Raising Capital Using Prospectus Exemptions Under The National Instruments

Broadly speaking, a business may raise capital either by borrowing money from financial institutions, friends and family, or by offering securities (e.g., stocks, notes, options, debentures, etc.).

Any time a corporation buys, sells, distributors, trades, or otherwise disposes of securities, it must comply with all applicable securities laws, regardless of whether or not the business is private or publicly listed on a stock exchange.

Securities regulation in Canada is a matter of provincial jurisdiction. In Alberta, securities are regulated by the Alberta Securities Commission. However, a common principle among all Canadian securities regulatory regimes is that, absent an exemption, any distribution of securities requires a prospectus. A prospectus includes specific, detailed disclosure about an issuer's business and the securities being offered. This requirement is intended to provide investors with complete and accurate information so that they can make