Participating jurisdictions (except Ontario) of the Canadian Securities Administrators (the Participating Jurisdictions) are publishing Multilateral Staff Notice 45-309 (Revised) Guidance for Preparing and Filing an Offering Memorandum under National Instrument 45-106 Prospectus Exemptions (45-309, the Staff Notice) to provide guidance to issuers, underwriters, and their advisors that intend to rely on section 2.9 (the OM Exemption) of National Instrument 45-106 Prospectus Exemptions (NI 45-106).
The Staff Notice also summarizes common deficiencies CSA Staff have observed in offering memoranda (each an OM) prepared in accordance with Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers (the F2) and discusses the potential consequences of non-compliance with the terms of the OM Exemption (the Requirements).
The Staff Notice, which was published on March 8, 2023, replaces a prior version of the Staff Notice issued April 26, 2012.
Multilateral Staff Notice 45-309 (Revised) Guidance for Preparing and Filing an Offering Memorandum under National Instrument 45-106 Prospectus Exemptions is available for download from the websites of the participating jurisdictions.
For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403-4606.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.