectus, constitutes a disclosure document related to a particular distribution of securities. This article provides an overview of OM offerings and compares the requirements of the OM exemption throughout various Canadian jurisdictions in light of certain recent amendments.

History of the Offering Memorandum Exemption Throughout Canada

Historically, there has been a perceived funding gap for small- and medium-sized enterprises that could not afford the high fixed costs of preparing a prospectus, but needed more capital than that available under current prospectus exemptions. The OM exemption was thereby created to permit distributions to a wide variety of potential investors without the large fixed costs of preparing a prospectus.

In all provinces other than Ontario, prospectus-exempt distributions by way of an OM have been possible since as early as 2005.2 However, on October 29, 2015, the securities regulatory authorities in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (collectively, the "Participating Jurisdictions") published amendments (the "Amendments") to NI 45-106, which will bring Ontario into the fold and will make certain other changes to the exemption in all Participating Jurisdictions. Subject to the requisite Ministerial approvals, the Amendments come into force in Ontario on January 13, 2016, and in the remaining Participating Jurisdictions on April 30, 2016. The availability of and requirements for an OM offering in jurisdictions other than the Participating Jurisdictions (the "Non-Participating Jurisdictions") will not change upon enactment of the Amendments.

To read the full bulletin, please click here.  

Most Recent Blogs

Insights FirmBlog
Supreme Court of Canada Strikes Down Privacy Law By Ken Clark Nov 25, 2013 On November 15, 2013, the Supreme Court of Canada (“SCC”) declared Alberta’s privacy law, the Per... On November 15, 2013, the Supreme Court of Canada (“SCC”) declared Alberta’s privacy law, the Personal Information Protection Act, S.A. 2003 c.P-6.5 (“Alberta’s Privacy Act”), to be invalid. The court found that Alberta’s Privacy Act unjustly restricted the collection, use and disclosure of perso...
Insights FirmBlog
SCC Competition Law Class Action Decisions By Ken Clark Nov 01, 2013 On October 17, 2012, the Supreme Court of Canada heard argument in three appeals relating to the ... On October 17, 2012, the Supreme Court of Canada heard argument in three appeals relating to the certification (in Quebec, the authorization) of class actions: Pro-Sys Consultants Ltd. v. Microsoft Corporation, Infineon Technologies AG v. Option Consommateurs, and Sun-Rype Products Ltd. v. Archer...
Insights FirmBlog
Tax News Flash - Supreme Court of Canada Clarifies that Assuming Obligations “Embedded” in a Property is not Consideration for the Property By Ken Clark May 23, 2013 The decision of the Supreme Court of Canada (“SCC”) in Daishowa-Marubeni International Ltd. v. Ca... The decision of the Supreme Court of Canada (“SCC”) in Daishowa-Marubeni International Ltd. v. Canada, 2013 SCC 29, was released on May 23, 2013, reversing the decision of the Federal Court of Appeal. The issue on appeal to the SCC was whether or not the cost of certain reforestation obligations ...