Investor Agreement
June 15, 2022
In consideration for being provided access to the Platform, you agree with Startly Inc. (Ontario) (“Startly”) as follows:
1. Terms of Use
This Investor Agreement is a legally binding contract between you and Startly. If you have any questions about the agreement, you should consult with your legal counsel before using the Platform.
Startly reserves the right to amend, modify and supplement the Investor Agreement from time to time as it sees fit with additional terms and conditions that govern certain information, content, products and services made available to you via the Platform (“Additional Terms”). By accessing and using the Platform, you accept and agree to comply with and be bound by such Additional Terms. Please review the Investor Agreement from time to time to ensure that you are aware of and understand any Additional Terms.
The Additional Terms and the Privacy Policy are incorporated by reference into the Investor Agreement and form part of the legally binding agreement between you and us. To the extent that there is a conflict between the Investor Agreement and any Additional Terms, the Additional Terms shall govern. The Investor Agreement will remain in full force and effect as long as you are a user of the Platform and, in the event of termination of any product, service or feature, you will still be bound by your obligations under the Investor Agreement, the Privacy Policy and any Additional Terms.
The Platform allows Users to exchange information and purchase securities through the private placement offerings of issuers.
The information provided on the Platform is not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Startly is not authorized to provide such information or services. In particular, this Platform does not provide or offer services outside of Canada. Nothing contained in the Platform is intended to nor does it constitute an offer or solicitation to purchase securities to any person in the United States or to any U.S. person as such term is defined under the Securities Act of 1933, as amended.
Risk Disclosures for Investors
INVESTING IN ISSUERS LISTED ON THE PLATFORM HAS SIGNIFICANT RISKS AND YOU SHOULD INVEST IN ISSUERS ONLY IF YOU ARE PREPARED TO LOSE YOUR INVESTMENT IN ITS ENTIRETY.
THE INVESTOR ACKNOWLEDGES THAT THE INVESTOR UNDERSTANDS THE SIGNIFICANT RISKS ASSOCIATED WITH THE OFFERINGS LISTED ON THE PLATFORM, INCLUDING:
THE SEVERE ILLIQUIDITY – THERE IS NO SECONDARY MARKET FOR RESALE OF SECURITIES ISSUED THROUGH OFFERINGS LISTED ON THE PLATFORM; AND
THE POTENTIAL VOLATILITY OF THE SECURITIES ISSUED THROUGH OFFERINGS LISTED ON THE PLATFORM.
2. Definitions
This agreement may be referred to as the “Investor Agreement”.
Startly’s privacy and confidentiality policy, which is located on the Platform and incorporated herein by reference, may be referred to as the “Privacy Policy”.
Anyone who accesses the Platform may be referred to as either: “You”, “User”, or “Client”.
Startly Inc. (Ontario). and its parents, affiliates, and subsidiaries may be referred to as either: “Us”, “We”, or “Startly”.
Startly’s website, located at: www.startlyportal.ca, may be referred to as the “Platform”.
The services that Startly provide, including, without limitation, campaigns, funding rounds, white papers, teaching materials, and articles, will be referred to either individually as a “Service” or collectively as the “Services”.
Any material, information or social media available on the Platform, including material, information or social media uploaded by a Client, will be referred to as “Content”.
All applicable local, provincial, state and federal laws and regulations may be referred to as “Applicable Law”.
The Securities Act (Ontario) may be referred to as the “Act”.
Startly is registered with the Ontario Securities Commission (“OSC” or “The Regulator”) as an Exempt Market Dealer (“EMD”).
An investor that meets the definition of “accredited investor” set out in Annex B attached hereto may be referred to as an “AI.”Startly’s Chief Compliance Officer may be referred to as the “CCO”.
3. Governing Law
The Investor Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
4. Background Checks
A condition of accessing the Platform is verification of your criminal and financial background to the satisfaction of Startly. You hereby grant authorization to Startly to disclose your information at any time to its authorized agent(s) and to inquire into your, or any of your principal’s, criminal, educational and financial histories for the purpose of confirming your suitability to access the Platform. You agree that any information you provide to Startly will be accurate, correct and up to date.
5. General Policies
Startly Inc. (Ontario) is registered under the Act as an EMD.
The securities laws in most of Canada require securities dealers and advisors, when they trade or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are “related” or “connected”, to do so only in accordance with particular disclosures and other rules. In certain provinces or territories, these rules require dealers and advisors to inform their clients of the relevant relationship and connections with the issuer of securities prior to trading or advising in the securities of those issuers.
Clients should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights thereunder or consult with a legal advisor with respect thereto. For further information, please see the section entitled “Related Issuers and Connected Issuers to Startly” below.
Canadian securities laws also require that dealers and advisors that share the same principal shareholder, officers, partners or directors disclose details of the relationship and the policies and procedures they have adopted to minimize the potential conflict resulting from the relationship. For further information, please see the section entitled “Related Registrants” below.
Under applicable securities legislation, Startly must:
a) take reasonable steps to identify existing material conflicts of interest, and material conflicts of interest that Startly, in its reasonable opinion, would expect to arise between the firm, including each individual acting on the firm's behalf, and a client; and,
b) if a reasonable investor would expect to be informed of such a conflict of interest, Startly must disclose, in a timely manner, the nature and extent of the conflict of interest to the Client whose interest conflicts with the interest identified.
Startly has implemented policies requiring every Startly employee to avoid any activity, interest or association which might interfere or appear to interfere with the independent exercise of his or her judgment in the best interests of Startly, its shareholders, clients and the public. All Startly officers, directors and other employees must, upon identification of a possible conflict of interest, immediately advise the CCO, who will determine whether a conflict of interest exists and take the necessary steps to mitigate the conflict.
6. Statement of Policies on file with OSC
Startly, as required by National Instrument 31-103, provides the following statement:
“Startly does not and will not engage in activities as an advisor, dealer or underwriter in respect of securities of Startly, or of related issuers of Startly, or, in the course of distribution in respect of the securities of connected issuers of Startly and undertakes that it will not engage in such activities except in compliance with Part XIII of the Ontario Securities Act General Regulation (Ont. Reg. 1015).”
7. Related Issuers and Connected Issuers to Startly
A person or company is a “related issuer” to Startly if any of the following applies:
a) Through the ownership of, direction of, control over voting securities or otherwise, a person or company is an influential security holder of Startly.
A person, company or professional group (“ABC”) is considered an influential security holder of an issuer (“XYZ”) if any of the following circumstances applies to them (Companion Policy 33-105 CP to National Instrument 33-105 Underwriting Conflicts: Part 4: Commentary on Relationships Described in the Instrument.):
· ABC owns or controls 20 percent of the voting or equity securities of XYZ;
· ABC controls or is a general partner of XYZ, if XYZ is either a general partnership or a limited partnership;
· ABC owns or controls 10 percent of the voting or equity securities of XYZ and either:
o ABC is entitled to nominate 20 percent of the directors of XYZ or has officers, directors or shareholders that constitute 20 percent of the directors of XYZ, or
o XYZ is entitled to nominate 20 percent of the directors of ABC or has officers, directors or shareholders that constitute 20 percent of the directors of ABC; or
· XYZ owns or controls 10 percent of the voting or equity securities of ABC (other than a professional group) and either:
o ABC is entitled to nominate 20 percent of the directors of XYZ or has officers, directors or shareholders that constitute 20 percent of the directors of XYZ, or
o XYZ is entitled to nominate 20 percent of the directors of ABC or has officers, directors or shareholders that constitute 20 percent of the directors of ABC.
The definition of “influential security holder” contains no reference to professional groups in recognition of the fact that it is not possible to hold a voting or equity interest in such an entity nor does such an entity have a board of directors. If a professional group is an influential security holder of XYZ within paragraphs (i) or (ii) above, then, if ABC is part of that professional group, it will also be an influential security holder of XYZ.
b) If Startly is an influential security holder of a person or company.
c) If each of them is a related issuer of the same third person or company.
An issuer distributing securities is a “connected issuer” to Startly if any of the following applies:
a) If there is a relationship, between the issuer and Startly, a related issuer that extends beyond the expected “client/advisor” relationship or a director or officer of Startly. Examples of relationships between issuers and registrants that are not related issuer relationships that may be of concern to a reasonable investor include, but are not limited to:
· an influential security holder relationship as defined above in the section entitled “Related Issuers and Connected Issuers to Startly.”
· The existence of a debtor/creditor relationship between Startly and its client. If such a relationship exists, then the following factors should be disclosed:
o the size of the debt;
o the materiality of the debt to both parties;
o the terms of the debt;
o whether the lending arrangement is in good standing; and
o whether the sales of the security are being used to pay down the debt.
· If Startly is holding preferred shares of the issuer. Dividend entitlements under preferred shares may be seen as debt obligations of the issuer, especially if any of the following factors are present:
o the shares are term preferred;
o the shares are redeemable at Startly’s option;
o the shares represent relatively permanent capital of the issuer; and
o the shares are material to either the issuer of Startly.
b) If any of the above relationships, at minimum, exist, a reasonable prospective issuer may question whether Startly and the issuer are independent of each other for the purposes of the distributing the issuer’s securities.
c) In certain provinces, an issuer identified as a connected issuer (see bullet 1 a, above) may be considered to be a related issuer of Startly because Startly has the power to exercise a controlling influence over the issuer’s management or policy.
List of Related or Connected Issuers to Startly:
None.
Should the case arise whereby Startly will have related or connected issuers, Startly will update the highlighted statement in the box above to reflect the correct information.
8. Related Registrants
Securities laws require that dealers that share the same principal shareholder disclose the policies and procedures they have adopted to minimize the potential for conflict in their relationships.
The following registered dealers and advisors are related to Startly by Startly’s principal shareholder being the sole direct or indirect shareholder of these dealers or advisors:
List of Related Registrants to Startly:
None.
Should the case arise whereby Startly will have related registrants, Startly will update the highlighted statement in the box above to reflect the correct information.
9. Dealer’s Activities
a) A registrant may be conducting “dealer’s activities” if any of the following, at minimum, apply:
b) the registrant acts as an underwriter or selling group member in connection with a distribution of securities;
c) the registrant sells such securities with or on behalf of their customers;
d) the registrant purchases such securities from or on behalf of customers;
e) the registrant acts as an adviser in the respect of such securities; or
f) the registrant makes recommendations in respect of such securities.
10. Disclosure
Startly is not involved in any dealer’s activity. However, if Startly were to act as your dealer, or advise you or exercise discretion on your behalf with respect to securities issued by Startly, by a related issuer or, in the course of a distribution, by a connected issuer of Startly, Startly will disclose its relationship with the issuer of the securities.
Where Startly does any of the following, this disclosure will be made as follows:
a) Underwriting securities: The required disclosure will be contained in the prospectus or other documents used to qualify those securities.
b) Assist with the purchase of sale of securities on your behalf: The required disclosure will be contained in the buy order Startly prepares and sends to you.
c) Exercises discretion under your authority in the purchase or sale of securities on your behalf: Startly may not exercise that discretion with respect to the transactions described above unless Startly has obtained your prior specific and informed written consent.
d) Advises you with respect to the purchase or sale of securities: The required disclosure will be made prior to Startly giving advice.
Disclosure of Startly’ Dealer Activities:
None.
Should the case arise whereby Startly will become involved in dealer activities, Startly will update the highlighted statement in the box above to reflect the correct information.
It is the policy of Startly to comply fully with all applicable securities legislation and to make all required disclosure in acting as an advisor, dealer, and underwriter in respect of securities of related issuers or connected issuers of Startly. Startly has a relationship with the persons and companies listed in this statement. Startly, its directors, officers, or other employees may from time to time recommend that you trade in or provide you advice about a security issued by those listed persons or companies. If you wish further information concerning the relationship between Startly and those listed persons or companies, please contact our CCO.
11. Investor-Specific Responsibilities
Without limiting the generality of any part of the agreement hereof, you shall:
a) Provide complete and accurate information with respect to whether you are:
· a retail client (a retail client does not meet the requirements set out below in this subsection);
· an eligible investor (please refer to “Annex A: Eligible Investor Definition”);
· an accredited investor (please refer to “Annex B: Accredited Investor Definition”); and/or
· a permitted client (please refer to “Annex C: Permitted Client Definition”).
b) Furnish to Startly, at any time upon its demand, such information or documentation concerning you as Startly may reasonably require or request.
c) Abide by all applicable securities laws, regulations, and policies.
12. Payment for Investments
Wire transfer to the designated account is the preferred form of payment. You will ensure that when you place an order to purchase any offering that there are sufficient funds available to cover the full cost of the purchase and that you will send the funds in accordance with the provided instructions.
13. NSF Payments or Non-Payment
If you do not have sufficient funds (NSF), to cover the full cost of your purchase, or you otherwise fail to pay, your request for purchase may be rejected by Startly, and, at our discretion, we may terminate your account with us.
14. Closing Your Account
You may terminate your access to the Startly Platform upon the provision of written notice.
15. Miscellaneous
You acknowledge that, together with any Additional Terms and the Privacy Policy, this Investor Agreement constitutes the entire agreement between you and Startly relating to your use and our provision of the Platform.
You agree that if Startly does not exercise or enforce any legal right or remedy which is contained in the Investor Agreement (or which Startly has the benefit of under any Applicable Law), this will not be taken to be a formal waiver of Startly’s rights and that those rights or remedies will still be available to Startly.
If any provision of the Investor Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provision of the Investor Agreement and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.
You acknowledge that a breach or threatened breach by you of the Investor Agreement will result in Startly suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, you agree that Startly shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which Startly may become entitled.
Startly shall have the right, at any time, to halt, suspend or remove your access to the Platform with or without notice and with or without giving any reason for such action.
The Investor Agreement shall survive any halt, suspension or removal of your access to the Platform or a termination by you of your access to the Platform.
16. Acknowledgement
By submitting this application for an account with Startly, you acknowledge that you have read, understood, and agree with the Investor Agreement, Additional Terms and Privacy Policy.
Annex A: Eligible Investor Definition
All amounts, unless otherwise stated, are in Canadian funds
For a definition of Eligible Investor see: National Instrument 45-106, section 1.1
a) A person whose:
· Net assets, alone or with a spouse, in the case of an individual, exceed $400,000
· Net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year.
· Net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125 000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year.
b) A person of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors.
c) A general partnership of which all of the partners are eligible investors.
d) A limited partnership of which the majority of the general partners are eligible investors.
e) A trust or estate in which all of the beneficiaries or a majority of the trustees or executors are eligible investors.
f) An accredited investor.
g) In Manitoba, Northwest Territories, Nunavut, Prince Edward Island and Yukon, a person that has obtained advice regarding the suitability of the investment and, if the person is resident in a jurisdiction of Canada, that advice has been obtained from an eligibility adviser
Eligible Investor Verification Requirements
a) If you are an individual eligible investor relying on the net asset test, please upload a copy of your most recent third-party financial statements that show your assets, liabilities and net asset value. This statement cannot be created by yourself unless you have a professional designation (CA, CMA, etc.) and you place your designation on the statement.
b) If you are an individual eligible investor relying on the net income test, please upload either:
· a copy of your CRA “Notice of Assessment” for the most recent two years; or
· reasonable written assurances from a qualified third party, such as your accountant, that your income for the current year will meet the requirements.
c) If you are a corporation or other legal entity as described above, you should upload constating documents to verify that you are an eligible client that meets the requirements.
Annex B: Accredited Investor Definition
All amounts, unless otherwise stated, are in Canadian funds
For a definition of Accredited Investor see: National Instrument 45-106, section 1.1
a) except in Ontario, a Canadian financial institution, or a Schedule III bank,
b) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
c) except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
d) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),
(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
f) except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,
g) except in Ontario, a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
h) except in Ontario, any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
i) except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,
j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000,
(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300.000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
n) an investment fund that distributes or has distributed its securities only to
· a person that is or was an accredited investor at the time of the distribution,
· a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or
· a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment],
o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,
t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, or
w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.
In Ontario, paragraphs (a) to (h) of subsection 73.3(1) of the Securities Act (Ontario) correspond to paragraphs (a) to (d) and paragraphs (f) to (i) of the definition of “accredited investor” in section 1.1 of this National Instrument 45-106.
Accredited Investor Verification Requirements
a) If you are an individual who is an AI relying on the income test, you should upload either:
· a copy of your CRA “Notice of Assessment for the most recent two years; or
· reasonable written assurances from a qualified third party, such as your accountant, that your income for the current year will meet the requirements.
b) If you are an individual AI relying on the net asset test, you should upload a copy of your most recent third-party financial statements that show your assets, liabilities and net asset value. This statement cannot be created by yourself unless you have a professional designation (CA, CMA, etc.) and you place your designation on the statement.
c) If you are an individual AI relying on the financial asset test, you should upload a copy of your most recent third-party financial statements that show your financial assets. This cannot be a statement created by yourself unless you have a professional designation (CA, CMA, etc.) and you place your designation on the statement.
d) If you are an individual AI relying on your registration as an advisor or dealer in a jurisdiction of Canada, please provide proof that you are currently registered and in good standing. This information can be accessed on the Canadian Securities Administrators (CSA) Platform at: http://www.securities-administrators.ca/nrs/nrsearchprep.aspx?ID=1325.
e) If you are a corporation or other legal entity that is a regulated by at least one of the categories defined in sections 5 (a – c), please upload a link to the regulatory Platform that confirms your status as an AI.
· A federal, provincial or municipal government or department: [Definitions: (f) to (h), and (s)].
· A federal Act, such as the Business Development Bank of Canada Act, the Trust and Company Act of Canada or the Income Tax Act: [Definitions: (a) to (c), (p) and (r) to (s)].
· A security regulatory authority: [Definitions: (a), (c) to (f), (i), (o), (q), (s) and (u) to (v)].
f) If you are a corporation or other legal entity that is not a regulated entity as described in section 5 above, please upload constating documents that verify you are a valid AI.
Annex C: Permitted Client Definition
All amounts, unless otherwise stated, are in Canadian funds
For a definition of Permitted Investor see: National Instrument 31-103, Section 1.1
a) a Canadian financial institution or a Schedule III bank;
b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;
d) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);
g) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
i) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
j) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
k) a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
l) an investment fund if one or both of the following apply:
· the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;
· the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;
m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
n) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
o) an individual who beneficially owns financial assets, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;
p) a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;
q) a person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements;
r) a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (q);
Permitted Client Verification Requirements
a) If you are an individual permitted client relying on the financial asset test, you should upload a copy of your most recent third-party financial statements that show your financial assets. This statement cannot be created by yourself unless you have a professional designation (CA, CMA, etc.) and you place your designation on the statement.
b) If you are a corporation or other legal entity that is regulated by at least one of the following categories, please upload a link to the regulatory Platform(s) that confirms your status as a permitted client.
· A federal, provincial, or municipal government or department: [Definitions: (g) to (i)].
· A federal Act, such as the Business Development Bank of Canada Act, the Trust and Company Act of Canada or the Income Tax Act: [Definitions: (a) to (c), (f), (j), (m) and (p)].
· A security regulatory authority: [Definitions: (d) to (f), (k) to (l) and (m)].
c) If you are corporation or other legal entity that is not a regulated entity as described in section 2 above, please upload constating documents that verify you are a permitted client.
