The Ontario Securities Commission announced supervisory actions to increase transparency and foster compliance in Ontario’s exempt market, focusing on non-reporting issuers raising capital under the offering memorandum (OM) prospectus exemption in section 2.9 of National Instrument 45-106 Prospectus Exemptions. The measures combine closer monitoring of OM exemption use with steps intended to improve visibility for retail investors participating in exempt-market offerings. As part of the initiative, the OSC’s Corporate Finance division will publish an annual financial statements (AFS) non-delivery list identifying non-reporting issuers that relied on the OM exemption in Ontario but have not delivered annual financial statements to the OSC, which is a condition of the exemption. The Registration, Investigations and Examinations division will examine exempt market dealers involved in the distribution of certain non-reporting issuers that failed to deliver annual financial statements, with a focus on registrants’ know-your-product practices; the OSC also noted recent compliance deficiencies that led to the suspension of an exempt market dealer and its chief compliance officer.
Ontario Securities Commission 2025-10-08
Ontario Securities Commission introduces annual financial statements non-delivery list and steps up oversight of the offering memorandum exemption
The Ontario Securities Commission (OSC) announced actions to enhance transparency and compliance in Ontario's exempt market, targeting non-reporting issuers using the offering memorandum (OM) prospectus exemption. The OSC will publish an annual financial statements non-delivery list and scrutinize exempt market dealers' know-your-product practices. Recent compliance deficiencies have led to the suspension of an exempt market dealer and its chief compliance officer.