On October 19, 2015, the Alberta Securities Commission and the
Nunavut Securities Office (the Regulators)
published for comment Multilateral Instrument 45-109 –
Prospectus Exemption for Start-up Businesses
(MI 45-109 or the Proposed Start-up
Business Exemption), which could impact offerings by
emerging issuers in Alberta and Nunavut. The following summarizes
the terms of the Proposed Start-up Business Exemption.
Background
Generally, according to securities laws, an issuer distributing
securities is required to file a prospectus. However, there are
prospectus exemptions that issuers can use when selling securities.
In providing background to the Proposed Start-up Business
Exemption, this alert references certain existing prospectus
exemptions, including the accredited investor exemption and the
offering memorandum (OM) exemption. The accredited
investor exemption allows issuers to sell securities to investors
that meet bright-line thresholds, such as income or
