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Accredited Investor


An accredited investor within the meaning of National Instrument 45-106 – Prospectus and Registration Exemptions must satisfy one of the following requirements (I draw your attention to #10, #11 and #12 that are most applicable to an individual investor):

1.      A Canadian financial institution, or a Schedule III bank,

2.       The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

3. 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;

4.       A person registered under the securities legislation of a jurisdiction as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

5.      An individual registered or formerly registered under the securities legislation of a jurisdiction as a representative of a person referred to in paragraph (d),

6.      The Government of Canada or a jurisdiction, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction,

7.      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,

8.      Any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

9.      A pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada,

10.  An individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,

11.  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,

12.  An individual who, either alone or with a spouse, has net assets of at least $5,000,000,

13.  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

14.  An investment fund that distributes or has distributed its securities only to

     a)     A person that is or was an accredited investor at the time of the distribution,

     b)     A person that acquires or acquired securities with an aggregate value of not less than $150,000 under certain minimum purchase or additional investment exemptions specified in sections 2.10 and 2.19 of NI 45-106 or their equivalents under securities legislation of an applicable jurisdiction as specified in sections 8.1 and 8.2 of the NI 45-106, or

     c)      A person described in paragraph (i) or (ii) that acquires or acquired securities under the investment fund reinvestment exemption specified in section 2.18 of the NI 45-106,

15.  An investment fund that distributes or has distributed securities under a prospectus in a jurisdiction for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

16.   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 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,

17.   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 [Note: this is not available in Ontario],

18.   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,

19.  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

20.  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

21.  An investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or

22.  A person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as

     a)     An accredited investor, or

     b)     An exempt purchaser in Alberta or British Columbia after September 14, 2005.