FORM 45‑110F3
FUNDING PORTAL INFORMATION
GENERAL INSTRUCTION:
If the funding portal is relying on the start-up crowdfunding registration exemption (section 3 of the Instrument), the funding portal must complete and deliver this form with any attachments and all corresponding Forms 45‑110F4 Portal Individual Information to the securities regulatory authority or regulator if the funding portal facilitates or intends to facilitate a crowdfunding distribution.
FUNDING PORTAL INFORMATION
1. Provide the following information regarding the funding portal:
(a) full legal name of the funding portal as it appears on the funding portal’s organizing documents;
(b) name that the funding portal will be operating under;
(c) website URL;
(d) telephone;
(e) email address;
(f) head office address;
(g) jurisdiction where the head office is located (check).
| ☐ Alberta |
☐ Newfoundland and Labrador |
☐ Ontario |
| ☐ British Columbia |
☐ Prince Edward Island |
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| ☐ Manitoba |
☐ Northwest Territories |
☐ Québec |
| ☐ New Brunswick |
☐ Nova Scotia |
☐ Saskatchewan |
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☐ Nunavut |
☐ Yukon |
2. Provide the following information regarding the contact person for the funding portal:
(a) full legal name (first name, middle name and last name);
(b) business address;
(c) business Telephone;
(d) email address.
3. Provide the following information regarding each founder, director, officer and control person of the funding portal. If necessary, use an attachment signed and dated by the authorized individual certifying this form.
(a) full legal name (first name, middle name and last name);
(b) position(s) held.
| ☐ Alberta |
☐ Newfoundland and Labrador |
☐ Ontario |
| ☐ British Columbia |
☐ Prince Edward Island |
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| ☐ Manitoba |
☐ Northwest Territories |
☐ Québec |
| ☐ New Brunswick |
☐ Nova Scotia |
☐ Saskatchewan |
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☐ Nunavut |
☐ Yukon |
5. Provide the date the funding portal expects to begin to facilitate crowdfunding distributions in the jurisdictions indicated under item 4.
6. If the funding portal is relying on National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions in any jurisdiction, provide the name(s) of the jurisdiction(s) and the date this Funding Portal Information form was delivered to the securities regulatory authority or regulator.
LEGAL STRUCTURE AND CONSTATING DOCUMENTS
7. Indicate the legal structure of the funding portal.
☐ Sole proprietorship
☐ Partnership
☐ Limited partnership (provide the name of the general partner)
☐ Corporation
☐ Other (specify)
8. Attach the funding portal’s organizing documents: for example, the funding portal’s articles and certificate of incorporation, any articles of amendments, partnership agreement or declaration of trust. If the funding portal is a sole proprietorship, provide a copy of the registration of the trade name. The attachment must be signed and dated by the authorized individual certifying this form.
9. Attach a chart showing the funding portal’s structure and ownership. Include disclosure for all parents, affiliates and subsidiaries. Include the name of each person or company, and the class, type, amount and voting percentage of ownership of the funding portal’s securities. The attachment must be signed and dated by the authorized individual certifying this form.
BUSINESS ACTIVITIES
10. Provide a description of following:
(a) the proposed business activities of the funding portal;
(b) the marketing strategy of the funding portal;
(c) the target issuers, including their sectors;
(d) the key risks you identify in operating your funding portal.
CRIMINAL DISCLOSURE
(a) a summary conviction or indictable offence under the Criminal Code,
(b) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,
(c) a misdemeanor 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?
Yes ☐ No ☐
If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and the final disposition, if a final disposition has been made.
Instruction: A quasi-criminal offence includes an offence 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 province or territory of Canada or foreign jurisdiction.
12. Are there any outstanding or stayed charges against the funding portal alleging a criminal offence that was committed?
Yes ☐ No ☐
If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made.
CIVIL DISCLOSURE
Yes ☐ No ☐
If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made.
Yes ☐ No ☐
If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made.
PROCESS AND PROCEDURE FOR HANDLING OF FUNDS
15. Provide all relevant details in an attachment that is signed and dated by the authorized individual certifying this form of the relevant documents on the process and procedure for handling all funds in relation to the crowdfunding distribution in a designated trust account at a Canadian financial institution, including the following:
(a) the name of the Canadian financial institution the funding portal will use with the designated trust account number;
(b) the names of the signatories on this account and their role with the funding portal;
(c) details of how the funds held in this account will be separate and apart from the funding portal’s own property;
(d) a copy of the trust agreement, or details surrounding the establishment of this account. If the funding portal does not have a trust agreement or an account, please explain;
(e) details regarding how funds will flow
(i) from purchasers to the funding portal’s account,
(ii) from the funding portal’s account to the issuer in the event that the crowdfunding distribution closes, and
(iii) from the funding portal’s account back to the purchasers in the event that the crowdfunding distribution does not close or the purchaser has exercised their right of withdrawal.
COLLECTION AND USE OF INFORMATION
The information required under this form is collected, used and disclosed by the securities regulatory authority or, where applicable, the regulator of the jurisdiction under the authority granted under securities legislation for the purposes of the administration and enforcement of the securities legislation.
By submitting this form, the funding portal
• acknowledges that the securities regulatory authority or regulator may collect personal information about the individuals referred to in this form or information about the funding portal,
• confirms that the individuals referred to in this form have been notified that their personal information is disclosed on this form, the legal reason for doing so, how it will be used and who to contact for more information, and
• consents to the posting on the website of the securities regulatory authority or regulator of:
(i) the name that the funding portal will be operating under;
(ii) the website address for the funding portal; and
(iii) the funding portal’s reliance on a dealer registration exemption.
If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in any jurisdiction in which this form is submitted. Contact information is listed at the end of this form.
CERTIFICATION
By signing this form, the funding portal
• undertakes to comply with all of the applicable conditions set out in National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions,
• certifies that its platform is complete, ready for viewing in a test environment and designed to comply with National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions,
• certifies that it has, or reasonably expects to have, sufficient financial resources to continue its operations for at least the next 6 months, and
• acknowledges that the securities regulatory authority or regulator of a jurisdiction in which this form is submitted may access the books and records relating to the carrying on of its activities and may conduct a compliance review.
On behalf of the funding portal, I certify that the statements made in this form, including any attachments, are true and complete.
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Signature of authorized individual: |
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Date: |
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| Print name of authorized individual: |
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| Position held: |
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| Telephone number: |
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| Email: |
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IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS FORM
| Contact information:
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