I was at the Hotel MacDonald last week on their patio. The view of the river valley was absolutely stunning. Edmonton in the fall is a gorgeous time of the year.
When I walked through the hotel to leave, I noticed a room full of laughs and people enjoying themselves. My initial response was how do I get into that party? Maybe I pull a Vince Vaughn from the Wedding Crashers?
Alas, I walked past it, kind of saddened by the fact that I was missing a good time.
The party at the exempt market has some very restrictive rules surrounding who can be approached (or solicited) to purchase private investments. Who can be involved in this party has a lot to do with who you are and where you live. The key factors that will determine if you are able to participate in these offerings are:
- What jurisdiction (province or territory) you live in
- How much money you make
- What your net worth statement looks like
- How big of cheque you can write
Where you live, will determine the set of rules you are obligated to follow. In most provinces, you are able to purchase an exempt market offering with an offering memorandum (OM) if you are an eligible investor. The glaring exception to that rule is Ontario, where the OM exemption is not available. Thankfully, the good folks at EMDA and WEMA are lobbying the Ontario Securities Commissions to allow eligible investors to participate in exempt market offerings.
If you are in a jurisdiction that allows the OM exemption (ie. most of Canada, outside of ON), you may be able to participate as a eligible investor. Your net income before taxes needs to be at least $75K individually or $125K household total, in each of the last two years.
In Ontario, you need to qualify as an accredited investor where the bar is significantly higher. An accredited investor makes over $200K individually and/or $300K as a household total, in the last two years.
Your Net Worth
In provinces that allow the OM exemption, eligible investors are those whose net assets are higher than $400K, thus these people may be able to participate. Without the OM exemption, accredited investors are those who have more than $1MM in net financial assets or $5MM in net assets.
Another exemption that investors may use is the aptly named $150K exemption, where if you invest more than, you guessed it, $150K, you may invest in the exempt market.
Please note that this is not an extensive list of ways to qualify. For accredited investors, the OSC has put a list of ways to qualify. If you are looking for ways to qualify as an eligible investor, please view the page done by Venture Law Firm. I don’t want to try to justify these rules, but just to make you aware of the rules. There is a lot of discussion from key stakeholders about whether these exemptions are appropriate.
Please bear in mind that these are only guidelines. A registered exempt market dealing representative should look over your whole situation to determine if investing in a specific security is suitable for you.
Marty Gunderson is an expert who helps companies navigate through the Exempt Market. He has served in a variety of leadership positions in the industry, from sales to issuer to dealer. He is the founder of www.BetterReturns.ca, a site that highlights a few quality exempt market offerings. To contact Marty, please email marty (at) idealeader.ca