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Accredited Investor Criteria (as defined under the Canadian Securities Administrator’s National Instrument 45-106)
a) a Schedule I, II or III bank, loan corporation, trust company, trust corporation, insurance company or other Canadian financial institution as defined in NI 45-106 or, in Ontario, as described in Section 73.1(1) of the Securities Act (Ontario),
b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
d) a person registered under the securities legislation of a province or territory of Canada as an adviser or dealer,
e) an individual registered under the securities legislation of a province or territory of Canada as a representative of a person referred to in paragraph (d),
e.1) an individual formerly registered under the securities legislation of a province or territory of Canada, other than an individual formerly registered solely as a
representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
f) the Government of Canada or of a province or territory of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a province or territory of Canada,
g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a province or territory of Canada,
i) an individual who, either alone or with a spouse, beneficially owns financial assets (as defined below), having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds USD$1,000,000,
j) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds USD$5,000,000, an individual whose net income before taxes exceeded USD$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded USD$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
j.1) an individual who, either alone or with a spouse, has net assets (as defined below) of at least USD$5,000,000,
a person, other than an individual or investment fund, that has net assets (as defined below) of at least USD$5,000,000, as shown on its most recently prepared financial statements, and that was not formed for the sole purpose of making a representation to this effect in order to qualify as an accredited investor,
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,
a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors, a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, or a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse