Issuers

Provincial Exemptions

The following two exemptions are available in Manitoba only:

Section 91(a) Regulation

A sale of securities is permitted to a specific group of purchasers. These purchasers either have knowledge of the business they are investing in or have received professional advice about the investment. This exemption is suited for a new or developing business and can only be used once.

This exemption is generally used by a new business or a private company that changes its articles of incorporation to be able to offer securities to the public.

What document is to be used to offer the securities for sale?

No specific type of offering document is required. However, information provided to a purchaser cannot be misleading.

Who can purchase?

Related purchasers and/or no more than 15 informed purchasers.

How long can I sell securities using this exemption?

Securities can be sold for a maximum of 180 days following the date a notice (Form 23) is filed with the Commission. The exemption can only be used once.

What documents need to be filed with the MSC?

  • At the start of the offering a Notice of Intention to Trade in a Security (Form 23 of regulations) is filed with the Commission to start the offering of securities.
  • At the end of the offering (no later than 15 days after the end of the 180 day offering):
    • a report describing what was sold (Form 27 of the regulations); and
    • a declaration from each purchaser (Form 24 of the regulations).

 What fees are paid?

There is a $650 fee to file the Form 23 Notice of Intention to Trade in a Security.

Click here to learn more about the legislation.

Section 91(b) Regulation

Sale of securities is permitted to a specified type of purchaser using an offering memorandum, which provides the potential investor with information required to make an investment decision. An offering memorandum is not reviewed by the MSC.

This exemption is generally used by businesses that are not in a position to issue a prospectus, but have been in operation and have developed a business history.

What document is to be used to offer the securities for sale?

An offering memorandum is required. The contents of the offering memorandum are set out in Form 26 of the Regulations. Any information provided to a purchaser cannot be misleading.

Who can purchase?

Related purchasers and/or up to 50 sophisticated purchasers

How long can I sell securities using this exemption?

Securities can be sold for a maximum of 180 days following the date a Notice (Form 23) is filed with the Commission. The exemption can be used more than once, but there must be at least 180 days between each offering of securities.

What documents need to be filed with the MSC?

  • At the start of the offering a Notice of Intention to Trade in a Security (Form 23 of regulations) is filed with the Commission to start the offering of securities.
  • At the end of the offering (no later than 15 days after the end of the 180 day offering):
    • a report describing what was sold (Form 27 of the regulations); and
    • a declaration from each purchaser (Form 25 of the regulations).

The offering memorandum (Form 26 of the Regulations) must also be filed with the MSC.

What fees are paid?

There is a $650 fee to file the Form 23 Notice of Intention to Trade in a Security.

Click here to learn more about the legislation.