A prospectus exemption permits a securities distribution without a prospectus when its conditions are satisfied. It does not remove all securities-law obligations or represent regulatory approval of the investment.
The issuer
The company or fund issuing the security. Read its documents to understand how your money will be used.
The dealer
The registered firm through which you may purchase. Ask which services it provides and which investments it offers.
Private securities can be difficult to sell and may provide less ongoing information than public-market investments. Neither registration nor a filed document guarantees performance.
The exemption must fit the transaction. The following are educational examples, not a complete list or confirmation that a particular offering is available to you.
Accredited investor exemption
Common individual tests include:
Financial assets exceeding $1 million, alone or with a spouse, before tax and net of related liabilities.
Net income before tax exceeding $200,000 individually, or $300,000 with a spouse, in each of the two most recent calendar years, with a reasonable expectation of exceeding that level this year.
Net assets of at least $5 million, alone or with a spouse.
Financial assets and net assets are different tests. A home is not a financial asset. The full definitions and documentation requirements matter.
Offering memorandum exemption
This route requires prescribed disclosure and a risk acknowledgement. Investor categories, investment limits and issuer restrictions vary by province. Receiving an offering memorandum does not itself establish that this exemption is being used.
Other exemptions
Private issuer and family, friends and business associates exemptions have specific conditions. A new introduction or a social-media connection does not, by itself, establish the required relationship.
Your province matters.
Ask your representative to identify the exact exemption, confirm the current local rules and explain any investment limits across relevant purchases. Do not treat a limit as a recommended investment amount.
Does this investment fit your circumstances, goals, risk capacity and liquidity needs?
A representative needs to understand both you and the product. Costs, concentration and the effect on your portfolio matter. A suitability determination must put your interests first.
ILLUSTRATIVE EXAMPLE
An eligible investor with a near-term goal
Alex qualifies under an exemption but needs the money for a home purchase in six months. An investment with uncertain redemptions may be unsuitable, even though Alex qualifies to buy it.
Why am I being asked for financial information?
Know-your-client information helps the representative assess your objectives, investment knowledge, financial circumstances, risk tolerance and ability to withstand losses. Tell your representative when your circumstances change.
A mortgage investment corporation pools investor capital to invest in mortgages. You own a security in the corporation, rather than a direct interest in each underlying property.
Borrower risk
Missed payments and defaults can reduce income and cause losses.
Security & priority
Property security does not guarantee repayment. Prior-ranking claims can reduce recovery for junior mortgages.
Liquidity
Mortgages cannot always be converted quickly to cash. Redemption rights may have limits or suspensions.
Portfolio concentration
Repeated exposure to one borrower, region or property type can amplify a downturn.
ILLUSTRATIVE EXAMPLE · NOT AN INDIGOBLUE LOAN
How a fall in value changes the cushion
A property valued at $1,000,000 has $700,000 in total mortgage debt: a 70% combined loan-to-value ratio. If its value falls to $800,000, the same debt represents 87.5%.
70%Initial combined LTV
→
87.5%After a 20% value decline
Only $100,000 remains above the debt before selling costs, enforcement costs and other claims. This simplified example ignores accrued interest and does not estimate actual recoveries.
A MIC investment is not a bank deposit and is not CDIC-insured. Income and capital are not guaranteed.
IB Capital, IB MIC and IB Management share ownership and management through Harry Singh and Sanjay Ramwani. Ask for the current relationship disclosure, compensation details and explanation of how material conflicts are addressed.
Material conflicts must be addressed in your best interest. Disclosure alone does not resolve a conflict.
Check the firm and representative
Check registration before investing, including the category, jurisdiction and any terms or conditions. Registration is not an endorsement of an investment.
Depending on the exemption and province, you may have cancellation rights or remedies if an offering document contains a misrepresentation. These are different from ordinary redemption rights. Ask which rights apply, when the deadline starts and how notice must be delivered. Seek independent legal advice promptly if you may need to act.
Raise a concern
Contact compliance@indigoblue.ca and keep a record of the concern, relevant documents and response. The firm’s complaint procedure explains the next steps. Ask about applicable external complaint-resolution options and deadlines.
