What this module covers
An offering memorandum (OM) is the disclosure document an issuer gives a purchaser when it sells securities under the offering memorandum exemption in National Instrument 45-106. A prescribed form sets its contents, so most OMs follow the same order. This module describes the exemption, the form, what each required section discloses, the rights the OM describes, and how to read its risk factors and conflicts. A worked reading follows the face page of a hypothetical OM.
Regulatory statements come from NI 45-106 and Form 45-106F2, as consolidated to September 19, 2025 (consolidated text, Financial and Consumer Services Commission of New Brunswick). This module describes the instrument.
What an offering memorandum is
Securities are normally sold to the public under a prospectus, which a regulator reviews. NI 45-106 sets out exemptions from that requirement; section 2.9, the offering memorandum exemption, is one. The issuer prepares a document in a required form instead, and the purchaser signs a risk acknowledgement.
The face page must state, in bold, that no securities regulatory authority or regulator has assessed the merits of the securities or reviewed the OM, and that the investment is risky. The issuer files the OM within 10 days after the distribution (s. 2.9(17)), but filing is not review: the OM is the issuer's own account of itself, and, as module 17 notes, regulators do not review it before it reaches investors.
The instrument sets the standard. The OM must not contain a misrepresentation (s. 2.9(13.1)), and must contain enough information for a reasonable purchaser to make an informed investment decision (s. 2.9(13.3)). A material change before the issuer accepts a subscription requires an amended OM (s. 2.9(13.2)). A certificate signed by the people the instrument names states: "This offering memorandum does not contain a misrepresentation." (s. 2.9(8)–(12)). The OM is delivered at or before the time the purchaser signs the agreement to purchase (s. 2.9(1)(b), (2)(c), (2.1)(c)).
The OM is not the limited partnership agreement described in module 12. The agreement governs the fund; the OM discloses the offering. In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, written marketing materials containing material facts about the offering are incorporated by reference into the OM and filed (s. 2.9(5.1), (17.1)).
Documents called "offering memoranda" also circulate under other exemptions, such as the accredited investor exemption, where the form is not required. An issuer that uses Form 45-106F2 under another exemption must say in bold on the face page if the purchaser has no right of action for a misrepresentation (Form 45-106F2, General Instruction A.11).