Private Placements
Reporting (public) issuers can raise capital from members of the public through prospectus offerings of debt and equity securities. For more information, see Public Offerings.
Reporting and non-reporting issuers can also raise capital through a series of private placement exemptions from the prospectus requirement. This latter form of capital raising is referred to as the exempt market. For more information, see "Exemptions you can use to fund your business" in Private and Early Stage Businesses: What you need to know to raise money.
Reporting Requirements and Forms
If you have distributed securities under an exemption you must prepare and file a report of the exempt offering using: Form 45-106F1 - Report Of Exempt Distribution. Mutual funds and certain closed-end investment trusts selling securities to accredited investors on an ongoing basis must also report their distributions to us using this form. Form 45-106F1 must be filed within the required time under National Instrument 45-106 Prospectus and Registration Exemptions.
If you have relied on the Offering Memorandum (OM) exemption to distribute securities (see section 2.9 of NI 45-106 ) you must file a copy of the offering memorandum with us on or before the 10th day after the distribution (see section 2.9(16) of NI 45-106).
Form 45-106F2 - Offering Memorandum for Non-Qualifying Issuers
Form 45-106F3 - Offering Memorandum for Qualifying Issuers
Form 45-106F4 - Risk Acknowledgement
Filing your distribution report and related materials and paying fees
You must file your distribution report electronically using BCSC E-services. Using E-services allows you to quickly and accurately prepare and file your distribution report, offering memorandum or National Instrument 43-101 technical report (for mining issuers). You can save or re-assign an in-progress report, or amend a report you previously filed. You can also pay any required fees electronically either by credit card or by signing up for our electronic funds transfer program. E-services allows you to search for distribution reports and offering memoranda filed by all issuers required to report distributions with the BCSC.
Frequently asked questions about exempt market transactions
Related Links
TSX Venture Exchange Private Placements see Corporate Finance Manual: Part 4.1 
TSX Private Placements see Company Manual: Part 6 Changes in Capital Structure , section 618-622.