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purchasers to the issuer, the sophisticationor investment expertise of purchasers ortheir access to advice, the net worth orability of the purchasers to risk a completeloss of their investment, the manner inwhich the offering is made, the purpose ofthe offering, and the circumstances relatingto the issuer.Because a private issuer is, by definition,not a reporting issuer, there is no public orliquid market for its equity securities, andthere may be limited access to informationabout the company’s business or finances.Investors generally must be prepared to bein for the long term. As a result, it can bedifficult for the owners of the business toraise money using the private issuerexemption.Family, Friends and BusinessAssociates ExemptionAll of the Atlantic provinces have adoptedan exemption which allows for trades in thesecurity of an issuer if the purchaserpurchases the security as principal and isone of the following:a. A director, executive officer orcontrol person of the issuer, or of anaffiliate of the issuer;b. A spouse, parent, grandparent,brother, sister or child of a director,executive officer or control person ofthe issuer, or of an affiliate of theissuer;c. A parent, grandparent, brother,sister or child of the spouse of adirector, executive officer or controlperson of the issuer, or of an affiliateof the issuer;d. Aa close personal friend of adirector, executive officer or controlperson of the issuer, or of an affiliateof the issuer;e. A close business associate of adirector, executive officer or controlperson of the issuer, or of an affiliateof the issuer;f. A founder of the issuer or a spouse,parent, grandparent, brother, sister,child, close personal friend or closebusiness associate of a founder ofthe issuer;g. A parent, grandparent, brother,sister or child of the spouse of afounder of the issuer;h. A person or company of which amajority of the voting securities arebeneficially owned by, or a majorityof the directors are, personsdescribed in paragraphs (a) to (g); ori. A trust or estate of which all of thebeneficiaries or a majority of thetrustees or executors are personsdescribed in paragraphs (a) to (g).There are no specified limits on the numberof purchasers or the aggregate proceedsunder this exemption. Regulatory filingsmay be required post-transaction.Offering Memorandum ExemptionEach of the Atlantic provinces has adoptedan exemption for trades by an issuer in asecurity of its own issue if the purchaserpurchases the security as principal and, atthe same time or before the purchaser signsthe agreement to purchase the security, theissuer delivers an offering memorandum ina specified form to the purchaser, andobtains a signed risk acknowledgement.The offering memorandum must containSecurities Law 74