Significant changes to National Instrument 45-106 Prospectus Exemptions that impact the use of the offering memorandum prospectus exemption are expected to take effect shortly on March 8, 2023. These changes impact issuers using this specific prospectus exemption to issue securities, that engage in “real estate activities” as well as issuers that are “collective investment vehicles”. Significant new disclosures about these issuers that must be included in the prescribed offering memorandum in order to take advantage of this exemption.

For real estate issuers, required disclosure includes detailed descriptions of each property, real estate development projects and information about future cash calls required by investors. In certain circumstances it will also be necessary to provide to investors (and file with the relevant securities regulatory authorities) an independent appraisal of an interest in real property. Collective investment vehicles (including mortgage investment entities) will also need to provide new information, including portfolio performance information.

For more detail on the requirements, please see our January bulletin article here. Issuers may also be interested in webinars being offered with respect to these amendments, such as the webinar hosted by staff of the Alberta Securities Commission on March 6, 2023. For more information and to register, please visit the ASC website.

February 28, 2023