Start-up Crowdfunding Registration and Prospectus Exemptions Form 5 - Start-up Crowdfunding – Report of Exempt Distribution GENERAL INSTRUCTIONS: (1) Filing Instructions An issuer relying on the start-up crowdfunding prospectus exemption is required to file a report of exempt distribution no later than the 30th day after the closing of the distribution as follows: • In all participating jurisdictions (except British Columbia) – file this form through the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR). Schedule 1 to Form 5 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator. • In British Columbia – use Form 45-106F1 Report of Exempt of Distribution and file through BCSC eServices at http://www.bcsc.bc.ca. The report of exempt distribution must be filed where the issuer has made a start-up crowdfunding distribution, as well as in the participating jurisdiction where the issuer’s head office is located. (2) References to a purchaser in this report are to the beneficial owner of the securities. (3) This form must be completed and certified by an authorized individual on behalf of the issuer. (4) For issuer information and for information relating to the filing of this form, please refer to the Start-up Crowdfunding Guide for Businesses available on the website of the securities regulatory authority or regulator of the participating jurisdictions. ISSUER INFORMATION 1. Full legal name: Former legal name (if the name has changed since last report): Head office address: Telephone: Fax: Website URL: 1
2. Full legal name of contact person: Business address: Telephone: Fax: E-mail: Position with issuer: 3. Indicate the industry of the issuer by checking the appropriate box: ☐ Bio-tech ☐ Hi-tech ☐ Oil and gas ☐ Financial Services ☐ Industrial ☐ Real estate ☐ Forestry ☐ Mining ☐ Utilities ☐ Other (describe): START-UP CROWDFUNDING DISTRIBUTION 4. Date the offering document was first made available to purchasers through the funding portal: Date of the closing of the distribution: 5. Type of eligible securities offered: 6. If the eligible securities offered are convertible, describe the type of underlying security, the terms of conversion and any expiry date: 7. Total number of eligible Price per eligible securities distributed: security ($): 8. Aggregate funds raised through this start-up distribution (Canadian $): 8.1 Have funds been raised through concurrent distributions using other prospectus exemptions that are unconditionally available to the issuer to satisfy the minimum amount disclosed in the start- up offering document? Yes ☐ No ☐ If yes indicate amount raised (Canadian$): 9. Total commission, fee and any other amount paid to the funding portal for this distribution ($): 2
10. Complete Schedule 1 to this form. 11. Complete the following table with respect to funds raised through this start-up distribution. Each participating jurisdiction Number of Aggregate funds raised from where purchasers of the purchasers purchasers in the securities reside participating jurisdiction (Canadian $) Total number of purchasers Aggregate funds raised from purchasers in all the participating jurisdictions (Canadian $) CERTIFICATE On behalf of the issuer, I certify that the statements made in this report are true and complete. Full legal name of issuer: Signature: Date: Print name: Position held: Telephone: E-mail: IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT 3
NOTICE - COLLECTION AND USE OF PERSONAL INFORMATION The personal information required under this report is collected on behalf of and used by the securities regulatory authorities or, where applicable, the regulators of the participating jurisdictions under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or, where applicable, the regulator in each of the participating jurisdictions where the report is filed, at the address(es) listed at the end of this report. 4
SCHEDULE 1 to FORM 5 – START-UP CROWDFUNDING – PURCHASER INFORMATION Schedule 1 to Form 5 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator. Provide the information for each purchaser who purchased eligible securities through the start-up crowdfunding distribution. Do not include any purchaser information where any other prospectus exemption was relied on. This information will not be placed on the public file of the securities regulatory authority or regulator of the participating jurisdictions. However, freedom of information legislation may require a securities regulatory authority or regulator of a participating jurisdiction to make this information available if requested. a) General information 1. Full Name of the Issuer 2. Date of certificate of report Provide the following information for each purchaser that participated in the start-up distribution. For each purchaser, create separate entries. b) Individual (Y or N) c) Legal name of purchaser 1. Last Name (or Legal Entity Name) 2. First name 3. Middle name d) Contact information of purchaser 1. Address Line 1 (Residential street address) 2. Address Line 2 (if needed) 3. Municipality 4. Province 5. Postal Code 6. Telephone Number 7. E-mail address e) Details of eligible securities purchased 1. Number of Eligible Securities Purchased 2. Total Purchase Price (Canadian $) 5
Questions: Refer any questions to the following participating jurisdictions: Saskatchewan Financial and Consumer Affairs Authority of Saskatchewan Securities Division Suite 601 – 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5645 Fax: 306-787-5842 E-mail: exemptions@gov.sk.ca www.fcaa.gov.sk.ca 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.mbsecurities.ca Québec Autorité des marchés financiers Direction du financement des sociétés 800, rue du Square-Victoria, 22nd floor P.O. Box 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514-395-0337 Toll free in Québec: 1-877-525-0337 Fax: 514 873-3090 E-mail: financement-participatif@lautorite.qc.ca www.lautorite.qc.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: emf-md@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 nssc.novascotia.ca 6
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.