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ARTICLE · 24 JULY 2015

Changes To NI 45-106 And CP 45-106: Get Ready For Your Next Private Placement

Miller Thomson
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Of particular importance are the changes relating to the Accredited Investor ("AI") and minimum amount investment prospectus exemptions.

CanadaCorporate/Commercial Law
Bruno Caron
Bruno Caron
Jean Bernard Ricard
Jean Bernard Ricard
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On May 5, 2015, several amendments to the Canadian prospectus exempt regime came into force including changes to National Instrument 45-106–Prospectus Exemptions ("NI 45-106"), and to its Companion Policy ("CP 45-106").

Of particular importance are the changes relating to the Accredited Investor ("AI") and minimum amount investment prospectus exemptions. CP 45-106 now includes more detailed guidance on the obligation for issuers to verify purchaser status particularly for exemptions based upon the characteristics of the potential purchaser. A person distributing or trading securities now has to verify if the purchaser of a prospectus exempt security meets the characteristics necessary to determine when a prospectus exemption is available. This new purchaser status-verifying obligation requires issuers to request details on how prospective purchasers fit within the applicable exemption. In addition, issuers will no longer be able to rely on standard purchaser

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