Well there are some pretty specific requirements to participate in public offerings:

Finding Investors

Issuers must be able to locate suitable investors to conduct this type of offering. There are various types of investors that can purchase securities without a prospectus requirement, a few of which are as follows. The most widely-known exemption is sales to “accredited investors”, which includes Canadian financial institutions; registered securities advisers/dealers; governments; regulated pension funds; companies with net assets of at least $5 million; and individuals who own (alone or with a spouse) at least $1 million in financial assets or whose net income exceeded $200,000 alone or $300,000 with a spouse in each of the last two years. Private issuers (a defined term) with less than 50 shareholders (not including present and former employees) can also sell securities under a prospectus exemption to certain “permitted investors.” This category includes accredited investors and directors, officers, employees and the founder or controlling person of the company, along with any extended family member, close personal friend or close business associate of these persons. Both public and private companies can also issue securities under a prospectus exemption to any investor who purchases at least $150,000 in a single offering.