ACCREDITED INVESTORS UNDER MULTILATERAL INSTRUMENT 45-103

FINANCIAL INSTITUTIONS

  1. a bank, loan corporation, trust company, insurance company, treasury branch, credit union or caisse populaire that, in each case, is authorized to carry on business in Canada or a province or territory of Canada, the Confederation des caisses populaires et d’economie Desjardins du Quebec, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada).
  2. the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada).
  3. an association under the Cooperative Credit Associations Act (Canada) located in Canada or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act.
  4. a subsidiary of any person or company referred to in paragraphs (a) to (c) above, 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 that subsidiary.

REGISTRANTS

  1. a person or company registered under the securities legislation of a province or territory of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador).
  2. an individual registered or formerly registered under the securities legislation of a province or territory of Canada, as a representative of a person or company referred to in paragraph (e) above.

GOVERNMENT

  1. the government of Canada or a province or territory of Canada, or any crown corporation, agency or wholly owned entity of the government of Canada or a province or territory of Canada.
  2. a municipality, public board or commission in Canada.
  3. any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government.

PENSION FUNDS and CHARITIES

  1. 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 province or territory of Canada.
  2. a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser1 or other adviser registered to provide advice on the securities being traded.

INDIVIDUALS

  1. an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets2 having an aggregate realizable value that before taxes, but net of any related liabilities3, exceeds $1,000,000.
  2. 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 the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year.

ENTITIES and INDIVIDUALS

  1. a person or company, other than a mutual fund or non-redeemable investment fund, that, either alone or with a spouse, has net assets of at least $5,000,000, and unless the person or company is an individual, that amount is shown on its most recently prepared financial statements.

MUTUAL FUNDS and MANAGED ACCOUNTS

  1. a mutual fund or non-redeemable investment fund that, in the relevant province or territory, distributes its securities only to persons or companies that are accredited investors.
  2. a mutual fund or non-redeemable investment fund that, in the relevant province or territory, distributes its securities under one or more prospectuses for which the regulator has issued receipts.
  3. 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 province or territory of Canada (or in the case of all provinces and territories other than Prince Edward Island, a foreign jurisdiction), trading as trustee or agent on behalf of a fully managed account.
  4. a person or company trading as agent on behalf of a fully managed account if the person or company is registered or authorized to carry on business under the securities legislation of a province or territory of Canada or a foreign jurisdiction as a portfolio manager or under an equivalent category of adviser or is exempt from registration as a portfolio manager or the equivalent category of adviser.

FOREIGN ENTITIES

  1. an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e) above and paragraph (j) above in form and function.

ENTITIES WITH ACCREDITED INVESTORS

  1. a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, except the voting securities required by law to be owned by directors, are persons or companies that are accredited investors.

1 - For the purposes of this qualification category eligibility adviser means (a) an investment dealer or equivalent category of registration, registered under the securities legislation of the jurisdiction of the Subscriber and authorized to give advice with respect to the type of security being distributed, and (b) in Saskatchewan or Manitoba, also means a lawyer or a public accountant who is a member in good standing with a law society or of an institute or association of chartered accountants, certified general accountants or management accountants, as applicable, in a jurisdiction of Canada provided that the lawyer or public accountant:  (i) does not have a professional, business or personal relationship with the issuer, or any of its directors, senior officers, founders or control persons, and (ii) has not acted for or been retained personally or otherwise as an employee, senior officer, director, associate or partner of a person or company that has acted for or been retained by the issuer or any of its directors, senior officers, founders or control persons within the previous year.

2 - financial assets means cash and securities

3 - related liabilities means liabilities incurred for the purpose of acquiring the financial assets and liabilities that are secured by financial assets