A distribution made under a prospectus exemption means that:

Answer

No prospectus, but rules and resale restrictions apply

Options - A. No prospectus, but rules and resale restrictions apply - B. The sale falls outside securities regulation entirely - C. The seller need not be registered in any category - D. The buyer will never receive any disclosure Why - A. Correct — the exemption removes one document. Registration, anti-fraud rules and the restricted period all remain. - B. The exempt market is regulated by NI 45-106 itself; misrepresentation and unregistered trading are still offences. - C. Registration is a separate requirement under NI 31-103; the exempt market dealer category exists precisely for this market. - D. An offering memorandum is often provided, and the issuer’s later filings (if it becomes reporting) reach the buyer like anyone else.

NI 45-106 unofficial consolidation (4 Dec 2025) s. 1.1 “accredited investor”, s. 2.4 (private issuer), s. 2.10 (minimum amount — not for individuals); NI 45-102 s. 2.5 (four-month restricted period) — osc.ca PDFs, observed 2026-09-17; OpenStax, Introduction to Business (CC BY 4.0) §16.7 — shape only