Finally! Offering Memorandum Exemption Available Everywhere: But Still Not Harmonized

Following a number of significant changes to the private placement rules in 2015¹, the securities regulators in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (the participating jurisdictions) have finalized further amendments to National Instrument 45-106 Prospectus Exemptions (NI 45-106). The amendments will introduce the offering memorandum exemption (the OM exemption) into Ontario and will modify the existing OM exemption in the other participating jurisdictions to add new investor protection measures. Subject to ministerial approval, the amendments will come into force in Ontario on January 13, 2016 and in the other participating jurisdictions on April 30, 2016. While the introduction of the OM exemption in Ontario will provide issuers with greater access to capital (particularly those who already distribute in reliance on the OM exemption outside of Ontario), it is clear that investor protection in the exempt market remains a focus of the