Relationship Disclosure Document
Effective Date: January 2025
Securities legislation in Canada requires that Ocree Capital Inc. (“Ocree”) deliver to each client disclosure documentation which describes the nature of Ocree’s relationship with you, including the products and services that Ocree offers; and to inform you of any conflicts of interest that may arise between you and Ocree.
Information about Ocree and Registration
Ocree is registered as an exempt market dealer (EMD) in Ontario, Alberta and British Columbia, with our office located in Toronto, Ontario. The Ontario Securities Commission (OSC) is the principal regulator for Ocree. As an EMD, Ocree can trade and underwrite exempt market securities.
Business Activities
Ocree’s registration as an EMD allows it to provide exempt market dealing and private placement services to accredited investors and other clients who qualify to purchase private placements. In this capacity, Ocree acts as the client’s agent in the purchase or sale of a private placement investment, for the client.
Ocree deals exclusively in securities that are related or connected to Ocree, and it does not offer or act as a dealing agent for transactions in other securities.
Product Risks
There are risks associated with exempt market securities. Exempt market securities are typically not listed on any stock exchange so your ability to sell them is limited or not available. There could be a lockup period that applies to the security which restricts you from trading, selling, or transferring the security. Please see “Risk Disclosure” later in this document.
Issuers of exempt market securities do not have to file a prospectus. A prospectus describes the investment in detail and gives you some legal protections. There is a risk that the issuer will be unable to meet interest and principal payments on its obligations on a timely basis. Furthermore, the securities could be from a non-reporting issuer. This type of issuer does not have to publish financial information or notify the public of changes in its business.
Suitability of Investments
Ocree will determine that any investment action it takes, recommends, or decides on, for the client is suitable for the client and puts the client’s interest first.
The private placements of securities that Ocree deals in may not be suitable for all clients. Ocree is obligated to make a determination to ensure the proposed investment is suitable for you, unless you are a “permitted client” and have waived the suitability requirement. Should a Permitted Client not sign a suitability waiver, Ocree is required to obtain information relating to your investment objectives, risk tolerance, investment knowledge, financial position and other relevant information to make a suitability determination. In addition, Ocree is required to obtain information related to verifying your identity. This information pertains to the Know Your Client and Anti-Money Laundering requirements.
In a private placement of securities, the contractual agreement is between the client/investor and the issuer. The issuer provides clients/investors with a subscription agreement or other documentation that discloses the particulars of an investment, and it is signed by the client in order for the client to make an investment. This agreement may also be represented by tokens on a blockchain.
‘Know Your Client’ Process
‘Know Your Client’ (KYC) information is collected and documented before any client makes a trade. You, as our client, will receive, or otherwise have made available to you either in electronic format or on our website, review and where applicable, sign the following documents as part of the KYC package: