| 1(a). | except in Ontario, a Canadian financial institution, or a Schedule III bank, |
| 1(b). | in Ontario, a financial institution described in paragraph 1, 2 or 3 of section 73.1(1) of the OSA, |
| 2(a). | except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), |
| 2(b). | in Ontario, the Business Development Bank of Canada, |
| 3(a). | except in Ontario, a subsidiary of any person referred to in paragraphs 1(a) or 2(a), 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, |
| 3(b). | in Ontario, a subsidiary of any person or company referred to in paragraphs 1(b) or 2(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 that subsidiary, |
| 4(a). | except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, |
| 4(b). | in Ontario, a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by regulations, |
| 5(a). | an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in the paragraph 4(a), |
| 5(b). | 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). |
| 6(a). | 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, |
| 6(b). | in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada, |
| 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). | 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, |
| 9(b). | in Ontario, 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. |
| 10. | 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 |
| 11. | 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, |
| 12. | an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, |
| 13. | an individual who, either alone or with a spouse, has net assets of at least $5,000,000, |
| 14. | 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, |
| 15. | an investment fund that distributes or has distributed its securities only to:
|
| 16. | 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, |
| 17. | 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, |
| 18. | 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, |
| 19. | a registered charity under the Income Tax Act (Canada) that, in regard to 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, |
| 20. | an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs 1(a), 2(a), 3(a), 4(a) or 9(a) (and, in Ontario, paragraphs 1(b), 2(b), 3(b), 4(b) or 9(b)) in form and function, |
| 21. | 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, |
| 22. | an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, |
| 23(a). | a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, |
| 23(b). | in Ontario, a person or company that is recognized or designated by the Ontario Securities Commission as an accredited investor, |
| 24. | 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. |
GLOSSARY
DEFINITION OF CERTAIN TERMS
For the purposes hereof:
“Canadian financial institution” means
an association governed by the Cooperative Credit Associations Act (Canada),
or a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Quebec where control person means any person that holds or is one of the combination of persons that holds:
a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or
more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;
“director” means
a member of the board of directors of a company or an individual who performs similar functions for a company, and
with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;
“eligibility adviser” means
a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and
have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;
“EVCC” means an employee venture capital corporation that does not have a restricted constitution and is registered under Part 2 of the Employee Investment Act (British Columbia) and whose business objective is making multiple investments;
“executive officer” means, for an issuer, an individual who is
a chair, vice-chair or president,
a vice-president in charge of a principal business unit, division or function including sales, finance or production, or
performing a policy-making function in respect of the issuer;
“financial assets” means cash, securities, or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;
“founder” means, in respect of an issuer, a person who,
acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and
at the time of the distribution or trade is actively involved in the business of the issuer;
“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;
“jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction;
“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an EVCC and VCC;
“local jurisdiction” means the jurisdiction in which the Canadian securities regulatory authority is situate;
“non-redeemable investment fund” means an issuer, whose primary purpose is to invest money provided by its security holders, that does not invest,
for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or
for the purpose of being actively involved in the management of any issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, and
that is not a mutual fund;
“person” includes
an individual,
a corporation,
a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;
“regulator” means, for the local jurisdiction, the Executive Director as defined under securities legislation of the local jurisdiction;
“related liabilities” means
liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
liabilities that are secured by financial assets;
“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);
“spouse” means, an individual who,
is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);
“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary;
“VCC” means a venture capital corporation registered under Part 3 of the Small Business Venture Capital Act (British Columbia) whose business objective is making multiple investments.
All monetary references are in Canadian Dollars.