Section 164. Document containing offer of shares for sale to be deemed prospectus

(1) Where a corporation allots or agrees to allot to any person any shares or debentures of the corporation with a view to all or any of the shares being offered for sale to the public, any document of the offer for sale made to the public shall, for all purposes, be deemed to be a prospectus issued by the corporation.

(2) If the documents are deemed to be prospectus for the purposes of subsection (1), the provisions under this Subdivision regarding the contents of prospectus and liability in respect of false or misleading statements and material omissions shall be applicable and have effect accordingly as if—

(a) the shares or debentures has been offered to the public; and

(b) the persons accepting the offer in respect of any shares or debentures were subscribers,

but without prejudice to the liability, if any, of the persons making the offer in respect of false or misleading statements and material omission in the document or otherwise.

(3) Unless the contrary is proved, an allotment of or an agreement to allot shares or debentures that is made with a view to the shares or debentures being offered for sale to the public shall be evidence if it is shown that—

(a) an offer of the shares or debentures or of any of the shares or debentures for sale to the public is made within six months after the allotment or agreement to allot; or

(b) at the date when the offer was made the whole consideration to be received by the corporation in respect of the shares or debentures has not been received.

(4) The provisions of this Subdivision relating to the prospectus shall have effect as if the persons making an offer under this section were persons named in the prospectus as directors of a corporation.

(5) In addition to other requirements in this Subdivision, the document making the offer shall state—

(a) the net amount of the consideration received or to be received by the corporation in respect of shares or debentures to which the offer relates; and

(b) the place and time at which a copy of the contract under which the shares or debentures have been or are to be allotted may be inspected.

(6) Where an offer to which this section relates is made by a corporation or a firm, it shall be sufficient if the document referred to in subsection (1) is signed on behalf of the corporation or firm by two directors of the corporation or not less than half of the members of the firm, as the case may be, and any such director or member may authorize any agent in writing to sign on his behalf.