unless the offer is exempted under subsection (2).

Note: Section 700 extends offers to include invitations and distributing application forms.

(2) Subsection (1) does not prohibit an offer of securities if:

(a)

the offer does not need a disclosure document because of subsection 708(8) or (10) (sophisticated investors); or

(b)

the offer does not need a disclosure document because of subsection 708(11) (professional investors); or

(c)

the offer is an offer of listed securities made by telephone by a licensed securities dealer; or

(d)

the offer is made to a client by a licensed securities dealer through whom the client has bought or sold securities in the last 12 months.