NBSC-A Guide to Capital Raising Exemptions in New Brunswick

The Guide to Capital Raising Exemptions in New Brunswick provides general understanding of securities regulation as well as some simple guidance on how organizations can benefit from and work with securities laws in New Brunswick. For specific assistance, it is recommended that you obtain professional advice from a knowledgeable securities lawyer.

Eligibility Criteria

All issuers of securities.

Summary

There are two basic requirements underlying trading and advising in securities:

• Registration - Every person who trades (sells) securities or provides advice about them must be registered (licensed) with the New Brunswick Securities Commission (NBSC).
• Prospectus - Every person who distributes previously unissued securities must file a prospectus and obtain a receipt from the NBSC.

What NBSC can do for you
The NBSC recognizes that the registration and prospectus requirements, which serve to serve to protect the investing public, are not always necessary. Therefore, the NBSC can provide exemptions or exceptions which relieve the registration and prospectus obligations in certain circumstances.

Capital Raising Exemptions
Private issuer: If you have already formed a company, limited partnership, trust or co-operative association, you probably relied on the private issuer exemption without even knowing it.

Family, friends and business associates: Under this exemption, you can sell securities in any amount without providing any required disclosure to founders, family, close personal friends or close business associates.

Accredited investor: This exemption allows you to sell securities to an accredited investor in any amount without providing any required disclosure about the issuer.

Minimum amount investment: Under this exemption, you can issue securities to anyone without providing any required disclosure provided that the security has a cost of at least $150,000 paid in cash at the time of the trade.

Employee, executive officer, director, and consultant exemptions: These exemptions permit an issuer to sell securities in any amount without providing required disclosure to its employees, executive officers, directors or consultants, provided the purchaser is buying the security voluntarily.

Offering memorandum: This exemption allows an issuer to issue its securities to anyone, regardless of their relationship, wealth or the amount of securities purchased.

For more information

For a copy of the Guide to Capital Raising Exemptions in New Brunswick or further information about any of the exemptions, visit the New Brunswick Securities Commission Web site at: http://216.154.223.112:8080/nbsc/docs/NBSCGuideCapitaRaisingExemptions-e.pdf  or call toll-free 1-866-933-2222.

New Brunswick Contact(s):
New Brunswick Securities Commission
Suite 300
85 Charlotte Street
Saint John, New Brunswick  E2L 2J2
Telephone: 506-658-3060
Fax: 506-658-3059
Toll-free (information): 1-866-933-2222
E-mail: information@nbsc-cvmnb.ca