What is the exempt market, and is it safe for ordinary investors?
Most Canadians only ever buy investments that trade on an exchange. The exempt market is the parallel system for everything sold privately, and it operates under a different set of rules that are worth understanding before you enter it.
What exempt actually means
Exempt from the requirement to file a prospectus. The issuer instead relies on a prospectus exemption, which permits a sale without that document but attaches conditions — usually about who may buy, how much, and what disclosure they must receive.
The offering memorandum exemption
The most common route for retail investors. The issuer gives you an offering memorandum, a detailed disclosure document, and you sign a prescribed risk acknowledgement. Investment limits apply in most of Canada, measured over any rolling twelve months rather than by calendar year, and they depend on your income and assets. British Columbia and Newfoundland and Labrador impose none. Manitoba, Prince Edward Island, Yukon, the Northwest Territories and Nunavut cap a non-eligible investor at $10,000. In Alberta, Saskatchewan, Ontario, Quebec, New Brunswick and Nova Scotia it is $10,000 if you are not an eligible investor, $30,000 if you are, and $100,000 if you are and a registered portfolio manager, investment dealer or exempt market dealer has advised you the investment is suitable.
What protections you keep
Delivery of the offering memorandum is a legal requirement, not a courtesy, and it carries statutory liability — if it contains a misrepresentation you have rights of action with defined limitation periods. You also generally have two business days to cancel after signing. And the dealer selling it must be registered and must assess suitability.
What protections you give up
No prospectus review by a regulator. No exchange listing and no daily price. Limited liquidity, often severe. Less ongoing reporting than a public issuer. These are real trade-offs, not technicalities.
What to check before committing
Is the dealer registered — you can verify this yourself in seconds on the Canadian Securities Administrators' National Registration Search. Go to the regulator's own site rather than following a link the firm gave you, and check the individual as well as the firm. Is there an offering memorandum, and have you actually read it. What are the redemption terms, in days and in dollars. Who holds the money, and is it someone other than the manager. And what happens if the manager fails.
Common questions
Is the exempt market riskier than the stock market?
How do I check a dealer is registered?
General education, not advice on your circumstances.
Keep reading
Considering it yourself?
Four questions to see what applies to you. Nothing is submitted until you have read the documents and signed.
Or book fifteen minutes, or call 905 949 9119 and we will walk you through it.