Finding The Right Flow: Proposed New Self-certified Investor Prospectus Exemption

Fall is always a busy time for regulatory consultations and Fall 2025 was no different as the regulators in a number of jurisdictions other than British Columbia and Québec released CSA Notice and Request for Comment Proposed Multilateral Instrument 45-111 Self-Certified Investor Prospectus Exemption (together with its proposed companion policy, the Proposed Exemption) relating to a new harmonized prospectus exemption for eligible investors.

The Proposed Exemption is intended to work similar to the existing accredited investor prospectus exemption, where an individual would be permitted to purchase securities if they can certify that they meet the qualifying criteria based on their education or experience, sign Form 45-111F2 Acknowledgement of Risks and are provided with Form 45-111F3 Information to Understand before Making an Investment. Such investors would be permitted to invest up to $50,000 per year across a number of non-investment fund issuers that have