Accredited Investors

Are You An Accredited Investor?

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ACCREDITED INVESTORS UNDER ONTARIO SECURITIES COMMISSION RULE 45-501

ACCREDITED INVESTORS UNDER ONTARIO SECURITIES COMMISSION RULE 45-501
An “accredited investor” includes the following:

FINANCIAL INSTITUTIONS
a. a bank listed in Schedule I or II of the Bank Act (Canada), or an authorized foreign bank listed in Schedule III of that Act.
b. the Business Development Bank incorporated under the Business Development Bank Act (Canada).
c. a loan corporation or trust corporation registered under the Loan and Trust Corporations Act (Ontario) or under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other province or territory.
d. a co-operative credit society, credit union central, federation of caisses populaires, credit union or league, or regional caisse populaire, or an association under the Cooperative Credit Associations Act (Canada), in each case, located in Canada.
e. is a company licensed to do business as an insurance company in any province or territory of Canada.
f. a subsidiary of any company referred to in paragraph (a), (b), (c), (d) or (e) above, where the company owns all of the voting shares of the subsidiary.

REGISTRANTS
g. is a person or company registered under the Securities Act (Ontario), as an adviser or dealer, other than a limited market dealer.
h. an individual who has been granted registration under the Securities Act (Ontario) or securities legislation in another province or territory of Canada as a representative of a person or company referred to in paragraph (g) above, whether or not the individual’s registration is still in effect.

GOVERNMENT
i. (i) the government of Canada or of any province or territory of Canada, or any crown corporation, instrumentality or agency of a Canadian federal, provincial or territorial government.
j. (j) any Canadian municipality or any Canadian provincial or territorial capital city.
k. (k) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any instrumentality or agency thereof.

PENSION FUNDS and CHARITIES
l. a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority of a province or territory of Canada.
m. a registered charity under the Income Tax Act (Canada).

INDIVIDUALS
n. an individual who beneficially owns¹, or who together with a spouse beneficially own, financial assets² having an aggregate realizable value that, before taxes but net of any related liabilities³, exceeds $1,000,000.
o. an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, has a reasonable expectation of exceeding the same net income level in the current year.

ISSUERS and PROMOTERS
p. a promoter of the issuer or an affiliated entity of a promoter of the issuer.
q. a spouse, parent, grandparent or child of an officer, director or promoter of the issuer.
r. a person or company that, in relation to the issuer, is an affiliated entity or a person or company referred to in clause (c) of the definition of distribution in subsection 1(1) of the Securities Act (Ontario).
s. an issuer that is acquiring securities of its own issue.

ENTITIES
t. a company, limited partnership, limited liability partnership, trust or estate other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as reflected in its most recently prepared financial statements.

MUTUAL FUNDS and MANAGED ACCOUNTS
u. a mutual fund or non-redeemable investment fund that in Ontario, distributes its securities only to persons or companies that are accredited investors.
v. a mutual fund or non-redeemable investment fund that, in Ontario, distributes its securities under a prospectus for which a receipt has been issued by the Director.
w. a managed account if it is acquiring a security that is not a security of a mutual fund or non- redeemable investment fund.
x. an account that is fully managed by a trust corporation registered under the Loan and Trust Corporations Act (Ontario).

FOREIGN ENTITIES
y. an entity organized outside of Canada that is analogous to any of the entities in paragraphs (a) through (g) above and paragraph (k) above in form and function.

ENTITIES WITH ACCREDITED INVESTORS
z. a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors.

REGULATORY DESIGNATION
aa. a person or company that is recognized by the Ontario Securities Commission as an accredited investor.
1 – an individual beneficially owns financial assets in a RRSP or a trust that are held for the sole benefit of the individual (i.e. the individual is
entitled to receipt of any income generated by the financial assets in the RRSP/trust and is otherwise able to deal with the financial assets)
2 – financial assets means cash, securities and insurance contracts
3 – related liabilities means liabilities incurred for the purpose of acquiring the financial assets and liabilities that are secured by financial assets

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