The onus of proving the 'small scale offering' exemption under s 708 of the Corporations Act lies on the offeror, not on ASIC. A company whose primary business is not financial services does not 'carry on' a 'financial services business' merely by issuing shares as a one-off capital raising exercise. Declaratory relief should not be granted in respect of contraventions carrying criminal sanctions where criminal proceedings remain a real possibility. A disclaimer stating representations are 'good faith projections' does not establish reasonable grounds for representations about future matters under s 12BB of the ASIC Act.
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