What is Startly Capital?

Startlycapital.com is operated by Startly Inc. (Ontario) a/o/a Startly Capital, an Exempt Market Dealer in Ontario, British Columbia, Alberta and Saskatchewan, Canada registered with the Ontario Securities Commission (NRD# 70440). We pair exempt market offerings with eligible investors in Ontario, British Columbia, Alberta and Saskatchewan.

What is a Prospectus?

When an individual or company wants to sell securities to the public in Canada, it generally must first prepare a prospectus.

A prospectus is a formal document required by and filed with applicable Provincial securities regulators that provides details about an investment offering to the public. Its purpose is to provide full disclosure to investors to increase transparency and reduce investment risk.

Preparing a prospectus to sell securities to the public (also known as an Initial Public Offering, IPO or going public when done in the first instance), is a costly and involved process. Underwriting, legal, accounting, regulatory and exchange fees make a public offering cost prohibitive or undesirable for many companies and investment funds.

To promote access to capital for such businesses, there are numerous exemptions to the prospectus requirement that allow certain investors to make investments in 'prospectus exempt' securities. The disclosure requirements vary depending on the exemption but in all cases are less than that required by a full prospectus, significantly reducing compliance cost and burden.

What is the Exempt Market?

The exempt market is the market for the purchase and sale of prospectus-exempt securities.

Provincial securities legislation and National Instrument 45-106 Prospectus Exemptions (NI 45-106) form the regulatory basis for the exempt market.

Prospectus exemptions include the following:

1. Accredited Investor

The Accredited Investor exemption is for investors that meet an asset or income threshold on the premise that wealthy investors are better able to assess investment risk without a prospectus.

2. Crowdfunding

The Crowdfunding exemption is for investors investing up to $2,500 per investment with a maximum of $10,000 per year or $25,000 per investment with a maximum of $50,000 per year for accredited investors, on the premise that the investment of small amounts mitigates investment risk for investors without a prospectus.

3. Family, Friends and Business Associates

The family, friends and business associates exemption allows companies to sell securities to owners, officers, directors and their immediate family and close business associates and friends on the premise that a private offering not made to the public mitigates investment risk for investors without a prospectus.

4. Minimum Amount Investment

The minimum amount investment exemption allows issuers to sell securities without a prospectus when the amount invested is at least $150,000 and is paid in cash at the time of purchase by an investor that is not an individual, on the premise that investors investing in large amounts through a pre-existing corporation or other entity will do more due diligence or will be more sophisticated to mitigate risk for investors without a prospectus.

5. Offering Memorandum

The offering memorandum prospectus exemption allows issuers to sell securities to a wide range of investors based on an offering memorandum being made available to investors. An offering memorandum could be considered to be a mini prospectus and provides disclosure without the same compliance burden off a full prospectus. Anyone can invest in securities made under the offering memorandum exemption but there are investment limits depending on the assets and income of the investor. Investors are categorized as Accredited Investors (which have no limit), Eligible Investors which can invest up to $30,000 in a year or $100,000 in a year if a dealer advises that such a greater investment is suitable, and Non-Eligible investors (who don't need the Eligible Investor asset or income thresholds) which can invest up to $10,000 in a year. The offering memorandum is based on the premise that reduced disclosure coupled with investment limits linked to assets and income mitigates risk for investors without a full prospectus.

What is an Exempt Market Dealer (EMD)?

An Exempt Market Dealer is a person or company registered in the category of exempt market dealer under National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations (and, when applicable, Provincial securities legislation).

An Exempt Market Dealer is permitted in its Province(s) of registration to act as a dealer or underwriter of a security that is distributed under an exemption from the prospectus requirement.

Exempt Market Dealers can provide both a compliance and sales function when their Dealer Representatives proactively sell exempt securities. Or they can provide just a compliance function when an issuer seeks to rely on the exemption from registration as an exempt market dealer under NI-31-103 Section 8.5, which exempts a party from registration when a trade is made through an appropriately registered dealer. In such scenarios, the issuer would generally have already sourced many of its investors.

How Do I Invest?

Investing with Startly Capital is easy! Join the portal to start investing at https://startlyportal.raisr.com/investwithus and learn more about the process here: https://startlycapital.com/about/

How do I Raise Money with Startly Capital?

Visit www.startlycapital.com/invest, send us an email or Book a Call to discuss raising money for your business or investment fund with Startly Capital.