Earlier this week, the British Columbia Securities Commission
released for comment a proposed new prospectus
exemption similar to the offering memorandum
exemption found in NI 45-106 Prospectus and
Registration Exemptions that would allow
issuers (excluding reporting issuers, investment funds, mortgage
investment entities and real estate issuers) to raise up to
$500,000 without a prospectus.
Issuers relying on the exemption would only have to provide
unaudited financial statements, so long as certain conditions were
met. Specifically, issuers would have to include a bold
warning on the front page of the offering memorandum and would not
be able to distribute complex securities. Further, the
exemption would limit investors to investments of no more than
$2,000 in any 12-month period. According to the BCSC, the new
exemption would address the cost of complying with the OM
exemption's financial statement requirements, and would be
consistent with the
CSA's new
