Unofficial Consolidated Versions

Decision Information

Decision Content

Note: [8 Mar 2023] - The following is a consolidation of Form 45-106F4. It incorporates the amendments to this document that came into effect on March 8, 2023. This consolidation is provided for your convenience and should not be relied on as authoritative.

FORM 45-106F4 Risk Acknowledgement

WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

1. Risks and other information The issuer must delete any rows required to be deleted The purchaser must initial each statement to confirm understanding

Risk of loss You could lose your entire investment of $ the total dollar amount of the investment.]

. [Instruction: Insert

Your Initials

No approval No securities regulatory authority or regulator has evaluated or approved the merits of these securities or the disclosure in the offering memorandum.

No registration The person selling you these securities is not registered with a securities regulatory authority or regulator and has no duty to tell you whether this investment is suitable for you. [Instruction: Delete if sold by registrant]

Liquidity risk You will not be able to sell these securities except in very limited circumstances. You may never be able to sell these securities. [Instruction: Delete if issuer is reporting]

Repurchase You have a right to require the issuer to repurchase the securities, but there are limitations on this right. [Instruction: Delete if inapplicable]

Four month hold You will not be able to sell these securities for 4 months. [Instruction: Delete if issuer is not reporting or if the purchaser is a Manitoba resident]

You are buying Exempt Market Securities They are called exempt market securities because the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections). Exempt market securities are more risky than other securities. You will not receive advice [Instruction: Delete if sold by registrant]

You will not get professional advice about whether the investment is suitable for you, but you can still seek that advice from a registered adviser or registered dealer. In Manitoba, Northwest Territories, Nunavut, Prince Edward Island and Yukon to qualify as an eligible investor, you may be required to obtain that advice.

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The securities you are buying are not listed [Instruction: Delete if securities are listed or quoted]

The securities you are buying are not listed on any stock exchange, and they may never be listed.

The issuer of your securities is a non-reporting issuer [Instruction: Delete if issuer is reporting] A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You may not receive ongoing information about this issuer.

For more information on the exempt market, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

Total investment You are investing $ [Instruction: total consideration] in total; this includes any amount you are obliged to pay in future. [Instruction: name of issuer] will pay $ [Instruction: amount of fee or commission] of this to [Instruction: name of person selling the securities] as a fee or commission.

Your name and signature By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. First and last name (print):

Signature: Date: [Instruction: Sign 2 copies of this document. Keep one copy for your records.]

2. Salesperson information Below information must be completed by the salesperson

[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer, a registrant or a person who is exempt from the registration requirement.] First and last name of salesperson (print):

Telephone: Name of firm:

Email:

3. Additional information The issuer must complete the required information in this section before giving the form to the purchaser

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You have 2 business days to cancel your purchase To do so, send a notice to [name of issuer] stating that you want to cancel your purchase. You must send the notice before midnight on the 2 nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to [name of issuer] at its business address. Keep a copy of the notice for your records.

Issuer Name and Address: Fax:

Email:

You will receive an offering memorandum Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights.

Schedule 1 Classification of Investors Under the Offering Memorandum Exemption

Instructions: This schedule must be completed together with the Risk Acknowledgement Form and Schedule 2 by individuals purchasing securities under the exemption (the offering memorandum exemption) in subsection 2.9(2.1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan.

How you qualify to buy securities under the offering memorandum exemption Initial the statement under A, B, C or D containing the criteria that applies to you. (You may initial more than one statement.) If you initial a statement under B or C, you are not required to complete A.

A. You are an eligible investor because: Your net income before taxes was more than $75,000 in each of the 2 most recent calendar years, and you expect it to be more than $75,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.)

E l i g i b l e I n v e s t o r

Your net income before taxes combined with your spouse’s was more than $125,000 in each of the 2 most recent calendar years, and you expect your combined net income to be more than $125,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.)

Your initials

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Either alone or with your spouse, you have net assets worth more than $400,000. (Your net assets are your total assets, including real estate, minus your total debt including any mortgage on your property.)

B. You are an eligible investor, as a person described in section 2.3 [Accredited investor] of NI 45-106 or, as applicable in Ontario, subsection 73.3 of the Securities Act (Ontario), because:

Your initials

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.)

C. You are an eligible investor, as a person described in section 2.5 [Family, friends Your and business associates] of NI 45-106, because: initials A c c r e d i t e d I n v e s t o r

F a m i l y , F r i e n d s a n d B u s i n e s s A s s o c i a t e s

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You are: 1) [check all applicable boxes] a director of the issuer or an affiliate of the issuer an executive officer of the issuer or an affiliate of the issuer a control person of the issuer or an affiliate of the issuer a founder of the issuer OR 2) [check all applicable boxes] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

You are a family member of ____________________________________ [Instruction: Insert the name of the person who is your relative either directly or through his or her spouse], who holds the following position at the issuer or an affiliate of the issuer: _______________________________.

You are the ____________________________of that person or that person’s spouse. [Instruction: To qualify for this investment, you must be (a) the spouse of the person listed above or (b) the parent, grandparent, brother, sister, child or grandchild of that person or that person’s spouse.]

You are a close personal friend of _______________________________ [Instruction: Insert the name of your close personal friend], who holds the following position at the issuer or an affiliate of the issuer: _______________________________.

You have known that person for _____ years.

You are a close business associate of ____________________________ [Instruction: Insert the name of your close business associate], who holds the following position at the issuer or an affiliate of the issuer: ____________________________.

You have known that person for _____ years.

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D. You are not an eligible investor. You acknowledge that you are not an eligible investor.

N o t a n E l i g i b l e

I n v e s t o r

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Schedule 2 Investment Limits for Investors Under the Offering Memorandum Exemption

Instructions: This schedule must be completed together with the Risk Acknowledgement Form and Schedule 1 by individuals purchasing securities under the exemption (the offering memorandum exemption) in subsection 2.9(2.1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan.

SECTION 1 TO BE COMPLETED BY THE PURCHASER 1. Investment limits you are subject to when purchasing securities under the offering memorandum exemption

You may be subject to annual investment limits that apply to all securities acquired under the offering memorandum exemption in a 12 month period, depending on the criteria under which you qualify as identified in Schedule 1. Initial the statement that applies to you.

A. You are an eligible investor. As an eligible investor that is an individual, you cannot invest more than $30,000 in all offering memorandum exemption investments made in the previous 12 months, unless you have received advice from a portfolio manager, investment dealer or exempt market dealer, as identified in section 2 of this schedule, that your investment is suitable.

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Initial one of the following statements: You confirm that, after taking into account your investment of $__________ today in this issuer, you have not exceeded your investment limit of $30,000 in all offering memorandum exemption investments made in the previous 12 months.

You confirm that you received advice from a portfolio manager, investment dealer or exempt market dealer, as identified in section 2 of this schedule that the following investment is suitable.

E l i g i b l e

I n v e s t o r

You confirm that, after taking into account your investment of $__________today in this issuer, you have not exceeded your investment limit in all offering memorandum exemption investments made in the previous 12 months of $100,000.

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B. You are an eligible investor, as a person described in section 2.3 [Accredited investor] of NI 45-106 or, as applicable in Ontario, subsection 73.3 of the Securities Act (Ontario).

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You acknowledge that, by qualifying as an eligible investor as a person described in section 2.3 [Accredited investor], you are not subject to investment limits.

C. You are an eligible investor, as a person described in section 2.5 [Family, friends Your and business associates] of NI 45-106. initials

You acknowledge that, by qualifying as an eligible investor as a person described in section 2.5 [Family, friends and business associates], you are not subject to investment limits.

D. You are not an eligible investor. You acknowledge that you cannot invest more than $10,000 in all offering memorandum exemption investments made in the previous 12 months.

Your initials

You confirm that, after taking into account your investment of $__________ today in this issuer, you have not exceeded your investment limit of $10,000 in all offering memorandum exemption investments made in the previous 12 months.

SECTION 2 TO BE COMPLETED BY THE REGISTRANT 2. Registrant information [Instruction: this section must only be completed if an investor has received advice from a portfolio manager, investment dealer or exempt market dealer concerning his or her investment.]

First and last name of registrant (please print): Registered as: [Instruction: indicate whether registered as a dealing representative or advising representative]

Telephone: Email: Name of firm: [Instruction: indicate whether registered as an exempt market dealer, investment dealer or portfolio manager.]

Date: N o t a n E li g ib le F a m i l y , F r i e n d s a n d B u s i n e s s A c c r e d it e d

I n v e s t o r I n v e s t o r

A s s o c i a t e s

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