OSC moves to extend capital-raising exemptions indefinitely for Ontario issuers

For advisers and dealers, one change sits close to home. Under the offering memorandum exemption, an investor faces a $100,000 investment limit in National Instrument 45-106. The relief lets a reinvestment of proceeds from selling an earlier investment in the same issuer fall outside that limit – but only if the investor gets advice from a registered dealer or registered adviser that the reinvestment and any new purchase remain suitable.

The piece drawing the most money is the listed issuer financing exemption, or LIFE. Adopted in November 2022 for listed reporting issuers that keep their disclosure current, it let them raise the greater of $5 million and 10 percent of market value, capped at $10 million a year. The May 2025 order lifted that ceiling to the greater of $25 million and 20 percent of market value, up to $50 million.

The OSC said the expanded exemption has been busy. As of March 31, 2026, roughly 523 issuers across Canada had raised $4.6 billion under LIFE. In Ontario, about 107 issuers for which the OSC is principal regulator completed distributions worth about $1.17 billion, including 68 that relied on the expanded limits.

The OSC said it made no substantive changes to the original exemptions, except that Rule 45-511 now designates the required offering document as a “core document” under the Act.

The rules were not published for comment. The OSC said they grant exemptions or remove restrictions and are not likely to substantially affect anyone other than those who benefit from them.