Notice of specified events (New Brunswick,
Nova Scotia and Ontario only)
Non-reporting issuers will also have to provide
notice to investors of certain specified events
within 10 days of the event occurring;
• a discontinuation of an
• a change in the issuer’s industry; and
• a change of control of the issuer.
This is a new form. A non-reporting issuer must
continue to provide notice of the specified
events, if applicable, until the earlier of
(i) the date the issuer become a reporting
issuer or (ii) the date the issuer ceases to
carry on business.
4. Notice of change in year-end will have to provided by
If a non-reporting issuer in a Participating Jurisdiction or Ontario
changes its year-end by more than 14 days, it must deliver a
prescribed form of notice to the applicable securities regulators
and reasonably make available to each security holder the
prescribed form of notice within a specified deadline.
5. Changes to be made to subscription agreements
Issuers will be required to update their subscription agreements to add:
Schedule I – Classification of Investors Under the Offering
Schedule II – Investment Limits for Investors Under the Offering
Summary of the Key Issues DRs and Issuers Need to Know
About the OM Exemption Changes
EMDs and Dealing Representatives perspective – EMDs and
their DRs should be aware of the following matters involving the
proposed changes to the OM Exemption:
• The great news is that the OM Exemption will finally be
available in Ontario and a large market opens up for DRs to sell
suitable investments to Ontario investors. Ontario is Canada’s
largest capital market and non-accredited investors will finally
have the opportunity to invest in the private markets and
diversify their portfolio away from public market securities, in
• The investment limits only apply on January 13, 2016 for
Ontario and April 30, 2016 for the Participating Jurisdictions.
There is no retrospective application of the investment
limits; only forward looking. For example, if an investor in a
Participating Jurisdiction subscribes for securities under the
OM Exemption on July 30, 2016, the prior look-back period
would only extend to April 30, 2016 or when the requirement
first became effective (so in this case only a 3-month period).
• The $100,000 investment limit applies to each individual or
$200,000 for a couple provided that any investment up to
$100,000 for each individual is a suitable investment for each
individual. Again, this limit only applies in the Participating
Jurisdictions and not, for example, in British Columbia that
has no investment limits under the OM Exemption.
• For your clients who are accredited investors, there is no
change and there are no new investment limits.
• Issuers, who are subject to the ongoing disclosure
requirements in the OM Exemption, will soon be required to
provide investors with audited financial statements and a ‘use
of proceeds’ report. DRs will now be assured that investors
will be receiving proper financial reporting which will make
issuers more accountable to their investors.
• With the requirement to have approved OM marketing
materials, DRs will now have more confidence in using readily
available and issuer-approved marketing documents to help
them recruit clients and grow their business.
• The imposition of investment limits does not change
the fundamental need for DRs to ensure they only make
recommendations for suitable investments and should pay