The Alberta Gazette

Part I

Vol. 112 Edmonton, Monday, October 31, 2016 No. 20

APPOINTMENTS

Appointment of Non-Presiding Justices of the Peace

(Justice of the Peace Act)

September 29, 2016

Cox, Jessica Candice of Edmonton

Frattinger, Charlsie Jean of Hinton

Gitzel, Alyshia Paige of Edmonton

McLean, Chantel Deanna of Calgary

Van Elslander, Jennifer Marie of Calgary

Re-appointment of Part-time Justice of the Peace

(Justice of the Peace Act)

October 13, 2016

Szekeres, John George of Calgary

For a term to expire on October 12, 2017.

CHANGES OF NAME

Change of Name of Non-Presiding Justices of the Peace

(Justice of the Peace Act)

September 21, 2016

Semeniuk, Chelsea Lynda to Pankiewich, Chelsea Lynda

RESIGNATIONS & RETIREMENTS

Resignation of Part-time Justice of the Peace

(Justice of the Peace Act)

September 8, 2016

Stelmaczonek, Richard Stanley of Edmonton

October 1, 2016

Higgerty, Patrick Brian of Calgary

TERMINATIONS

Termination of Justice of the Peace

(Justice of the Peace Act)

August 10, 2016

Cahill, Beryl of Jasper

Termination of Non-Presiding Justices of the Peace

(Justice of the Peace Act)

July 19, 2016

Gaffney, Marian Joan

Myskiw, Robert Russell Stephen

Copeman, Patricia Joy

Morris, Kelly Maria

September 21, 2016

McGuckin, Janice Lorraine

Petryk, Barbara Andrea

Carlson, Danielle Alice Shelley

Leung, Jennifer Dawn

Lindgren, Reann Lynn

Dorosh, Tessa Lynette

MacLaughlin, Laura Leanne

Anderson, Shaun Cody

GOVERNMENT NOTICES

Health

Hosting Expenses Exceeding $600.00

For the period July 1, 2016 to September 30, 2016

Function: Supportive Living Accommodation Standards Review Stakeholder

Meeting

Purpose: To engage stakeholders involved in the Continuing Care Legislation review

on the Supportive Living and Accommodation Licensing Regulation, and to provide

feedback and give solutions to be incorporated in the policy recommendations.

Amount: $1,401.08

Date of Function: May 16, 2016

Location: Edmonton, AB

Function: Continuing Care Legislation Review - Stakeholder Involvement Session

Purpose: To engage stakeholders involved in the Continuing Care Legislation review

on Nursing Homes and Home Care to provide feedback and give solutions to be

incorporated in the policy recommendations.

Amount: $6,234.06

Date and Location of Function: May 24, 2016, Lethbridge, AB; June 2&3, 2016,

Edmonton, AB; June 15&16, 2016, Calgary, AB

Function: Continuing Care Legislation Review - External Stakeholder Meeting

Purpose: To engage stakeholders involved in the Continuing Care Legislation review

on Nursing Homes and Home Care to provide feedback and give solutions to be

incorporated in the policy recommendations.

Amount: $1,204.54

Date of Function: June 13, 2016

Location: Red Deer, AB

Function: Professional Services and Health Benefits Division - Leadership Retreat

Purpose: The Strategic Leadership Retreat is a self-reflective leadership retreat and

opportunity for knowledge exchange with division leaders and key stakeholder

representatives. Through various sessions this retreat will provide participants with

opportunities to grow and develop across a broad spectrum from collaboration to

approaching evidence, while building the divisions capacity along our core values and

guiding principles outlined in the strategic map.

Amount: $797.36

Date of Function: June 23, 2016

Location: Edmonton, AB

Function: Alberta Health and Alberta Medical Association Physician Compensation

Negotiations

Purpose: AH-AMA Physician Compensation negotiations. Each organization

responsible for their associated costs.

Amount: $3,251.21

Date of Function: June 16-18, 2016

Location: Edmonton, AB

Function: Alberta Health and Alberta Medical Association Physician Compensation

Negotiations

Purpose: AH-AMA Physician Compensation negotiations. Each organization

responsible for their associated costs.

Amount: $8,384.94

Date of Function: August 18-25, 2016

Location: Edmonton, AB

Function: Alberta Provincial Drug Plan Roundtable

Purpose: To host academics from across the country and discuss a drug plan design.

(Payment of a small portion of the overall cost)

Amount: $900.00

Date of Function: April 26, 2016

Location: Edmonton, AB

Human Services

Office of the Public Trustee

Property being held by the Public Trustee for a period of Ten

(10) Years

(Public Trustee Act)

Section 11(2)(

b) Name of Person Entitled

to Property

Description

of Property

held and its

value or

estimated value

Property part of

deceased person's

Estate or held under

Court Order:

Deceased's Name

Judicial District Court

File Number

Public Trustee

Office

Additional

Information

Missing Beneficiaries of

Barry Pratt

Cash on hand

$1,543.55

Barry Pratt

PTE#166883 JD of

Edmonton SES03

Terry Lucier

Cash on hand

$2,119.53

Arthur Joseph Lucier

PTE#131145 JD of

Edmonton SES03

Marnie Lucier

Cash on hand

$809.80

Arthur Joseph Lucier

PTE#131145 JD of

Edmonton SES03

Adam Lucier

Cash on hand

$809.80

Arthur Joseph Lucier

PTE#131145 JD of

Edmonton SES03

Kathy Lucier

Cash on hand

$809.80

Arthur Joseph Lucier

PTE#131145 JD of

Edmonton SES03

Frank Morris Ladouceur

Missing Beneficiaries

Cash on hand

$20,022.05

Frank Morris Ladouceur

JD of Edmonton SES03

Debbie Booth

Cash on hand

$2,029.08

Svend Aage Seerup

Missing Beneficiaries

Cash on hand

$2,030.32

Svend Aage Seerup JD

of Calgary SES01

Arthur Tacochcoo

Cash on hand

$6,255.44

Mavis Cardinal

OPGTE#163882 JD of

Edmonton SES03

Infrastructure

Sale or Disposition of Land

(Government Organization Act)

Name of Purchaser: The City of Calgary

Consideration: $1,500,000.00

Land Description: Plan 1411893, Block 42, Lot 1. Excepting thereout all mines and

minerals. Area: 2.456 hectares (6.07 acres) more or less.

Name of Purchaser: The City of Calgary

Consideration: $2,000,000.00

Land Description: Plan 1511178, Block A, Lot 2. Excepting thereout all mines and

minerals. Containing 5.23 hectares (12.92 acres) more or less.

Justice and Solicitor General

Designation of Qualified Technician Appointment

(Intox EC/IR II)

Calgary Police Service, Traffic Office

Badesso, David Russell

Bunyan, John Christian

Cartwright, Lindsey Lee

Chong, Yansi

Daroux, Jake Lionel

Gaytan, Ryan Andrew

Gillis, Brandon Michael

Halyk, Brent Gordon

Jansen, Michelle Audrey

Mckerrell, Shelby Diana

Nelson, Bryan Scott Thomas

Parsons, Kerry Andrew

Pilon, Robert Paul Denis

Rezvani, Sherwin Kevin

Robertson, Carol Elizabeth

Rumsey, Adam Peter William

Shergill, Sandeep

Sohn, Seung Yeun

Starblanket, Kevin Dwayne Sheldon

Wallace, Brendan William Leroy

Weldon, Scott Richard

Wilson, Aaron James Swagerman

(Date of Designation October 4, 2016)

Safety Codes Council

Agency Accreditation - Cancellation

(Safety Codes Act)

Pursuant to

Section 30 of the Safety Codes Act it is hereby ordered that

CMA-Inspection Ltd., Accreditation No. A000834, Order No. 2669

Is to cease services under the Safety Codes Act for Electrical.

Consisting of all parts of the Canadian Electrical Code, Code for Electrical

Installations at Oil and Gas Facilities and Alberta Electrical Utility Code.

Issued Date: October 3, 2016.

Corporate Accreditation - Cancellation

(Safety Codes Act)

Pursuant to

Section 28 of the Safety Codes Act it is hereby ordered that

MFC Resource Partnership, Accreditation No. C000148, Order No. 0268

Due to the voluntary withdrawal from accreditation is to cease administration under

the Safety Codes Act within its jurisdiction for Electrical

Consisting of all parts of the Canadian Electrical Code

Part 1, and Code for Electrical

Installations at Oil & Gas Facilities.

Issued Date: October 3, 2016.

Municipal Accreditation

(Safety Codes Act)

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Town of Vegreville, Accreditation No. M000190, Order No. 0618

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Fire

Consisting of all parts of the Alberta Fire Code, and Fire Investigation (cause and

circumstance). Except for those requirements pertaining to the installation, alteration

and removal of the storage tank systems for flammable and combustible liquids

Excluding any or all things, processes or activities located on all existing and future

industrial facilities that are owned by or are under the care and control of an

accredited corporation.

Accredited Date: November 27, 2000 Issued Date: October 14, 2016.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Town of Sexsmith, Accreditation No. M000323, Order No. 0458

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Building

Consisting of all parts of the Alberta Building Code, and National Energy Code of

Canada for Buildings.

Excluding any or all things, processes or activities located on all existing and future

industrial facilities that are owned by or are under the care and control of an

accredited corporation.

Accredited Date: December 13, 1995 Issued Date: October 5, 2016.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Town of Sexsmith, Accreditation No. M000323, Order No. 2578

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Electrical

Consisting of all parts of the Canadian Electrical Code

Part 1, and Code for Electrical

Installations at Oil and Gas Facilities.

Excluding the Alberta Electrical Utility Code.

Excluding any or all things, processes or activities located on all existing and future

industrial facilities that are owned by or are under the care and control of an

accredited corporation.

Accredited Date: June 8, 2007 Issued Date: October 5, 2016.

______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Town of Sexsmith, Accreditation No. M000323, Order No. 0459

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Fire

Consisting of all parts of the Alberta Fire Code, and Fire Investigation (cause and

circumstance). Excluding those requirements pertaining to the installation, alteration

and removal of the storage tank systems for flammable and combustible liquids

Excluding any or all things, processes or activities located on all existing and future

industrial facilities that are owned by or are under the care and control of an

accredited corporation.

Accredited Date: December 13, 1995 Issued Date: October 5, 2016.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Town of Sexsmith, Accreditation No. M000323, Order No. 2579

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Gas

Natural Gas and Propane Installations Code and Propane Storage and Handling Code,

Code for Field Approval of Fuel-Related Components on Appliance and Equipment,

and Compressed Natural Gas Fuelling Stations Installation Code, excluding the

Installation Code for Propane Fuel Systems and Tanks on Highway Vehicles and the

Natural Gas for Vehicles Installation Code -

Part 1 Compressed Natural Gas

Excluding any or all things, processes or activities located on all existing and future

industrial facilities that are owned by or are under the care and control of an

accredited corporation

Accredited Date: June 8, 2007 Issued Date: October 5, 2016.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Town of Sexsmith, Accreditation No. M000323, Order No. 2580

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Plumbing

Consisting of all parts of the National Plumbing Code of Canada, and Private Sewage

Disposal System Standard of Practice

Excluding any or all things, processes or activities located on all existing and future

industrial facilities that are owned by or are under the care and control of an

accredited corporation

Accredited Date: June 8, 2007 Issued Date: October 5, 2016.

Alberta Securities Commission

MULTILATERAL INSTRUMENT 45-108

CROWDFUNDING

(Securities Act)

Made as a rule by the Alberta Securities Commission on October 19, 2016 pursuant to

sections 223 and 224 of the Securities Act.

MULTILATERAL INSTRUMENT 45-108

CROWDFUNDING

PART 1

DEFINITIONS AND

INTERPRETATION

Definitions

1. In this Instrument

"accredited investor" means

(

a) except in Ontario, an accredited investor as defined in National

Instrument 45-106 Prospectus Exemptions, and

(

b) in Ontario, an accredited investor as defined in subsection 73.3(1) of the

the Securities Act, R.S.O. 1990 c. S.5 and in National Instrument 45-106

Prospectus Exemptions;

"aggregate minimum proceeds" means the amount disclosed in item 5.2 of the

crowdfunding offering document that is sufficient to accomplish the business

objectives of the issuer;

"Canadian Financial Statement Review Standards" means standards for the review of

financial statements by a public accountant determined with reference to the

Handbook;

"confirmation of investment limits form" means a completed Form 45-108F3

Confirmation of Investment Limits;

"crowdfunding offering document" means a completed Form 45-108F1

Crowdfunding Offering Document together with any amendment to that document

and any document incorporated by reference therein;

"crowdfunding prospectus exemption" means the exemption from the prospectus

requirement in

section 5 [Crowdfunding prospectus exemption];

"distribution period" means the period referred to in the crowdfunding offering

document during which an eligible crowdfunding issuer offers its securities to

purchasers in reliance on the crowdfunding prospectus exemption;

"eligible crowdfunding issuer" means an issuer if all of the following apply:

(

a) the issuer and, if applicable, its parent are incorporated or organized

under the laws of Canada or any jurisdiction of Canada;

(

b) the head office of the issuer is located in Canada;

(

c) a majority of the directors of the issuer are resident in Canada;

(

d) the principal operating subsidiary of the issuer, if any, is incorporated or

organized under

(

i) the laws of Canada or any jurisdiction of Canada, or

(ii) the laws of the United States of America or any state or territory

of the United States of America or the District of Columbia;

(

e) the issuer is not an investment fund;

"eligible securities" means securities of an eligible crowdfunding issuer having the

prospectus exemption during the distribution period and are any one or more of the

following:

(

a) a common share;

(

b) a non-convertible preference share;

(

c) a security convertible into securities referred to in paragraph (

a) or (b);

(

d) a non-convertible debt security linked to a fixed or floating interest rate;

(

e) a unit of a limited partnership;

(

f) a flow-through share under the ITA;

"executive officer" means an individual who is

(

a) a chair, vice-chair or president,

(

b) a chief executive officer or chief financial officer,

(

c) a vice-president in charge of a principal business unit, division or

function including sales, finance or production, or

(

d) performing a policy-making function in respect of the issuer;

"funding portal" means

(

a) a registered dealer funding portal, or

(

b) a restricted dealer funding portal;

"issuer access agreement" means a written agreement entered into between an eligible

crowdfunding issuer and a funding portal in compliance with

section 26 [Issuer

access agreement];

"issuer group" means

(

a) an eligible crowdfunding issuer,

(

b) an affiliate of the eligible crowdfunding issuer, and

(

c) any other issuer

(

i) that is engaged in a common enterprise with the eligible

crowdfunding issuer or with an affiliate of the eligible

crowdfunding issuer, or

(ii) that is controlled, directly or indirectly, by the same person or

company or persons or companies that control, directly or

indirectly, the eligible crowdfunding issuer;

"permitted client" means a permitted client as defined in National Instrument 31-103

Registration Requirements, Exemptions and Ongoing Registrant Obligations;

"personal information form" means a completed Form 45-108F5 Personal

Information Form and Authorization to Collect, Use and Disclose Personal

Information;

"registered dealer funding portal" means a person or company that

(

a) is registered in the category of investment dealer or exempt market

dealer under National Instrument 31-103 Registration Requirements,

Exemptions and Ongoing Registrant Obligations, and

(

b) acts or proposes to act as an intermediary in a distribution of eligible

securities through an online platform in reliance on the crowdfunding

prospectus exemption;

"restricted dealer funding portal" means a person or company that

(

a) is registered in the category of restricted dealer under National

Instrument 31-103 Registration Requirements, Exemptions and Ongoing

Registrant Obligations,

registration to distribute securities under this Instrument,

(

c) acts or proposes to act as an intermediary in a distribution of eligible

securities through an online platform in reliance on the crowdfunding

prospectus exemption,

(

d) is not registered in any other registration category, and

(

e) in Alberta and Ontario, is not an affiliate of another registered dealer,

registered adviser, or registered investment fund manager;

"right of withdrawal" means the right referred to in

section 8 [Right of withdrawal] or

a comparable right described in securities legislation of the jurisdiction in which the

purchaser resides;

"risk acknowledgement form" means a completed Form 45-108F2 Risk

Acknowledgement;

"SEC issuer" means an SEC issuer as defined in National Instrument 52-107

Acceptable Accounting Principles and Auditing Standards;

"U.S. AICPA Financial Statement Review Standards" means the standards of the

American Institute of Certified Public Accountants for a review of financial

statements by a public accountant, as amended from time to time.

Terms defined or interpreted in other instruments

(1) Unless otherwise defined herein, in

Part 2 [Crowdfunding prospectus

exemption], each term has the meaning ascribed, or

interpretation given, to it in

National Instrument 45-106 Prospectus Exemptions.

(2) Unless otherwise defined herein, in

Part 3 [Requirements for funding portals],

each term has the meaning ascribed, or

interpretation given, to it in National

Instrument 31-103 Registration Requirements, Exemptions and Ongoing

Registrant Obligations.

Purchaser

3. References to a "client" in a provision of any instrument with which a funding

portal is required to comply under

Part 3 [Requirements for funding portals],

must be read as if the references are to a "purchaser".

Specifications - Qu‚bec

(1) In Qu‚bec, "trade" in this Instrument refers to any of the following activities:

(

a) the activities described in the definition of "dealer" in

section 5 of the

Securities Act (chapter V-1.1), including the following activities:

(

i) the sale or disposition of a security by onerous title, whether the

terms of payment be on margin, installment or otherwise, but does

not include a transfer or the giving in guarantee of securities in

connection with a debt or the purchase of a security, except as

provided in paragraph (b);

(ii) participation as a trader in any transaction in a security through

the facilities of an exchange or a quotation and trade reporting

system;

(iii) the receipt by a registrant of an order to buy or sell a security;

(

b) a transfer or the giving in guarantee of securities of an issuer from the

holdings of a control person in connection with a debt.

(2) In Qu‚bec, the crowdfunding offering document and materials that are made

available to purchasers by a reporting issuer in accordance with this Instrument

are documents authorized by the Autorit‚ des march‚s financiers for use in lieu

of a prospectus.

(3) In Qu‚bec, the crowdfunding offering document and materials that are made

available to purchasers in accordance with this Instrument must be drawn up in

PART 2

CROWDFUNDING PROSPECTUS EXEMPTION

Division 1: Distribution requirements

Crowdfunding prospectus exemption

(1) The prospectus requirement does not apply to a distribution by an eligible

crowdfunding issuer of an eligible security of its own issue to a person or

company that purchases the security as principal if all of the following apply:

(

a) the issuer offers the securities during the distribution period and the

distribution period ends no later than 90 days after the date the issuer

first offers its securities to purchasers;

(

b) the total proceeds raised by the issuer group in reliance on the

crowdfunding prospectus exemption does not exceed $1,500,000 within

the 12-month period ending on the last day of the distribution period;

(

c) in Alberta and Ontario, the acquisition cost of the securities acquired by

the purchaser

(

i) in the case of a purchaser that is not an accredited investor, does

not exceed

(A) $2,500 for the distribution, and

(B) $10,000 for all distributions in reliance on the

crowdfunding prospectus exemption in the same calendar

year,

(ii) in the case of a purchaser that is an accredited investor that is not

a permitted client, does not exceed

(A) $25,000 for the distribution, and

(B) $50,000 for all distributions in reliance on the

crowdfunding prospectus exemption in the same calendar

year, and

(iii) in the case of a purchaser that is a permitted client, is not limited;

(

d) except in Alberta and Ontario, the acquisition cost of the securities

acquired by the purchaser

(

i) in the case of a purchaser that is not an accredited investor, does

not exceed $2,500 for the distribution, and

(ii) in the case of a purchaser that is an accredited investor, does not

exceed $25,000 for the distribution;

(

e) the issuer distributes the securities through a single funding portal;

(

f) before the purchaser enters into an agreement to purchase the securities,

the issuer makes available to the purchaser, through the funding portal, a

crowdfunding offering document that is in compliance with

(

i) section 7 [Certificates] and

section 8 [Right of withdrawal], and

(ii)

section 9 [Liability for misrepresentation - reporting issuers] or

section 10 [Liability for untrue statement - non-reporting

issuers], as applicable.

(2) The crowdfunding prospectus exemption is not available if any of the

following apply:

(

a) the proceeds of the distribution are used by the issuer to invest in, merge

with or acquire an unspecified business;

(

b) the issuer is not a reporting issuer, and the issuer previously distributed

securities in reliance on the crowdfunding prospectus exemption and is

not in compliance with any of the following:

(

i) section 15 [Filing or delivery of distribution materials];

(ii)

section 16 [Annual financial statements];

(iii)

section 17 [Annual disclosure of use of proceeds];

(iv)

section 19 [Period of time for providing ongoing disclosure];

(

v) section 20 [Books and records];

(vi) in New Brunswick, Nova Scotia and Ontario,

section 18 [Notice

of specified key events];

(

c) the issuer is a reporting issuer and is not in compliance with its reporting

obligations under securities legislation, including under this Instrument;

(

d) the issuer has previously commenced a distribution under this

section

and that distribution has not closed, been withdrawn or otherwise

terminated.

Conditions for closing of the distribution

6. A distribution in reliance on the crowdfunding prospectus exemption must not

close unless

(

a) the right of withdrawal has expired,

(

b) the aggregate minimum proceeds have been raised through one or both

of the following:

(

i) the distribution;

(ii) any concurrent distributions by any member of the issuer group,

provided that the proceeds from those distributions are

unconditionally available to the eligible crowdfunding issuer at

the time of closing of the distribution,

(

c) the issuer has provided to the funding portal written confirmation of the

proceeds of the concurrent distributions referred to in subparagraph

(b)(ii), if any,

(

d) the issuer has received

(

i) the purchase agreement entered into between the issuer and the

purchaser,

(ii) a risk acknowledgement form for the purchaser where the

purchaser positively confirms having read and understood the risk

warnings and the information in the crowdfunding offering

document,

(iii) except in Alberta and Ontario, confirmation and validation that

the purchaser is an accredited investor if the acquisition cost is

greater than $2,500, and

(iv) in Alberta and Ontario, a confirmation of investment limits form

for the purchaser, and

(

e) the closing occurs within 30 days of the end of the distribution period.

Certificates

(1) A crowdfunding offering document made available under paragraph 5(1)(f)

[Crowdfunding prospectus exemption] must contain a certificate executed by

the issuer in accordance with the applicable provisions of Appendix A, which

(

a) if the issuer is a reporting issuer, states that "This crowdfunding offering

document does not contain a misrepresentation. Purchasers of securities

have a right of action in the case of a misrepresentation.", or

(

b) if the issuer is not a reporting issuer, states that "This crowdfunding

offering document does not contain an untrue statement of a material

fact. Purchasers of securities have a right of action in the case of an

untrue statement of a material fact."

(2) A certificate under subsection (1) must be true as at the date the certificate is

signed, the date the crowdfunding offering document is made available to

purchasers and the time of the closing of the distribution.

(3) If a certificate under subsection (1) ceases to be true after a crowdfunding

offering document is made available to a purchaser, the issuer must

(

a) amend the crowdfunding offering document and provide a newly dated

certificate executed by the issuer in accordance with the applicable

provisions of Appendix A, and

(

b) provide the amended crowdfunding offering document to the funding

portal for the purpose of making it available to purchasers.

Right of withdrawal

8. If the securities legislation of the jurisdiction in which a purchaser resides does

not provide a comparable right, the crowdfunding offering document made

available to the purchaser under paragraph 5(1)(f) [Crowdfunding prospectus

exemption] must provide the purchaser with a contractual right to withdraw

from any agreement to purchase the security by delivering a notice to the

funding portal within 48 hours after the date of the agreement to purchase and

any subsequent amendment to the crowdfunding offering document.

Liability for misrepresentation - reporting issuers

9. If the securities legislation of the jurisdiction in which a purchaser resides does

not provide a comparable right, the crowdfunding offering document of a

reporting issuer, made available to the purchaser under paragraph 5(1)(f)

[Crowdfunding prospectus exemption], must provide a contractual right of

action against the issuer for rescission and damages that

(

a) is available to the purchaser if the crowdfunding offering document or

other materials made available to the purchaser contain a

misrepresentation, without regard to whether the purchaser relied on the

misrepresentation,

(

b) is enforceable by the purchaser delivering a notice to the issuer

(

i) in the case of an action for rescission, within 180 days after the

date of purchase by the purchaser, or

(ii) in the case of an action for damages, before the earlier of

(A) 180 days after the purchaser first has knowledge of the

facts giving rise to the cause of action, or

(B) 3 years after the date of purchase,

(

c) is subject to the defence that the purchaser had knowledge of the

misrepresentation,

(

d) in the case of an action for damages, provides that the amount

recoverable

(

i) does not exceed the price at which the security was distributed,

and

(ii) does not include all or any part of the damages that the issuer

proves do not represent the depreciation in value of the security

resulting from the misrepresentation, and

(

e) is in addition to, and does not detract from, any other right of the

purchaser.

Liability for untrue statement - non-reporting issuers

10. The crowdfunding offering document of an issuer that is not a reporting issuer,

made available to a purchaser under paragraph 5(1)(f) [Crowdfunding

prospectus exemption], must provide a contractual right of action against the

issuer for rescission and damages that

(

a) is available to the purchaser if the crowdfunding offering document or

other materials made available to the purchaser contain an untrue

statement of a material fact, without regard to whether the purchaser

relied on the statement,

(

b) is enforceable by the purchaser delivering a notice to the issuer

(

i) in the case of an action for rescission, within 180 days after the

date of purchase by the purchaser, or

(ii) in the case of an action for damages, before the earlier of

(A) 180 days after the purchaser first has knowledge of the

facts giving rise to the cause of action, or

(B) 3 years after the date of purchase,

(

c) is subject to the defence that the purchaser had knowledge of the untrue

statement of a material fact,

(

d) in the case of an action for damages, provides that the amount

recoverable

(

i) does not exceed the price at which the security was distributed,

and

(ii) does not include all or any part of the damages that the issuer

proves do not represent the depreciation in value of the security

resulting from the untrue statement of a material fact, and

(

e) is in addition to, and does not detract from, any other right of the

purchaser.

Advertising and general solicitation

(1) An issuer must not, directly or indirectly, advertise a distribution, or solicit

purchasers, under the crowdfunding prospectus exemption.

(2) Despite subsection (1), the issuer may inform purchasers that it proposes to

distribute securities under the crowdfunding prospectus exemption and may

refer purchasers to the funding portal facilitating the distribution.

Additional distribution materials

(1) In addition to the crowdfunding offering document required to be made

available to a purchaser under paragraph 5(1)(f) [Crowdfunding prospectus

exemption], an issuer may make available to a purchaser only through the

funding portal the following materials:

(

a) a term sheet;

(

b) a video;

(

c) other materials summarizing the information in the crowdfunding

offering document.

(2) The materials referred to in subsection (1) must be consistent with the

information in the crowdfunding offering document.

(3) If an amended crowdfunding offering document is made available to

purchasers, all materials made available to purchasers under this

section must

be amended, if necessary, and made available to purchasers through the

funding portal.

Commissions or fees

13. No person or company in the issuer group or director or executive officer of an

issuer in the issuer group may, directly or indirectly, pay a commission, finder's

fee, referral fee or similar payment to any person or company in connection

with a distribution in reliance on the crowdfunding prospectus exemption,

other than to a funding portal.

Restriction on lending

14. No person or company in the issuer group or director or executive officer of an

issuer in the issuer group may, directly or indirectly, lend or finance, or arrange

lending or financing, for a purchaser to purchase securities of the issuer under

the crowdfunding prospectus exemption.

Filing or delivery of distribution materials

(1) An issuer must, no later than 10 days after the closing of the distribution, file

with the securities regulatory authority or regulator Form 45-106F1 Report of

Exempt Distribution.

(2) At the same time that the issuer files the form referred to in subsection (1), the

issuer must file a copy of the crowdfunding offering document and the

materials referred to in paragraphs 12(1)(

a) and (c) [Additional distribution

materials].

(3) Upon request, the issuer must deliver to the securities regulatory authority or

regulator any video referred to in paragraph 12(1)(b) [Additional distribution

materials].

Division 2: Ongoing disclosure requirements for non-reporting issuers

Annual financial statements

(1) An issuer that is not a reporting issuer that has distributed securities under the

crowdfunding prospectus exemption must deliver to the securities regulatory

authority or regulator and make reasonably available to each purchaser, within

120 days after the end of its most recently completed financial year, the

financial statements listed in paragraphs 4.1(1)(a), (b), (

c) and (e)

[Comparative annual financial statements and audit] of National Instrument

51-102 Continuous Disclosure Obligations.

(2) The financial statements referred to in subsection (1) must

(

a) be approved by management of the issuer and be accompanied by

(

i) a review report or auditor's report if the amount raised by the

issuer under one or more prospectus exemptions from the date of

the formation of the issuer until the end of its most recently

completed financial year, is $250,000 or more but is less than

$750,000, or

(ii) an auditor's report if the amount raised by the issuer under one or

more prospectus exemptions from the date of the formation of the

issuer until the end of its most recently completed financial year,

is $750,000 or more,

(

b) comply with paragraph 3.2(1)(a) [Acceptable accounting principles -

general requirements], subparagraph 3.2(1)(b)(i) [Acceptable

accounting principles - general requirements], and subsection 3.2(5)

[Acceptable accounting principles - general requirements] of National

Instrument 52-107 Acceptable Accounting Principles and Auditing

Standards, and

(

c) comply with

section 3.5 [Presentation and functional currencies] of

National Instrument 52-107 Acceptable Accounting Principles and

Auditing Standards.

(3) If the financial statements referred to in subsection (1) are accompanied by a

review report, the financial statements must be reviewed in accordance with

Canadian Financial Statement Review Standards and the review report must

(

a) not include a reservation or modification,

(

b) identify the financial periods that were subject to review,

(

c) be in the form specified by Canadian Financial Statement Review

Standards, and

(

d) refer to IFRS as the applicable financial reporting framework.

(4) If the financial statements referred to in subsection (1) are accompanied by an

auditor's report, the auditor's report must be

(

a) prepared in accordance with

section 3.3 [Acceptable auditing standards

- general requirements] of National Instrument 52-107 Acceptable

Accounting Principles and Auditing Standards, and

(

b) signed by an auditor that complies with

section 3.4 [Acceptable

auditors] of National Instrument 52-107 Acceptable Accounting

Principles and Auditing Standards.

(5) If the financial statements referred to in subsection (1) are those of an SEC

issuer,

(

a) the financial statements may be prepared in accordance with

section 3.7

[Acceptable accounting principles for SEC issuers] of National

Instrument 52-107 Acceptable Accounting Principles and Auditing

Standards,

(

b) the financial statements may be reviewed in accordance with U.S.

AICPA Financial Statement Review Standards and accompanied by a

review report prepared in accordance with U.S. AICPA Financial

Statement Review Standards that

(

i) does not include a modification or exception,

(ii) identifies the financial periods that were subject to review,

(iii) identifies the review standards used to conduct the review and the

accounting principles used to prepare the financial statements, and

(iv) refers to IFRS as the applicable financial reporting framework if

the financial statements comply with paragraph 3.2(1)(a)

[Acceptable accounting principles - general requirements] of

National Instrument 52-107 Acceptable Accounting Principles

and Auditing Standards, and

(

c) the financial statements may be audited in accordance with

section 3.8

[Acceptable auditing standards for SEC issuers] of National Instrument

52-107 Acceptable Accounting Principles and Auditing Standards.

(6) If the financial statements referred to in subsection (5) are accompanied by a

review report and the statements have been reviewed in accordance with

Canadian Financial Statement Review Standards, the review report must be in

compliance with paragraphs (3)(

a) to (

c) and must

(

a) refer to IFRS as the applicable financial reporting framework if the

financial statements comply with paragraph 3.2(1)(a) [Acceptable

accounting principles - general requirements] of National Instrument

52-107 Acceptable Accounting Principles and Auditing Standards, or

(

b) refer to U.S. GAAP as the applicable financial reporting framework if

the financial statements comply with

section 3.7 [Acceptable accounting

principles for SEC issuers] of National Instrument 52-107 Acceptable

Accounting Principles and Auditing Standards.

(7) For the purpose of subsection (3) and paragraph (5)(b), the review report must

be prepared and signed by a person or company authorized to sign a review

report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and

that meets the professional standards of that jurisdiction.

(8) If any of the financial statements referred to in subsection (1) are not

accompanied by an auditor's report or a review report prepared by a public

accountant, the statements must include the following statement; "These

financial statements were not audited or subject to a review by a public

accountant, as permitted by securities legislation where an issuer has not

raised more than a pre-defined amount under prospectus exemptions."

Annual disclosure of use of proceeds

(1) The financial statements of an issuer referred to in

section 16 [Annual financial

statements] and the financial statements required under

section 4.1

[Comparative annual financial statements and audit] of National Instrument

51-102 Continuous Disclosure Obligations must be accompanied by a notice

that details, as at the date of the issuer's most recently completed financial

year, the use of the gross proceeds received by the issuer from a distribution

made under the crowdfunding prospectus exemption.

(2) An issuer is not required to provide the notice referred to in subsection (1) if

(

a) the issuer has disclosed in one or more prior notices the use of the entire

gross proceeds from the distribution, or

(

b) the issuer is no longer required to deliver, and make available to

purchasers, annual financial statements.

Notice of specified key events

18. In New Brunswick, Nova Scotia and Ontario, an issuer that is not a reporting

issuer that distributes securities in reliance on the crowdfunding prospectus

exemption must make reasonably available to each holder of a security

acquired under the crowdfunding prospectus exemption, a notice in Form 45-

108F4 Notice of Specified Key Events of each of the following events within 10

days of their occurrence:

(

a) a discontinuation of the issuer's business;

(

b) a change in the issuer's industry;

(

c) a change of control of the issuer.

Period of time for providing ongoing disclosure

19. The obligations of an issuer that is not a reporting issuer under

section 16

[Annual financial statements] and, in New Brunswick, Nova Scotia and

Ontario, under

section 18 [Notice of specified key events] apply until the

earliest of the following events:

(

a) the issuer becomes a reporting issuer;

(

b) the issuer has completed a winding up or dissolution;

(

c) the securities of the issuer are beneficially owned, directly or indirectly,

by fewer than 51 security holders worldwide.

Books and records

20. An issuer that is not a reporting issuer that distributes securities under the

crowdfunding prospectus exemption must maintain the following books and

records relating to the distribution for 8 years following the closing of the

distribution:

(

a) the crowdfunding offering document and the materials referred to in

subsection 12(1) [Additional distribution materials];

(

b) the risk acknowledgement forms;

(

c) except in Alberta and Ontario, confirmation and validation that the

purchaser is an accredited investor if the acquisition cost is greater than

$2,500;

(

d) in Alberta and Ontario, the confirmation of investment limits forms;

(

e) the ongoing disclosure documents described in Division 2 [Ongoing

disclosure requirements for non-reporting issuers];

(

f) the aggregate number of securities issued under the crowdfunding

prospectus exemption, and the date of issuance and the price for each

security;

(

g) the names of all security holders of the issuer and the number and the

type of securities held by each security holder;

(

h) such other books and records as are necessary to record the business

activities of the issuer and to comply with this Instrument.

PART 3

REQUIREMENTS FOR FUNDING PORTALS

Division 1: Registration requirements, general

Restricted dealer funding portal

21. A restricted dealer funding portal and a registered individual of the restricted

dealer funding portal that distributes securities in reliance on the crowdfunding

prospectus exemption must comply with all of the following:

(

a) the requirements in this

section and in Division 2 [Registration

requirements, funding portals] and Division 3 [Additional requirements,

restricted dealer funding portal] of this Part;

(

b) the terms, conditions, restrictions and requirements applicable to a

registered dealer and to a registered individual, respectively, including

(

i) National Instrument 31-102 National Registration Database,

(ii) National Instrument 31-103 Registration Requirements,

Exemptions and Ongoing Registrant Obligations, except for the

following:

(

A) Division 2 of

Part 3 [Education and experience

requirements], except for subsection 3.4(2) [Proficiency -

initial and ongoing] and

section 3.9 [Exempt market dealer

- dealing representative];

(

B) section 6.2 [If IIROC approval is revoked or suspended];

(

C) section 6.3 [If MFDA approval is revoked or suspended];

(

D) Part 8 [Exemptions from the requirement to register];

(

E) Part 9 [Membership in a self-regulatory organization];

(

F) paragraphs 11.5(2)(i), and (j) [General requirements for

records];

(

G) paragraphs 13.2(2)(

c) and (

d) and subsection 13.2(6)

[Know your client];

(

H) section 13.3 [Suitability];

(

I) Division 3 of

Part 13 [Referral arrangements], if the

restricted dealer funding portal does not enter into a referral

arrangement permitted under subsection 40(2) [Restriction

on referral arrangements] of this Instrument;

(

J) section 13.13 [Disclosure when recommending the use of

borrowed money];

(

K) section 13.16 [Dispute resolution service];

(

L) paragraphs 14.2(2)(i), (j), (k), (m), and (n) [Relationship

disclosure information];

(

M) Division 5 of

Part 14 [Reporting to clients], except for

section 14.12 [Content and delivery of trade confirmation],

(iii) National Instrument 33-105 Underwriting Conflicts,

(iv) National Instrument 33-109 Registration Information, and

(

v) the requirement to pay fees under securities legislation;

(

c) the requirement to deal fairly, honestly and in good faith with

purchasers;

(

d) any other terms, conditions, restrictions or requirements imposed by a

securities regulatory authority or regulator on the restricted dealer

funding portal or on a registered individual of the restricted dealer

funding portal.

Registered dealer funding portal

22. A registered dealer funding portal and a registered individual of the registered

dealer funding portal that distributes securities in reliance on the crowdfunding

prospectus exemption must comply with all of the following:

(

a) the requirements in this

section and Division 2 [Registration

requirements, funding portals] of this Part;

(

b) the terms, conditions, restrictions or requirements applicable to its

registration category and to a registered individual, respectively, under

securities legislation.

Division 2: Registration requirements, funding portals

Restricted dealing activities

(1) A funding portal and a registered individual of the funding portal must not act

as intermediaries in connection with a distribution of or trade in securities of an

eligible crowdfunding issuer that is a related issuer of the funding portal.

(2) For the purposes of subsection (1), an issuer is not a related issuer where a

funding portal, an affiliate of the funding portal, or any officer, director,

significant shareholder, promoter or control person of the funding portal or of

any affiliate of the funding portal, has beneficial ownership of, or control or

direction over, issued and outstanding voting securities of the issuer, or

securities convertible into voting securities of the issuer that alone or together

constitute 10 percent or less of the outstanding voting securities of the issuer.

Advertising and general solicitation

(1) A funding portal must not, directly or indirectly, advertise a distribution or

solicit purchasers under the crowdfunding prospectus exemption.

(2) A funding portal may only make available to purchasers the crowdfunding

offering document and the materials under

section 12 [Additional distribution

materials].

(3) A funding portal must ensure that the information about an eligible

crowdfunding issuer and a distribution of eligible securities of the issuer is

presented or displayed on its online platform in a fair, balanced and reasonable

manner.

Access to funding portal

(1) Prior to allowing an eligible crowdfunding issuer to access the funding portal

for the purposes of posting a distribution, a funding portal must

(

a) enter into an issuer access agreement with the issuer,

(

b) obtain a personal information form from each director, executive officer

and promoter of the issuer, and

(

c) conduct or arrange for the following:

(

i) backgrounds checks on the issuer;

(ii) criminal record and background checks on each individual

referred to in paragraph (b).

(2) In respect of each individual who becomes a director, executive officer or

promoter of the issuer during the distribution period, the funding portal must

(

a) obtain a personal information form, and

(

b) conduct or arrange for criminal record and background checks to be

conducted.

Issuer access agreement

26. The issuer access agreement referred to in paragraph 25(1)(a) [Access to

funding portal] must include all of the following:

(

a) confirmation that the issuer will comply with the funding portal's

policies and procedures concerning information posted by issuers on the

funding portal's online platform;

(

b) confirmation that the information that the issuer provides to the funding

portal or posts on the funding portal's online platform will only contain

permitted materials that are reasonably supported, and will not contain a

promotional statement, a misrepresentation or an untrue statement of a

material fact or otherwise be misleading;

(

c) confirmation from each of the issuer and the funding portal that each is

responsible for compliance with applicable securities legislation,

including compliance with this Instrument;

(

d) a requirement that the funding portal must terminate any distribution and

report immediately to the securities regulatory authority or regulator if,

at any time during the distribution period, it appears to the funding portal

that the business of the issuer is not being, or may not be, conducted

with integrity;

(

e) in Alberta and Ontario, confirmation that the funding portal is the agent

of the issuer for the purposes of a distribution under the crowdfunding

prospectus exemption.

Obligation to review materials of eligible crowdfunding issuer

(1) A funding portal is required to review the crowdfunding offering document, the

materials referred to in subsection 12(1) [Additional distribution materials], the

personal information forms, the results of the criminal record and background

checks, and any other information about an issuer or a distribution made

available to the funding portal or of which the funding portal is aware.

(2) If it appears to the funding portal that, based upon its review of the information

and materials in subsection (1), the disclosure in the crowdfunding offering

document and other materials referred to in subsection 12(1) [Additional

distribution materials] is incorrect, incomplete or misleading, the funding

portal must require that the issuer correct, complete or clarify the incorrect,

incomplete or misleading disclosure prior to its posting on the funding portal's

online platform.

Denial of issuer access and termination

(1) The funding portal must not allow an issuer access to its online platform for the

purposes of a distribution under the crowdfunding prospectus exemption if

(

a) after reviewing the information about the issuer or the distribution made

available to the funding portal or of which the funding portal is aware,

the funding portal makes a good faith determination that

(

i) the business of the issuer may not be conducted with integrity

because of the past conduct of

(

A) the issuer, or

(

B) any of the issuer's directors, executive officers, or

promoters,

(ii) the issuer is not complying with one or more of its obligations

under this Instrument, or

(iii) the crowdfunding offering document or the materials referred to

in subsection 12(1) [Additional distribution materials] contain a

statement or information that constitutes a misrepresentation or an

untrue statement of a material fact and the issuer has not corrected

the statement or information as requested by the funding portal

under

section 27 [Obligation to review materials of eligible

crowdfunding issuer], or

(

b) the issuer or any of its directors, executive officers or promoters has pled

guilty to or has been found guilty of an offence related to or has entered

into a settlement agreement in a matter that involved fraud, or securities

violations.

(2) A funding portal must terminate a distribution if, at any time during the

distribution period, it appears to the funding portal that the business of the

issuer is not being, or may not be, conducted with integrity.

Return of funds

29. A funding portal must promptly return to the purchaser all funds or assets

received from a purchaser in connection with a distribution under the

crowdfunding prospectus exemption if any of the following apply:

(

a) the purchaser exercises its right of withdrawal;

(

b) the requirements set out in

section 6 [Conditions for closing of the

distribution] are not met;

(

c) the issuer withdraws the distribution;

(

d) the distribution is otherwise terminated.

Notifications

30. If an amended crowdfunding offering document has been made available to

purchasers under paragraph 7(3)(b) [Certificates], the funding portal must

notify each purchaser that entered into an agreement to purchase securities

prior to the amended crowdfunding offering document being made available

that an amended crowdfunding offering document and, if applicable, other

materials referred to in subsection 12(1) [Additional distribution materials]

have been made available on the funding portal's online platform.

Removal of distribution materials

31. A funding portal must remove a crowdfunding offering document and the

materials referred to in subsection 12(1) [Additional distribution materials] on

the earliest of the following:

(

a) the end of the distribution period;

(

b) the withdrawal of the distribution;

(

c) the date on which the funding portal becomes aware that the

crowdfunding offering document or the materials may contain a

statement or information that is false, deceptive, misleading or that may

constitute a misrepresentation or untrue statement of a material fact.

Monitoring purchaser communications

32. If a funding portal establishes an online communication channel through which

purchasers may communicate with one another and with the eligible

crowdfunding issuer about a distribution, the funding portal must monitor

postings and remove any statement by, or information from, the issuer that is

inconsistent with the crowdfunding offering document or is not in compliance

with this Instrument.

Online platform acknowledgement

33. Prior to allowing a person or company entry to its online platform, a funding

portal must require the person or company to acknowledge all of the following:

(

a) that a distribution posted on the funding portal's online platform

(

i) has not been reviewed or approved in any way by a securities

regulatory authority or regulator, and

(ii) is risky and may result in the loss of all or most of an investment;

(

b) that the person or company may receive limited ongoing information

about an issuer or an investment made through the funding portal;

(

c) that the person or company is entering an online platform operated by a

funding portal that

(

i) is registered in the category of restricted dealer subject to the

advice about the suitability of the purchase of the security, or

(ii) is registered in the category of investment dealer or exempt

market dealer, and is required to provide advice about the

suitability of the purchase of the security.

Purchaser requirements prior to purchase

34. Prior to a purchaser entering into an agreement to purchase securities under the

crowdfunding prospectus exemption, a funding portal must

(

a) obtain from the purchaser a risk acknowledgement form where the

purchaser positively confirms having read and understood the risk

warnings and the information in the crowdfunding offering document,

(

b) except in Alberta and Ontario, confirm and validate that the purchaser is

an accredited investor if the acquisition cost is greater than $2,500, and

(

c) in Alberta and Ontario, obtain from the purchaser, and validate, a

confirmation of investment limits form.

Required online platform disclosure

35. A funding portal must include on its online platform prominent disclosure of

all compensation, including fees, costs and other expenses that the funding

portal may charge to, or impose on, an eligible crowdfunding issuer or a

purchaser, and any such other disclosure that may be required under securities

legislation.

Delivery to the issuer

36. On or before the closing of a distribution, the funding portal must deliver to the

issuer the following:

(

a) the purchase agreement entered into between the issuer and the

purchaser;

(

b) a risk acknowledgement form from the purchaser where the purchaser

positively confirms having read and understood the risk warnings and

the information in the crowdfunding offering document;

(

c) except in Alberta and Ontario, confirmation and validation that the

purchaser is an accredited investor, if the acquisition cost is greater than

$2,500;

(

d) in Alberta and Ontario, a confirmation of investment limits form for the

purchaser.

Release of funds

37. A funding portal must not release the funds raised under the distribution to the

eligible crowdfunding issuer unless the requirements set out in

section 6

[Conditions for closing of the distribution] have been met.

Reporting requirements

(1) A funding portal must immediately notify the securities regulatory authority or

regulator in writing if, at any time during the distribution period, the funding

portal terminates a distribution pursuant to subsection 28(2) [Denial of issuer

access and termination].

(2) A funding portal must deliver to the securities regulatory authority or regulator,

in a format acceptable to the securities regulatory authority or regulator, within

30 days of the end of the second and fourth quarters of its financial year, a

report containing the following information for the immediately preceding two

quarters:

(

a) each distribution through the funding portal, including the name of the

issuer, the type of security, the amount of the distribution, the industry of

the issuer and the number of purchasers participating in the distribution;

(

b) the name and industry of each issuer denied access to the funding portal

and the reason for the denial;

(

c) the name and industry of each issuer

(

i) that was granted access to the funding portal but the distribution

did not close and the reason the distribution did not close, or

(ii) that was granted access to the funding portal but was

subsequently removed from the funding portal and the reason for

removal;

(

d) such other information as a securities regulatory authority or regulator

may reasonably request.

Division 3: Additional requirements, restricted dealer funding portal

Prohibition on providing recommendations or advice

39. A restricted dealer funding portal and a registered individual of the restricted

dealer funding portal must not, directly or indirectly, provide a

recommendation or advice to a purchaser

(

a) to purchase securities under the crowdfunding prospectus exemption or

in connection with any other trade in a security, or

(

b) to use borrowed money to finance any part of a purchase of securities

under the crowdfunding prospectus exemption or in connection with any

other trade in a security.

Restriction on referral arrangements

(1) A restricted dealer funding portal must not participate in a referral

arrangement.

(2) Despite subsection (1), a funding portal may compensate a third party for

referring an issuer to the funding portal.

Permitted dealing activities

41. A restricted dealer funding portal and a registered individual of the restricted

dealer funding portal may only act as intermediaries in connection with

(

a) a distribution of securities made in reliance on the crowdfunding

prospectus exemption,

(

b) except in Ontario, a distribution of securities made in reliance on a start-

up crowdfunding registration and prospectus exemptive relief order

granted by a securities regulatory authority or regulator, provided that

the restricted dealer funding portal and a registered individual of the

restricted dealer funding portal are in compliance with the terms,

conditions, restrictions and requirements in this Instrument, and

(

c) in Alberta, a distribution of securities made in reliance on Alberta

Securities Commission Rule 45-517 Prospectus Exemption for Start-up

Businesses, provided that the restricted dealer funding portal and a

registered individual of the restricted dealer funding portal are in

compliance with the terms, conditions, restrictions and requirements in

this Instrument.

Chief compliance officer

42. A restricted dealer funding portal must not designate an individual as its chief

compliance officer under

section 11.3 [Designating a chief compliance officer]

of National Instrument 31-103 Registration Requirements, Exemptions and

Ongoing Registrant Obligations unless the individual has

(

a) passed the Exempt Market Products Exam or the Canadian Securities

Course Exam,

(

b) passed the PDO Exam or the Chief Compliance Officers Qualifying

Exam, and

(

c) gained 12 months of experience and training that a reasonable person

would consider necessary to perform the functions of a chief compliance

officer for a restricted dealer funding portal.

Proficiency

(1) A restricted dealer funding portal must not permit an individual to perform an

activity in connection with a distribution under the crowdfunding prospectus

exemption unless the individual has the education, training and experience,

which may include appropriate registration, that a reasonable person would

consider necessary to perform the activity competently, including

understanding the structure, features and risks of the distribution.

(2) For the purposes of subsection (1), the obligation to understand the structure,

features and risks of the distribution does not include any obligation to assess

(

a) the merits or expected returns of the investment to purchasers, or

(

b) the commercial viability of the proposed business or distribution.

PART 4

EXEMPTION

Exemption

(1) Subject to subsection (2), the securities regulatory authority or regulator may

grant an exemption from this Instrument, in whole or in part, subject to such

conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant an exemption.

(3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is

granted under the statute referred to in Appendix B of National Instrument 14-

Definitions opposite the name of the local jurisdiction.

PART 5

COMING INTO FORCE

Effective date

45. This Instrument comes into force on October 31, 2016.

Appendix A

Signing Requirements for Certificate of a Crowdfunding Offering Document

(Section 7)

1. If the eligible crowdfunding issuer is a company, a certificate under paragraph

7(1)(b) [Certificates] of the Instrument complies with this

section if it is signed

(

a) by the issuer's chief executive officer and chief financial officer or, if the

issuer does not have a chief executive officer or chief financial officer,

an individual acting in that capacity,

(

b) on behalf of the directors of the issuer, by

(

i) any 2 directors who are authorized to sign, other than the persons

referred to in paragraph (a), or

(ii) all the directors of the issuer, and

(

c) by each promoter of the issuer.

2. If the eligible crowdfunding issuer is a trust, a certificate under paragraph

7(1)(b) [Certificates] of the Instrument complies with this

section if it is signed

(

a) the individuals who perform functions for the issuer similar to those

performed by the chief executive officer and the chief financial officer

of a company, and

(

b) each trustee and the manager of the issuer.

3. A certificate under paragraph 7(1)(b) [Certificates] of the Instrument complies

with this

section

(

a) if a trustee or manager signing the certificate is an individual, the

individual signs the certificate,

(

b) if a trustee or manager signing the certificate is a company, the

certificate is signed

(

i) by the chief executive officer and the chief financial officer of the

trustee or the manager, and

(ii) on behalf of the board of directors of the trustee or the manager, by

(

A) any two directors of the trustee or the manager, other than the

persons referred to in subparagraph (i), or

(

B) all of the directors of the trustee or the manager,

(

c) if a trustee or manager signing the certificate is a limited partnership, the

certificate is signed by each general partner of the limited partnership as

described in

section 5 in relation to an eligible crowdfunding issuer that

is a limited partnership, or

(

d) in any other case, the certificate is signed by any person with authority

to act on behalf of the trustee or the manager.

4. Despite sections 2 and 3, if the trustees of an eligible crowdfunding issuer, do

not perform functions for the issuer similar to those performed by the directors

of a company, the trustees are not required to sign the certificate of the issuer if

at least two individuals who perform functions for the issuer similar to those

performed by the directors of a company sign the certificate.

5. If the eligible crowdfunding issuer is a limited partnership, a certificate under

paragraph 7(1)(b) [Certificates] of the Instrument complies with this

section if

it is signed by

(

a) each individual who performs a function for the issuer similar to any of

those performed by the chief executive officer or the chief financial

officer of a company, and

(

b) each general partner of the issuer.

6. A certificate under paragraph 7(1)(b) [Certificates] of the Instrument complies

with this

section

(

a) if a general partner of the eligible crowdfunding issuer is an individual,

the individual signs the certificate,

(

b) if a general partner of the eligible crowdfunding issuer is a company, the

certificate is signed

(

i) by the chief executive officer and the chief financial officer of the

general partner, and

(ii) on behalf of the board of directors of the general partner, by

(

A) any two directors of the general partner, other than the

persons referred to in subparagraph (i), or

(

B) all of the directors of the general partner,

(

c) if a general partner of the eligible crowdfunding issuer is a limited

partnership, the certificate is signed by each general partner of the

limited partnership and, for greater certainty, this

section applies to each

general partner required to sign,

(

d) if a general partner of the eligible crowdfunding issuer is a trust, the

certificate is signed by the trustees of the general partner as described in

section 2 in relation to an issuer that is a trust, or

(

e) in any other case where there is a general partner of the eligible

crowdfunding issuer, the certificate is signed by any person with

authority to act on behalf of the general partner.

7. If an eligible crowdfunding issuer is not a company, trust or limited

partnership, a certificate under paragraph 7(1)(b) [Certificates] of the

Instrument complies with this

section if it is signed by the persons that, in

relation to the issuer, are in a similar position or perform a similar function to

any of the persons referred to in

section 1, 2, 3, 4, 5 or 6.

FORM 45-108F1

CROWDFUNDING OFFERING DOCUMENT

Instructions

This Form contains the disclosure items that an eligible crowdfunding issuer offering

securities under the crowdfunding prospectus exemption (the issuer) must include in

a crowdfunding offering document. If any disclosure item is not applicable, include

the relevant heading and state "Not applicable" under it.

Use plain language and focus on relevant information that would assist purchasers in

making an investment decision. Use tables, charts and other graphic methods of

presenting information if this will make the information easier to understand. The

information should be balanced and not promotional in nature. A longer document is

not necessarily a better document.

Do not disclose forward-looking information unless there is a reasonable basis for

the forward-looking information. If material forward-looking information is

disclosed, it must be accompanied by disclosure that identifies the forward-looking

information as such, and cautions that actual results may vary from the forward-

looking information. An example of forward-looking information would be an

estimate of the timeline to complete a project.

If this crowdfunding offering document is amended and restated, the document that is

made available to purchasers must be labelled as an amended and restated

crowdfunding offering document.

This crowdfunding offering document is divided into the following 11 items:

ITEM 1 - Warning to purchasers

ITEM 2 - Brief overview of the issuer

ITEM 3 - Brief overview of the issuer's business

ITEM 4 - What you need to know about the issuer's management

ITEM 5 - What you need to know about the distribution

ITEM 6 - What you need to know about the issuer

ITEM 7 - What you need to know about the funding portal

ITEM 8 - What you need to know about your rights

ITEM 9 - Other relevant information

ITEM 10 - Documents incorporated by reference in this crowdfunding offering document

ITEM 11 - Certificate

ITEM 1 - WARNING TO PURCHASERS

Include the following statement, in bold type:

"No securities regulatory authority or regulator has assessed, reviewed or

approved the merits of these securities or reviewed this crowdfunding

offering document. Any representation to the contrary is an offence. This is

a risky investment."

ITEM 2 - BRIEF OVERVIEW OF THE ISSUER

2.1 - Issuer information

Provide the following information in the table below:

Full legal name of issuer

Legal status (form of entity and date and

jurisdiction of organization)

Articles of incorporation, limited

partnership agreement or similar document,

and shareholder agreement, available at:

Head office address of issuer

Telephone

Fax

Website URL

Link(

s) to access video(

s) relating to this

offering

(see instruction 1 below)

Jurisdictions of Canada where the issuer is

a reporting issuer (see instruction 2 below)

Instructions:

1. A video may only be made available on the funding portal's online platform.

2. Disclose each jurisdiction of Canada where the issuer is a reporting issuer. If

the issuer is not a reporting issuer, disclose that fact.

2.2 - Issuer contact person

Provide the following information for a contact person at the issuer who is able to

answer questions from a purchaser or a securities regulatory authority or regulator:

Full legal name of the contact person

Position held at the issuer

Business address

Business telephone number

Business email address

ITEM 3 - BRIEF OVERVIEW OF THE ISSUER'S BUSINESS

Briefly explain, in a few lines, the issuer's business and why the issuer is raising

funds.

Include the following statement, in bold type:

"A more detailed description of the issuer's business is provided below."

ITEM 4 - WHAT YOU NEED TO KNOW ABOUT THE ISSUER'S

MANAGEMENT

Provide the required information in the following table for each executive officer,

director, promoter and control person of the issuer.

Instruction: An executive officer is an individual who is: (

a) a chair, vice-chair or

president; (

b) a chief executive officer or chief financial officer; (

c) a vice-president

in charge of a principal business unit, division or function including sales, finance or

production; or (

d) performing a policy-making function in respect of the issuer.

Full legal

name

City,

prov/state and

country of

residence

Position at

issuer

Principal

occupation for

the last five

years

Expertise,

education, and

experience

that is relevant

to the issuer's

business

Percentage of

time the

person

spends/will

spend on the

issuer's

business (if

less than full

time)

Number and

type of

securities of

the issuer

owned,

directly or

indirectly

Date securities

were

acquired and

price paid for

securities

% of the

issuer's issued

and

outstanding

securities as of

the date of this

crowdfunding

offering

document

State whether each person listed in item 4 or the issuer, as the case may be

(

a) has ever pled guilty to or been found guilty of:

(

i) a

summary conviction or indictable offence under the Criminal

Code (R.S.C., 1985, c. C-46) of Canada;

(ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign

jurisdiction;

(iii) a misdemeanour or felony under the criminal legislation of the

United States of America, or any state or territory therein;

(iv) an offence under the criminal legislation of any other foreign

jurisdiction,

(

b) is or has been the subject of an order (cease trade or otherwise),

judgment, decree, sanction, or administrative penalty imposed by a

government agency, administrative agency, self-regulatory organization,

civil court, or administrative court of Canada or a foreign jurisdiction in

the last ten years related to his or her involvement in any type of

business, securities, insurance or banking activity,

(

c) is or has been the subject of a bankruptcy or insolvency proceeding in

the last ten years, and/or

(

d) is an executive officer, director, promoter or control person of an issuer

that is or has been subject to a proceeding described in paragraphs (a),

(

b) or (

c) above.

ITEM 5 - WHAT YOU NEED TO KNOW ABOUT THE DISTRIBUTION

5.1 - Distribution information

Provide the following information in the table below:

Type of securities being distributed

Price per security

Description of any additional rewards or

benefits that are not securities (see

instruction 1 below)

Start of distribution period

End of distribution period

Date and description of amendment(

s) made to this crowdfunding offering

document, if any

Jurisdiction(

s) where securities are being

distributed

Expected proceeds of this distribution

(see instruction 2 below)

Minimum subscription per purchaser, if

applicable

Instructions:

1. Include the following statement, in bold type as a footnote to the table if the

issuer is offering any rewards or benefits:

"The disclosure of additional rewards and benefits that are not securities is for

information purposes only. A purchaser is cautioned that any rights applicable

to a purchaser as result of an offering of rewards or benefits that are not

securities are outside the jurisdiction of securities legislation."

2. The amount disclosed must be the same as the amount in Row A in the table

under Proceeds to be raised in item 5.2.

5.2 - Aggregate proceeds

Insert the relevant dollar amount and include the following statement, in bold type:

The issuer requires aggregate minimum proceeds of $_________ to accomplish

the business objectives described below.

Provide the following information in the tables below:

Proceeds to be raised

Expected proceeds of this distribution

Proceeds expected to be received from concurrent distributions,

if any, that will be unconditionally available to the issuer at the

time of closing of the distribution (see instruction 1 below)

Aggregate minimum proceeds C = (A+B) (see instruction 2

below)

Maximum amount the issuer wants to raise

Instructions:

1. The amount disclosed in Row B should reconcile to the information provided in

item 5.3.

2. The amount disclosed in Row C must be the same as the amount disclosed in

the statement at the beginning of this item.

Use of proceeds

Description of expenses

Assuming

aggregate

minimum

proceeds

Assuming

maximum amount

raised, if

applicable

Fees to be paid to funding portal (see

instructions 1 and 2 below)

Other expenses of this distribution (see

instruction 3 below)

Funds to accomplish business

objectives (see instruction 4)

Total (see instruction 5)

Instructions:

1 Describe the fees (e.g., commission, arranging fee or other fee) that the

funding portal is charging for its services. Describe each type of fee and the

estimated amount to be paid for each type. If a commission is being paid,

indicate the percentage that the commission will represent of the gross

proceeds of the distribution.

2. Disclose the estimated number and value of the issuer's securities to be issued,

if any, in consideration for all or a portion of the portal's fees.

3. State the nature of each expense (e.g. legal, accounting, audit) and the

estimated amount of the expense.

4. State the business objectives the issuer expects to accomplish using the

proceeds to be raised, assuming: (

i) the aggregate minimum proceeds are

raised; and (ii) if applicable, the maximum amount is raised. Describe each

business objective and state the estimated time period for the objective to be

accomplished and the costs related to accomplishing it. Each business

objective must be included in a separate row in the table.

5. The total dollar amount of the proceeds to be raised must be accounted for in

the table. The amount disclosed in Row D under the column Assuming

aggregate minimum proceeds must be the same as the amount in Row C in the

table under Proceeds to be raised in this item. The amount disclosed in Row D

under the column Assuming maximum amount raised, if applicable must be the

same as the amount in Row D in the table under Proceeds to be raised in this

item.

Business Acquisition

If any of the proceeds will be used by the issuer to acquire, invest in, or merge with a

business, disclose, for that business, the information required by items 3 and 6.3,

together with other relevant information.

5.3 - Concurrent distributions

If the proceeds of a concurrent distribution will be unconditionally available to the

issuer at the time of closing of the distribution, provide the following information for

each distribution by any member of the issuer group that is intended to be conducted,

at least in part, during the distribution period:

(

a) type of securities being distributed in concurrent distribution;

(

b) proposed size of concurrent distribution;

(

c) proposed closing date of concurrent distribution;

(

d) price and terms of securities to be distributed in concurrent distribution.

Instruction: If during the course of this distribution: (

i) there is any change in the

distribution being made by the issuer; (ii) there is any change in the amount of

proceeds proposed to be received by the issuer from a concurrent distribution being

made by a member of the issuer group, other than the issuer; or (iii) a new

distribution is commenced by any member of the issuer group where the proceeds of

the distribution will be unconditionally available to the issuer, this crowdfunding

offering document must be amended to reflect this development.

5.4 - Description of securities distributed and relevant rights

This security gives you the following rights (choose all that apply):

? Voting rights;

? Interest or dividends;

? Redemption rights;

? Rights on dissolution;

? Conversion rights: Each security is convertible into __________________;

? Other (describe) ____________________________.

Provide a description of any right to receive interest or dividends.

Other rights or obligations

State whether purchasers will have protections such as tag-along or pre-emptive

rights. If no such rights will be provided or are minimal in nature, explain:

(

a) the risks associated with being a minority security holder;

(

b) that the absence of such rights affects the value of the securities.

Any other restrictions or conditions

Provide a brief

summary of any other restrictions or conditions that attach to the

securities being distributed.

Dilution

Include the following statement:

"Your percentage of ownership in this issuer may be reduced significantly due

to a number of factors beyond your control, such as the rights and

characteristics of other securities already issued by the issuer, future issuances

of securities by the issuer, and potential changes to the capital structure and/or

control of the issuer."

5.5 - Other crowdfunding distributions

For any crowdfunding distribution in which the issuer or an executive officer,

director, promoter or control person of the issuer has been involved in the past five

years, provide the information below:

For crowdfunding distributions that were started but the issuer did not receive any

funds:

(

a) the full legal name of the issuer that made the distribution;

(

b) the date the distribution was discontinued.

For closed crowdfunding distributions:

(

a) the full legal name of the issuer that made the distribution;

(

b) the date that the distribution commenced and the date it closed;

(

c) the name and website address of the funding portal through which the

distribution was made;

(

d) the amount raised;

(

e) the intended use of proceeds stated in the relevant crowdfunding

offering document and the actual use of proceeds.

This information must be provided for each person that has been involved in a

crowdfunding distribution in the past five years, whether with the issuer, or with

another issuer.

ITEM 6 - WHAT YOU NEED TO KNOW ABOUT THE ISSUER

6.1 - Issuer's business

Indicate which statement(

s) best describe the issuer's operations (select all that

apply):

? has never conducted operations;

? is in the development stage;

? is currently conducting operations;

? has shown profit in the last financial year.

Briefly describe:

(

a) the nature of the issuer's product(

s) or service(s);

(

b) the industry in which the issuer operates;

(

c) the issuer's long term business objectives;

(

d) the issuer's assets and whether those assets are owned or leased.

6.2 - Related party relationships and transactions

For purposes of this item, a control person is a person or company that controls,

directly or indirectly, more than 20% of the issuer's voting securities prior to the

closing of this distribution.

Family relationships

Are there any family relationships between any executive officers,

directors, promoters or control persons?

If yes, describe the nature of each relationship.

Y N

? ?

Proceeds to be raised

Will the issuer use any of the proceeds to be raised to:

* acquire assets or services from an executive officer, director,

promoter or control person, or an associate of any of them?

Y N

? ?

* loan money to any executive officer, director, promoter or

control person, or an associate of any of them?

Y N

? ?

* reimburse any executive officer, director, promoter or control

person, or an associate of any of them, for assets previously

acquired, services previously rendered, monies previously

loaned or advanced, or for any other reason?

Y N

? ?

If the answer to any of the above is "yes", disclose the relationship between each

person and the issuer and the principal terms of each transaction. If assets were

acquired from a person, disclose the cost of the asset to the issuer and the method

used to determine this cost. Disclose for each person who has been involved in more

than one related party transaction, their relationship with the issuer and which of the

transactions they have been involved with.

6.3 - Principal risks facing the business

Disclose the risks facing the issuer's business that could result in a purchaser

losing the value of the purchaser's investment. Only those risks that are highly

significant to the business should be disclosed. The risks should be disclosed in

order of most to least significant.

In addition to disclosing the principal risks in this crowdfunding offering

document, reporting issuers may incorporate by reference the risk disclosure in

their continuous disclosure documents (for example, their annual information

form or management discussion & analysis).

Instruction: Explain the risks of investing in the issuer for the purchaser in a

meaningful way, avoiding overly general or "boilerplate" disclosure. Disclose

both the risk and the factual basis for it. Risks can relate to the issuer's business,

its industry, its clients, etc.

Litigation

Disclose any litigation or administrative action that has had or is likely to have a

material effect on the issuer's business. Include information not only about

present pending litigation or administrative actions, but also past concluded

litigation or administrative actions, and potential future claims of which the

issuer is aware. Disclose the name of the court, agency or tribunal where the

proceeding is pending, a description of the facts underlying the claim and the

relief sought, or any information known to the issuer about pending litigation or

administrative actions.

6.4 - Financial information

If the issuer is a non-reporting issuer, include the following statement, in bold type:

"The issuer's financial statements have not been provided to or reviewed

by a securities regulatory authority or regulator."

Fiscal year end

Month and Day: _______________________

See

Schedule A Crowdfunding Offering Document - Financial Statement

Requirements to determine which financial statements must be attached to this

crowdfunding offering document.

6.5 - Ongoing disclosure

Briefly describe how the issuer intends to communicate with purchasers.

Reporting issuer

If the issuer is a reporting issuer, state that the issuer is subject to reporting

obligations under securities legislation and explain how a purchaser can access the

issuer's continuous disclosure documents.

Non-reporting issuer

If the issuer is a non-reporting issuer:

(

a) state that the issuer has limited disclosure obligations under securities

legislation and that the issuer is required to provide only annual financial

statements and annual disclosure regarding use of proceeds;

(

b) state the nature and frequency of any other disclosure the issuer intends

to provide to purchasers;

(

c) explain how purchasers can access the disclosure documents referred to

in paragraphs (

a) and (b).

In New Brunswick, Nova Scotia and Ontario, a non-reporting issuer must make

available to each holder of a security acquired under the crowdfunding prospectus

exemption, within 10 days of their occurrence, a notice of each of the following

events:

(

a) a discontinuation of the issuer's business;

(

b) a change in the issuer's industry;

(

c) a change of control of the issuer.

6.6 - Capital structure

Disclose the following information:

other securities that are issued and outstanding as at the date of this

crowdfunding offering document and the amount(

s) that were paid for

the securities;

(

b) using the calculation outlined below, the percentage of the issuer's

outstanding securities that the securities being distributed will represent

on the closing of the distribution:

A = %

A + B

A - Number of securities being distributed under this distribution

B - Number of issued and outstanding securities as of the date of this

crowdfunding offering document

Instruction: If the issuer has more than one class of outstanding securities, the

calculation should be based only on the class of securities that is being

distributed. If the securities being distributed are non-convertible debt

securities, the calculation should be based on the face value of the debt

securities;

(

c) the total number of securities reserved or subject to issuance under

outstanding options, warrants or rights, the amount(

s) that were paid for

6.7 - Connected issuers

If the issuer is a connected issuer to a funding portal, include the disclosure

required by Appendix C to National Instrument 33-105 Underwriting Conflicts

(NI 33-105).

Instruction: The definition of "connected issuer" is provided in NI 33-105.

6.8 - Management compensation

Reporting issuer

If the issuer is a reporting issuer, incorporate by reference the disclosure provided for

purposes of item 3 of Form 51-102F6 Statement of Executive Compensation (Form

51-102F6) and other information disclosed in the issuer's Form 51-102F6 as needed.

Non-reporting issuer

If the issuer is a non-reporting issuer, provide the following information in the format

set out below for each director and the three most highly compensated executive

officers (or all executive officers if there are fewer than three):

Name of person and

position at issuer

Total compensation paid to

that person during the 12

month period preceding

commencement of this

distribution

Total compensation expected

to be paid to that person

during the 12 month period

following closing of this

distribution

Cash ($)

Other

Compensation

Cash ($)

Other

Compensation

Instruction: Describe any non-cash compensation and how it was valued.

6.9 - Mining issuer disclosure

If the issuer is a mining issuer, state that the issuer is subject to the requirements of

National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-

101).

Instruction: Note that NI 43-101 applies to all issuers, including non-reporting

issuers.

ITEM 7 - WHAT YOU NEED TO KNOW ABOUT THE FUNDING PORTAL

State that the issuer is using the services of a funding portal to offer its securities and

provide the contact information of the funding portal below:

Full legal name of the funding portal

Full website address of the funding portal

Business email address of the funding

portal

Full legal name of the Chief Compliance

Officer

Full legal name of the contact person

Business address

Business telephone number

Include the following statement:

"A purchaser can check if the funding portal is operated by a registered dealer

at the following website: www.aretheyregistered.ca"

ITEM 8 - WHAT YOU NEED TO KNOW ABOUT YOUR RIGHTS

Reporting issuer

If the issuer is a reporting issuer, state that a purchaser has the following contractual

rights in connection with the purchase of securities:

(

a) if the securities legislation of the jurisdiction in which the purchaser

resides does not provide a comparable right, a right of action for

damages or rescission if this crowdfunding offering document, or any

document or video made available to a purchaser in addition to this

crowdfunding offering document, contains a misrepresentation, and

(

b) if the securities legislation of the jurisdiction in which the purchaser

resides does not provide a comparable right, a right to withdraw from an

agreement to purchase securities distributed under this crowdfunding

offering document by delivering a notice to the funding portal within 48

hours after the date of subscription.

Non-reporting issuer

If the issuer is a non-reporting issuer, state that a purchaser has the following

contractual rights in connection with the purchase of securities:

(

a) a right of action for damages or rescission if this crowdfunding offering

document, or any document or video made available to a purchaser in

addition to this crowdfunding offering document, contains an untrue

statement of a material fact, and

(

b) if the securities legislation of the jurisdiction in which the purchaser

resides does not provide a comparable right, a right to withdraw from an

agreement to purchase securities distributed under this crowdfunding

offering document by delivering a notice to the funding portal within 48

hours after the date of subscription.

Disclose how a purchaser can find more information about these rights and how to

exercise them. The disclosure should include who a purchaser needs to contact, how a

purchaser can contact that person and the deadline for a purchaser to do so in order to

exercise their rights. The issuer may choose to include a link to the relevant portion of

the funding portal's website.

ITEM 9 - OTHER RELEVANT INFORMATION

State any other facts that would likely be important to a purchaser purchasing

securities under this crowdfunding offering document.

ITEM 10 - DOCUMENTS INCORPORATED BY REFERENCE IN THIS

CROWDFUNDING OFFERING DOCUMENT

If the issuer is a reporting issuer, include the following disclosure and provide the

required information in the table below:

Information has been incorporated by reference into this crowdfunding offering

document from documents listed in the table below, which have been filed with

the securities regulatory authorities or regulators in Canada. The documents

incorporated by reference are available for viewing on the SEDAR website at

www.sedar.com.

Documents listed in the table and information provided in those documents are

not incorporated by reference to the extent that their contents are modified or

superseded by a statement in this crowdfunding offering document or in any

other subsequently filed document that is also incorporated by reference in this

crowdfunding offering document.

Description of document (in the case of

material change reports, provide a brief

description of the nature of the material

change)

Date of document

ITEM 11 - CERTIFICATE

11.1 - Insert the date of this crowdfunding offering document and the date it was

made available to purchasers through the funding portal and include the following

statement, in bold type:

For reporting issuers:

"This crowdfunding offering document does not contain a

misrepresentation. Purchasers of securities have a right of action in the

case of a misrepresentation."

For non-reporting issuers:

"This crowdfunding offering document does not contain an untrue

statement of a material fact. Purchasers of securities have a right of action

in the case of an untrue statement of a material fact."

11.2 - For both reporting and non-reporting issuers, provide the signature, date of the

signature, name and position of each individual certifying this crowdfunding offering

document.

11.3 - If this crowdfunding offering document is signed electronically, include the

following statement for each individual certifying the document, in bold type:

"I acknowledge that I am signing this crowdfunding offering document

electronically and agree that this is the legal equivalent of my handwritten

signature. I will not at any time in the future claim that my electronic

signature is not legally binding."

Instruction: See Appendix A of Multilateral Instrument 45-108 Crowdfunding to

determine who is required to certify this crowdfunding offering document.

Securities regulatory authorities and regulators of the participating

jurisdictions:

Alberta

The Alberta Securities Commission

Suite 600, 250 - 5th Avenue SW

Calgary, Alberta T2P 0R4

Telephone: 403-297-6454

Fax: 403-297-6156

E-mail: inquiries@asc.ca

www.albertasecurities.com

Manitoba

The Manitoba Securities Commission

500 - 400 St Mary Avenue

Winnipeg, Manitoba R3C 4K5

Telephone: 204-945-2548

Toll free in Manitoba: 1-800-655-2548

Fax: 204-945-0330

E-mail: exemptions.msc@gov.mb.ca

www.msc.gov.mb.ca

New Brunswick

Financial and Consumer Services Commission

85 Charlotte Street, Suite 300

Saint John, New Brunswick E2L 2J2

Toll free: 1-866-933-2222

Fax: 506-658-3059

E-mail: info@fcnb.ca

www.fcnb.ca

Nova Scotia

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Halifax, Nova Scotia B3J 1P3

Telephone: 902-424-7768

Toll free in Nova Scotia: 1-855-424-2499

Fax: 902-424-4625

E-mail: nssc.crowdfunding@novascotia.ca

www.nssc.gov.ns.ca

Ontario

Ontario Securities Commission

20 Queen Street West, 22nd Floor

Toronto, Ontario M5H 3S8

Telephone: 416-593-8314

Toll-free (North America): 1-877-785-1555

Fax: 416-593-8122

E-mail: inquiries@osc.gov.on.ca

www.osc.gov.on.ca

Qu‚bec

Autorit‚ des march‚s financiers

Direction du financement des soci‚t‚s

800, rue du Square-Victoria, 22nd floor

P.O. Box 246, tour de la Bourse

Montr‚al, Qu‚bec H4Z 1G3

Telephone: 514-395-0337

Toll free in Qu‚bec: 1-877-525-0337

Fax: 514-873-3090

E-mail: financement-participatif@lautorite.qc.ca

www.lautorite.qc.ca

Schedule A

Crowdfunding Offering Document

Financial Statement Requirements

1. In this

schedule

"Canadian Financial Statement Review Standards" means standards for the review of

financial statements by a public accountant determined with reference to the

Handbook;

"SEC issuer" means an SEC issuer as defined in National Instrument 52-107

Acceptable Accounting Principles and Auditing Standards;

"U.S. AICPA Financial Statement Review Standards" means the standards of the

American Institute of Certified Public Accountants for a review of financial

statements by a public accountant, as amended from time to time.

Reporting issuer

2. If the issuer is a reporting issuer, attach as an appendix to this crowdfunding

offering document

(

a) the most recent annual financial statements the issuer has filed with the

securities regulatory authority or regulator, and

(

b) the most recent interim financial report the issuer has filed with the

securities regulatory authority or regulator for an interim period that is

subsequent to the financial year covered by the annual financial

statements referred to in paragraph (a).

Non-reporting issuer

3. If the issuer is not a reporting issuer

(

a) Attach as an appendix to this crowdfunding offering document the

financial statements listed in paragraphs 4.1(1)(a), (b), (

c) and (e)

[Comparative annual financial statements and audit] of National

Instrument 51-102 Continuous Disclosure Obligations.

(

b) Despite paragraph (a), if the issuer has not completed a financial year,

attach as an appendix to this crowdfunding offering document financial

statements that include

(

i) a statement of comprehensive income, a statement of changes in

equity, and a statement of cash flows for the period from the date

of the formation of the issuer to a date not more than 90 days

before the date of this crowdfunding offering document,

(ii) a statement of financial position as at the end of the period

referred to in subparagraph (i), and

(iii) notes to the financial statements.

(

c) The financial statements referred to in paragraphs (

a) and (b), and any

other financial statements that are attached as an appendix to this

crowdfunding offering document, must

(

i) be approved by management and be accompanied by

A. a review report or auditor's report if the amount raised by

the issuer under one or more prospectus exemptions from

the date of the formation of the issuer until 90 days before

the date of this crowdfunding offering document, is $250

000 or more but is less than $750 000, or

B. an auditor's report if the amount raised by the issuer under

one or more prospectus exemptions from the date of the

formation of the issuer until 90 days before the date of this

crowdfunding offering document, is $750 000 or more,

(ii) comply with paragraph 3.2(1)(a) [Acceptable accounting

principles - general requirements], subparagraph 3.2(1)(b)(i)

[Acceptable accounting principles - general requirements], and

subsection 3.2(5) [Acceptable accounting principles - general

requirements] of National Instrument 52-107 Acceptable

Accounting Principles and Auditing Standards, and

(iii) comply with

section 3.5 [Presentation and functional currencies]

of National Instrument 52-107 Acceptable Accounting Principles

and Auditing Standards.

(

d) If the financial statements referred to paragraphs (

a) and (b), or any other

financial statements that are attached as an appendix to this

crowdfunding offering document, are accompanied by a review report,

the financial statements must be reviewed in accordance with Canadian

Financial Statement Review Standards and the review report must

(

i) not include a reservation or modification,

(ii) identify the financial periods that were subject to review,

(iii) be in the form specified by Canadian Financial Statement Review

Standards, and

(iv) refer to IFRS as the applicable financial reporting framework.

(

e) If the financial statements referred to in paragraphs (

a) and (b), or any

other financial statements that are attached as an appendix to this

crowdfunding offering document, are accompanied by an auditor's

report, the auditor's report must be

(

i) prepared in accordance with

section 3.3 [Acceptable auditing

standards - general requirements] of National Instrument 52-107

Acceptable Accounting Principles and Auditing Standards, and

(ii) signed by an auditor that complies with

section 3.4 [Acceptable

auditors] of National Instrument 52-107 Acceptable Accounting

Principles and Auditing Standards.

(

f) If the financial statements referred to in paragraphs (

a) and (b), or any

other financial statements that are attached as an appendix to this

crowdfunding offering document, are those of an SEC issuer,

(

i) the statements may be prepared in accordance with

section 3.7

[Acceptable accounting principles for SEC issuers] of National

Instrument 52-107 Acceptable Accounting Principles and

Auditing Standards,

(ii) the financial statements may be reviewed in accordance with U.S.

AICPA Financial Statement Review Standards and accompanied

by a review report prepared in accordance with U.S. AICPA

Financial Statement Review Standards that

A. does not include a modification or exception,

B. identifies the financial periods that were subject to review,

C. identifies the review standards used to conduct the review

and the accounting principles used to prepare the financial

statements, and

D. refers to IFRS as the applicable financial reporting

framework if the financial statements comply with

paragraph 3.2(1)(a) [Acceptable accounting principles -

general requirements] of National Instrument 52-107

Acceptable Accounting Principles and Auditing Standards,

and

(iii) the financial statements may be audited in accordance with

section 3.8 [Acceptable auditing standards for SEC issuers] of

National Instrument 52-107 Acceptable Accounting Principles

and Auditing Standards.

(

g) If the financial statements referred to in paragraph (

f) are accompanied

by a review report and the statements have been reviewed in accordance

with Canadian Financial Statement Review Standards, the review report

must be in compliance with subparagraphs 3(d)(

i) to (iii) and must

(

i) refer to IFRS as the applicable financial reporting framework if

the financial statements comply with paragraph 3.2(1)(a)

[Acceptable accounting principles - general requirements] of

National Instrument 52-107 Acceptable Accounting Principles

and Auditing Standards, or

(ii) refer to U.S. GAAP as the applicable financial reporting

framework if the financial statements comply with

section 3.7

[Acceptable accounting principles for SEC issuers] of National

Instrument 52-107 Acceptable Accounting Principles and

Auditing Standards.

(

h) For the purpose of paragraph (

d) and subparagraph (f)(ii), the review

report must be prepared and signed by a person or company authorized

to sign a review report under the laws of a jurisdiction of Canada or a

foreign jurisdiction, and that meets the professional standards of that

jurisdiction.

(

i) If any of the financial statements referred to in paragraphs (

a) and (b), or

any other financial statements that are attached as an appendix to this

crowdfunding offering document, are not accompanied by an auditor's

report or a review report prepared by a public accountant, the statements

must include the following statement: "These financial statements were

not audited or subject to a review by a public accountant as permitted by

securities legislation where an issuer has not raised more than a pre-

defined amount under prospectus exemptions."

Instructions related to financial statement requirements and the disclosure of other

financial information

What constitutes an issuer's first financial year - The first financial year of an issuer

commences on the date of its incorporation or organization and ends at the close of

that financial year.

What would be presented in an issuer's financial statements if the issuer has not

completed a financial year - The financial statements would include the financial

statements listed in paragraphs 4.1(1)(a), (b), (

c) and (e) [Comparative annual

financial statements and audit] of National Instrument 51-102 Continuous Disclosure

Obligations for the period from the date of the formation of the issuer to a date not

more than 90 days before the date of this crowdfunding offering document. The

financial statements would not include a comparative period.

What financial years need to be audited or reviewed - If an issuer is required to have

an auditor's report or review report accompany its financial statements in

accordance with subparagraph 3(c)(

i) of this schedule, the financial statements for

the most recent period and the comparative period, if any, are both required to be

audited or are both required to be reviewed.

Statement required in annual financial statements that have not been audited or

reviewed - Paragraph 3(

i) of this

schedule requires that if an issuer's annual

financial statements are not accompanied by an auditor's report or a review report

prepared by a public accountant, the financial statements must include a statement

that discloses that fact. Consistent with the requirements set out in subparagraph

3(c)(

i) of this schedule, an issuer's annual financial statements are not required to be

audited or reviewed by a public accountant if the issuer has raised less than $250,000

under one or more prospectus exemptions from the date of the formation of the issuer

until 90 days before the date of this crowdfunding offering document.

What financial reporting framework is identified in the financial statements, and

any accompanying auditor's report or review report - If an issuer's financial

statements are prepared in accordance with Canadian GAAP for publicly

accountable enterprises and include an unreserved statement of compliance with

IFRS, the auditor's report or review report must refer to IFRS as the applicable

financial reporting framework.

There are two options for referring to the financial reporting framework in the

applicable financial statements and accompanying auditor's report or review report:

(

a) refer only to IFRS in the notes to the financial statements and in the

auditor's report or review report, or

(

b) refer to both IFRS and Canadian GAAP in the notes to the financial

statements and in the auditor's report or review report.

Non-GAAP financial measures - An issuer that intends to disclose non-GAAP

financial measures in its crowdfunding offering document should refer to CSA

guidance for a discussion of staff expectations concerning the use of these measures.

FORM 45-108F2

RISK ACKNOWLEDGEMENT

Instructions: This form must be completed by the purchaser before the purchaser

enters into an agreement to purchase securities under the exemption in Multilateral

Instrument 45-108 Crowdfunding.

Issuer name: i.e., ABC Company

Type of security offered: i.e., common share

WARNING!

BUYER BEWARE: This investment is risky.

Don't invest unless you can afford to lose all the money you pay for this

investment.

Yes

1. Risk acknowledgement

Risk of loss - Do you understand that this is a risky

investment and that you may lose all the money you pay for

this investment?

Liquidity risk - Do you understand that you may never be

able to sell this investment?

Lack of information - Do you understand that you may

receive little ongoing information about the issuer and/or this

investment?

No income - Do you understand that you may not earn any

income, such as dividends or interest, on this investment?

2. No approval and no advice

No approval - Do you understand that this investment has

not been reviewed or approved in any way by a securities

regulatory authority?

No advice - Do you understand that you will not receive

advice about whether this investment is suitable for you to

purchase? [Instructions: Delete if the funding portal is

operated by a registered investment dealer or exempt market

dealer.]

3. Limited legal rights

Limited legal rights - Do you understand that you will not

have the same rights as if you purchased under a prospectus

or through a stock exchange?

If you want to know more, you may need to seek professional

legal advice.

4. Purchaser's understanding of this investment

Investment risks - Have you read this form and do you

understand the risks of making this investment?

Offering document - Before you invest, you should read the

offering document carefully. The offering document contains

important information about this investment. If you have not

read the offering document or if you do not understand the

information in it, you should not invest.

Have you read and do you understand the information in the

offering document?

5. Purchaser's acknowledgement

First and last name:

Date:

Electronic signature: By clicking the 'I confirm' button, I acknowledge that I am

signing this form electronically and agree that this is the legal equivalent of my

handwritten signature. I will not at any time in the future claim that my electronic

signature is not legally binding. The date of my electronic signature is the same as

my acknowledgement.

6. Additional information

* You have 48 hours to cancel your purchase from the date of the agreement

to purchase the security and any amendment to the crowdfunding offering

document of the issuer, by sending a notice to the funding portal at:

[Instructions: Provide an email address or a fax number where purchasers can

send their notice. Describe any other way purchasers can cancel their

purchase.]

* To check if the funding portal is operated by a registered dealer, go to

www.aretheyregistered.ca

* If you want more information about your local securities regulatory

authority, go to www.securities-administrators.ca

FORM 45-108F3

CONFIRMATION OF INVESTMENT LIMITS

Instructions: This form must be completed by the purchaser before the purchaser

enters into an agreement to purchase securities under the exemption in Multilateral

Instrument 45-108 Crowdfunding (the crowdfunding exemption) in Alberta and

Ontario.

How you qualify to buy securities under the crowdfunding exemption:

Checkmark the statement under A, B or C that applies to you. You may checkmark

more than one statement. If you qualify under B or C, complete the confirmation of

investment limits in the relevant section.

A. Permitted Client

You are a permitted client because:

? You are an individual who beneficially owns financial assets, as defined in

section 1.1 of National Instrument 45-106 Prospectus Exemptions, having

an aggregate realizable value that, before taxes but net of any related

liabilities, exceeds $5 million.

? Other - you are a person or company that otherwise falls within the

definition of a permitted client in

section 1.1 of

Part 1 in National

Instrument 31-103 Registration Requirements, Exemptions and Ongoing

Registrant Obligations. Please specify the relevant category: ____.

B. Accredited Investor

You are an accredited investor because (check all that apply):

? Your net income before taxes was more than $200,000 in each of the 2 most

recent calendar years and you expect it to be more than $200,000 in this

calendar year. (You can find your net income before taxes on your personal

income tax return.)

? Your net income before taxes combined with your spouse's was more than

$300,000 in each of the 2 most recent calendar years and you expect your

combined net income before taxes to be more than $300,000 in the current

calendar year.

? Either alone or with your spouse, you own more than $1 million in cash and

securities, after subtracting any debt related to the cash and securities.

? Either alone or with your spouse, you have net assets worth more than $5

million. (Your net assets are your total assets (including real estate) minus

your total debt.)

? Other - you are a person or company that otherwise falls within the

definition of an accredited investor as defined in

section 1.1 of National

Instrument 45-106 Prospectus Exemptions and, in Ontario, in subsection

73.3(1) of the Securities Act, R.S.O. 1990 c. S.5. Please specify the relevant

category: ____.

Confirmation (if you are an accredited investor but not a permitted client)

? I confirm that, after taking into account my investment of $__________

today in this issuer:

-- I have not invested more than $25,000 in a single crowdfunding

investment, and

-- I have not invested more than $50,000 in all of the crowdfunding

investments I have made in this calendar year.

C. Retail Investor

You are a retail investor if none of the statements in the previous two sections apply

to you.

Confirmation (if you are a retail investor)

? I confirm that, after taking into account my investment of $__________

today in this issuer:

-- I have not invested more than $2,500 in a single crowdfunding

investment, and

-- I have not invested more than $10,000 in all of the crowdfunding

investments I have made in this calendar year.

Purchaser acknowledgement

First and last name:

Date:

Electronic signature: By clicking the 'I confirm' button, I acknowledge that I am

signing this form electronically and agree that this is the legal equivalent of my

handwritten signature. I will not at any time in the future claim that my electronic

signature is not legally binding. The date of my electronic signature is the same as

my acknowledgement.

Funding portal information

This

section must only be completed if an investor has received advice about this

investment from a funding portal registered in the category of an investment dealer or

an exempt market dealer.

First and last name of registered individual:

Telephone:

Email:

Name of firm:

Registration Category:

FORM 45-108F5

PERSONAL INFORMATION FORM AND

AUTHORIZATION TO COLLECT, USE AND DISCLOSE PERSONAL

INFORMATION

Instructions: This Personal Information Form and Authorization to Collect, Use and

Disclose Personal Information (the "Form") is to be completed by every director,

executive officer, and promoter of an eligible crowdfunding issuer relying on the

crowdfunding prospectus exemption as set out in Multilateral Instrument 45-108

Crowdfunding.

All Questions All questions must have a response. The response of "N/A"

or "Not Applicable" will not be accepted for any questions,

except Questions 1(B), 2(iii) and (

v) and 5.

Questions 6 to 10 Please place a checkmark (

V) in the appropriate space

provided. If your answer to any of questions 6 to 10 is

"YES", you must, in an attachment, provide complete details,

including the circumstances, relevant dates, names of the

parties involved and final disposition, if known. Any

attachment must be initialled by the person completing

this Form. Responses must consider all time periods.

If you have received a pardon or record suspension under the

Criminal Records Act (Canada) for an Offence that relates to

fraud (including any type of fraudulent activity),

misappropriation of money or other property, theft, forgery,

falsification of books or documents or similar Offences, you

must disclose the Offence(

s) for which you received a pardon

or record suspension in this Form. In such circumstances:

(

a) the appropriate written response would be "Yes, pardon

or record suspension granted on (date)"; and

(

b) you must provide complete details in an attachment to

this Form.

DEFINITIONS

"Offence" An offence includes:

(

a) a

summary conviction or indictable offence under the Criminal Code (Canada);

(

b) a quasi-criminal offence (for example under the Income Tax Act (Canada), the

Immigration and Refugee Protection Act (Canada) or the tax, immigration,

drugs, firearms, money laundering or securities legislation of any Canadian or

foreign jurisdiction);

(

c) a misdemeanour or felony under the criminal legislation of the United States of

America, or any state or territory therein; or

(

d) an offence under the criminal legislation of any other foreign jurisdiction;

"Proceedings" means:

(

a) a civil or criminal proceeding or inquiry which is currently before a court;

(

b) a proceeding before an arbitrator or umpire or a person or group of persons

authorized by law to make an inquiry and take evidence under oath in the

matter;

(

c) a proceeding before a tribunal in the exercise of a statutory power of decision

making where the tribunal is required by law to hold or afford the parties to the

proceeding an opportunity for a hearing before making a decision; or

(

d) a proceeding before a self-regulatory entity authorized by law to regulate the

operations and the standards of practice and business conduct of its members

(including where applicable, issuers listed on a stock exchange) and individuals

associated with those members and issuers, in which the self-regulatory entity

is required under its by-laws, rules or policies to hold or afford the parties the

opportunity to be heard before making a decision, but does not apply to a

proceeding in which one or more persons are required to make an investigation

and to make a report, with or without recommendations, if the report is for the

information or advice of the person to whom it is made and does not in any

way bind or limit that person in any decision the person may have the power to

make;

"securities regulatory authority" or "SRA" means a body created by statute in any

Canadian or foreign jurisdiction to administer securities law, regulation and policy

(e.g. securities commission), but does not include an exchange or other self-regulatory

entity;

"self-regulatory entity" or "SRE" means:

(

a) a stock, derivatives, commodities, futures or options exchange;

(

b) an association of investment, securities, mutual fund, commodities, or future

dealers;

(

c) an association of investment counsel or portfolio managers;

(

d) an association of other professionals (e.g. legal, accounting, engineering); and

(

e) any other group, institution or self-regulatory organization, recognized by a

securities regulatory authority, that is responsible for the enforcement of rules,

policies, disciplines or codes under any applicable legislation, or considered an

SRE in another country.

Identification of individual completing form

Last name(s):

First name(s):

Full middle name(s) (No

initials. If none, please

state):

Name(

s) most commonly known by:

Name of issuer:

Present or proposed

position(

s) with the

issuer (check (?) all

positions below that

are applicable)

(?)

If director / executive

officer disclose the date

elected / appointed

If executive

officer - provide

title

If other - provide

details

Director

Executive Officer

Promoter

Other than the name given in Question 1A

above, provide any legal names, assumed

names or nicknames under which you have

carried on business or have otherwise been

known, including information regarding any

name change(

s) resulting from marriage,

divorce, court order or any other process. Use

an attachment if necessary.

From

Gender

Date of birth

Place of birth

Male

City

Province/State

Country

Female

Marital Status:

Full name of spouse

(include common law):

Occupation of spouse:

Telephone and Facsimile Numbers and Email Address

Residential/ Cellular: ( )

Facsimile: ( )

Business: ( )

E-mail*:

*Provide an email address that the funding portal may use to contact you

regarding this form. Where the securities regulatory authority or regulator (as

defined in section1.1 of National Instrument 14-101

Definitions) has requested

the funding portal to provide it with this form, the securities regulator authority

or regulator may also use the email address to contact you. This email address

may be used to exchange personal information relating to you

Residential history

Provide all residential addresses for the past 10 YEARS starting with your

current principal residential address. If you are unable to recall the complete

residential address for a period, which is beyond 5 years from the date of

completion of this Form, the municipality and province or state and country

must be identified. The funding portal reserves the right to require the full

address.

Street address, city, province/state,

country & postal/zip code

From

Yes

Citizenship

(

i) Are you a Canadian citizen?

(ii) Are you a person lawfully in Canada as an

immigrant but are not yet a Canadian citizen?

(iii) If "Yes" to Question 2(ii), the number of years of continuous residence

in Canada:

(iv) Do you hold citizenship in any country other than

Canada?

(

v) If "Yes" to Question 2(iv), the name of the country(ies):

Employment history

Provide your complete employment history for the 5 YEARS immediately prior to

the date of this Form starting with your current employment. Use an attachment if

necessary. If you were unemployed during this period of time, state this and

identify the period of unemp