Also known as a private placement memorandum (PPM). A document typically used in a private placement offering of securities that provides investors with certain information about the issuer of the securities, its business and the securities being offered. Both reporting issuers and non-reporting issuers disclose information about the securities being offered, including the risks in purchasing them and their transfer restrictions.

Applicable Securities Laws in Canada (such as Ontario Securities Act, R.S.O. 1990, c. S.5, section 1(1)) define an "offering memorandum" as a document, together with any amendments to that document, purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in respect of securities being sold in a distribution to which the prospectus requirement would apply but for the availability of one or more of the exemptions contained in Applicable Securities Laws in Ontario, but does not include a document setting out current information about an issuer for the benefit of a prospective purchaser familiar with the issuer through prior investment or business contacts.

See also Offering Memorandum Exemption.