Form 45-108F5 Personal Information Form and Authorization to

Annex A6
Form 45-108F5
Personal Information Form and
Authorization to Collect, Use and Disclose Personal Information
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 (√) 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 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 pardoned Offence in this Form.
In such
circumstances:
(a)
the appropriate written response would be “Yes, pardon 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 selfregulatory 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.
1.
Identification of individual completing form
A.
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
MM
DD
YY
If executive officer –
provide title
If other – provide
details
Director
Executive Officer
Promoter
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B.
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.
C.
Gender
Date of birth
Male
MM
DD
From
MM
To
YY
MM
YY
Place of birth
YYYY
City
Province/State
Country
Female
D.
Marital Status:
Full name of spouse (include
common law):
E.
Telephone and Facsimile Numbers and Email Address
Residential/ Cellular: (
Business: (
)
)
Occupation of spouse:
Facsimile: (
)
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.
F.
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
MM
To
YY
MM
YY
3
Yes
2.
3.
No
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 unemployment.
Employer name
Employer address
Position held
From
MM
4.
Involvement with issuers
A.
Are you or have you during the last 10 years ever been a director, officer,
promoter, insider or control person for any issuer?
To
YY
MM
YY
Yes
No
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B.
If “YES” to 4A above, provide the names of each issuer. State the position(s) held and the period(s)
during which you held the position(s). Use an attachment if necessary.
Name of issuer
Position(s) held
Market traded on
From
MM
C.
To
YY
MM
YY
Yes
No
While you were a director, officer or insider of an issuer, did any exchange or other
self-regulatory entity ever refuse approval for listing or quotation of the issuer,
including (i) a listing resulting from a business combination, reverse takeover or
similar transaction involving the issuer that is regulated by an SRE or SRA, (ii) a
backdoor listing or qualifying acquisition involving the issuer (as those terms are
defined in the TSX Company Manual as amended from time to time) or (iii) a
qualifying transaction, reverse takeover or change of business involving the issuer
(as those terms are defined in the TSX Venture Corporate Finance Manual as
amended from time to time)? If yes, attach full particulars.
5.
Educational history
A.
Professional designation(s)
Identify any professional designation held and professional associations to which you belong, for
example, Barrister & Solicitor, C.P.A., C.A., C.M.A., C.G.A., P.Eng., P.Geol., CFA, etc. and indicate
which organization and the date the designations were granted.
Professional Designation
and
Membership Number
Grantor of designation
and
Canadian or Foreign Jurisdiction
Date granted
MM
YY
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Describe the current status of any designation and/or association (e.g. active, retired, non-practicing,
suspended).
B.
Provide your post-secondary educational history starting with the most recent.
School
Location
Degree or diploma
Date obtained
MM
DD
Yes
6.
YY
No
Offences
If you answer “YES” to any item in Question 6, you must provide complete details in an attachment. If you
have received a pardon 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 pardoned Offence in this
Form.
A.
Have you ever, in any Canadian or foreign jurisdiction, pled guilty to or been
found guilty of an Offence?
B.
Are you the subject of any current charge, indictment or proceeding for an
Offence, in any Canadian or foreign jurisdiction?
C.
To the best of your knowledge, are you currently or have you ever been a director,
officer, promoter, insider, or control person of an issuer, in any Canadian or
foreign jurisdiction, at the time of events that resulted in the issuer:
(i)
pleading guilty to or being found guilty of an Offence?
(ii)
now being the subject of any charge, indictment or proceeding for an
alleged Offence?
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Yes
7.
No
Bankruptcy
If you answer “YES” to any item in Question 7, you must provide complete details in an attachment and attach
a copy of any discharge, release or other applicable document. You must answer “YES” or “NO” for EACH of
(A), (B) and (C) below.
A.
Have you, in any Canadian or foreign jurisdiction, within the past 10 years had a
petition in bankruptcy issued against you, made a voluntary assignment in
bankruptcy, made a proposal under any bankruptcy or insolvency legislation, been
subject to any proceeding, arrangement or compromise with creditors, or had a
receiver, receiver-manager or trustee appointed to manage your assets?
B.
Are you now an undischarged bankrupt?
C.
To the best of your knowledge, are you currently or have you ever been a director,
officer, promoter, insider, or control person of an issuer, in any Canadian or
foreign jurisdiction, at the time of events, or for a period of 12 months preceding
the time of events, where the issuer:
(i)
has made a petition in bankruptcy, a voluntary assignment in bankruptcy, a
proposal under any bankruptcy or insolvency legislation, been subject to
any proceeding, arrangement or compromise with creditors or had a
receiver, receiver-manager or trustee appointed to manage the issuer’s
assets?
(ii)
is now an undischarged bankrupt?
Yes
8.
No
Proceedings
If you answer “YES” to any item in Question 8, you must provide complete details in an attachment.
A.
Current proceedings by securities regulatory authority or self regulatory entity.
Are you now, in any Canadian or foreign jurisdiction, the subject of:
(i)
a notice of hearing or similar notice issued by an SRA or SRE?
(ii)
a proceeding of or, to your knowledge, an investigation by, an SRA or
SRE?
(iii)
settlement discussions or negotiations for settlement of any nature or kind
whatsoever with an SRA or SRE?
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B.
Prior proceedings by securities regulatory authority or self regulatory entity.
Have you ever:
C.
(i)
been reprimanded, suspended, fined, been the subject of an administrative
penalty, or been the subject of any proceedings of any kind whatsoever, in
any Canadian or foreign jurisdiction, by an SRA or SRE?
(ii)
had a registration or licence for the trading of securities, exchange or
commodity futures contracts, real estate, insurance or mutual fund
products cancelled, refused, restricted or suspended by an SRA or SRE?
(iii)
been prohibited or disqualified by an SRA or SRE under securities,
corporate or any other legislation from acting as a director or officer of a
reporting issuer or been prohibited or restricted by an SRA or SRE from
acting as a director, officer or employee of, or an agent or consultant to, a
reporting issuer?
(iv)
had a cease trading or similar order issued against you or an order issued
against you by an SRA or SRE that denied you the right to use any
statutory prospectus or registration exemption?
(v)
had any other proceeding of any kind taken against you by an SRA or
SRE?
Settlement agreement(s)
Have you ever entered into a settlement agreement with an SRA, SRE, attorney
general or comparable official or body, in any Canadian or foreign jurisdiction, in a
matter that involved actual or alleged fraud, theft, deceit, misrepresentation,
conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered
trading in securities or exchange or commodity futures contracts, illegal
distributions, failure to disclose material facts or changes or similar conduct, or any
other settlement agreement with respect to any other violation of securities
legislation in a Canadian or foreign jurisdiction or the rules, by-laws or policies of
any SRE?
D.
To the best of your knowledge, are you now or have you ever been a director, officer, promoter,
insider, or control person of an issuer at the time of such event, in any Canadian or foreign jurisdiction,
for which a securities regulatory authority or self-regulatory entity has:
(i)
refused, restricted, suspended or cancelled the registration or licensing of
an issuer to trade securities, exchange or commodity futures contracts, or
to sell or trade real estate, insurance or mutual fund products?
(ii)
issued a cease trade or similar order or imposed an administrative penalty
of any nature or kind whatsoever against the issuer, other than an order for
failure to file financial statements that was revoked within 30 days of its
issuance?
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(iii)
refused a receipt for a prospectus or other offering document, denied any
application for listing or quotation or any other similar application, or
issued an order that denied the issuer the right to use any statutory
prospectus or registration exemptions?
(iv)
issued a notice of hearing, notice as to a proceeding or similar notice
against the issuer?
(v)
commenced any other proceeding of any kind against the issuer, including
a trading halt, suspension or delisting of the issuer, in connection with an
alleged or actual contravention of an SRA’s or SRE’s rules, regulations,
policies or other requirements, but excluding halts imposed (i) in the
normal course for proper dissemination of information, or (ii) pursuant to a
business combination, reverse takeover or similar transaction involving the
issuer that is regulated by an SRE or SRA, including a qualifying
transaction, reverse takeover or change of business involving the issuer (as
those terms are defined in the TSX Venture Corporate Finance Manual as
amended from time to time)?
(vi)
entered into a settlement agreement with the issuer in a matter that
involved actual or alleged fraud, theft, deceit, misrepresentation,
conspiracy, breach of trust, breach of fiduciary duty, insider trading,
unregistered trading in securities or exchange or commodity futures
contracts, illegal distributions, failure to disclose material facts or changes
or similar conduct by the issuer, or any other violation of securities
legislation or the rules, by-laws or policies of an SRE?
Yes
9.
No
Civil proceedings
If you answer “YES” to any item in Question 9, you must provide complete details in an attachment.
A.
Judgment, garnishment and injunctions
Has a court in any Canadian or foreign jurisdiction:
(i)
rendered a judgment, ordered garnishment or issued an injunction or
similar ban (whether by consent or otherwise) against you in a claim based
in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy,
breach of trust, breach of fiduciary duty, insider trading, unregistered
trading, illegal distributions, failure to disclose material facts or changes,
or allegations of similar conduct?
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(ii)
B.
C.
rendered a judgment, ordered garnishment or issued an injunction or
similar ban (whether by consent or otherwise) against an issuer, of which
you are currently or have ever been a director, officer, promoter, insider or
control person in a claim based in whole or in part on fraud, theft, deceit,
misrepresentation, conspiracy, breach of trust, breach of fiduciary duty,
insider trading, unregistered trading, illegal distributions, failure to
disclose material facts or changes, or allegations of similar conduct?
Current claims
(i)
Are you now subject, in any Canadian or foreign jurisdiction, to a claim
that is based in whole or in part on actual or alleged fraud, theft, deceit,
misrepresentation, conspiracy, breach of trust, breach of fiduciary duty,
insider trading, unregistered trading, illegal distributions, failure to
disclose material facts or changes, or allegations of similar conduct?
(ii)
To the best of your knowledge, are you currently or have you ever been a
director, officer, promoter, insider or control person of an issuer that is
now subject, in any Canadian or foreign jurisdiction, to a claim that is
based in whole or in part on actual or alleged fraud, theft, deceit,
misrepresentation, conspiracy, breach of trust, breach of fiduciary duty,
insider trading, unregistered trading, illegal distributions, failure to
disclose material facts or changes, or allegations of similar conduct?
Settlement agreement
(i)
Have you ever entered into a settlement agreement, in any Canadian or
foreign jurisdiction, in a civil action that involved actual or alleged fraud,
theft, deceit, misrepresentation, conspiracy, breach of trust, breach of
fiduciary duty, insider trading, unregistered trading, illegal distributions,
failure to disclose material facts or changes, or allegations of similar
conduct?
(ii)
To the best of your knowledge, are you currently or have you ever been a
director, officer, promoter, insider or control person of an issuer that has
entered into a settlement agreement, in any Canadian or foreign
jurisdiction, in a civil action that involved actual or alleged fraud, theft,
deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary
duty, insider trading, unregistered trading, illegal distributions, failure to
disclose material facts or changes, or allegations of similar conduct?
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Yes
10.
Involvement with other entities
A.
Has your employment in a sales, investment or advisory capacity with any
employer engaged in the sale of real estate, insurance or mutual funds ever been
suspended or terminated for cause? If yes, attach full particulars.
B.
Has your employment with a firm or company registered under the securities laws
of any Canadian or foreign jurisdiction as a securities dealer, broker, investment
advisor or underwriter, ever been suspended or terminated for cause? If yes, attach
full particulars.
C.
Has your employment as an officer of an issuer ever been suspended or terminated
for cause? If yes, attach full particulars.
No
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CERTIFICATE AND CONSENT
I,
hereby certify that:
(Please Print – Name of Individual)
(a)
I have read and understand the questions, cautions, acknowledgement and consent in the personal
information form to which this certificate and consent is attached or of which this certificate and consent
forms a part (the “Form”), and the answers I have given to the questions in the Form and in any
attachments to it are correct, except where stated to be answered to the best of my knowledge, in which
case I believe the answers to be correct;
(b)
I have been provided with and have read and understand the Personal Information Collection Policy (the
“Personal Information Collection Policy”) attached hereto as Schedule 1;
(c)
I consent to the collection, use and disclosure by the funding portal of the information in the Form and to
the collection, use and disclosure by the funding portal of further personal information in accordance with
the Personal Information Collection Policy;
(d)
I understand that the funding portal may use a third party to conduct the criminal record and background
checks and I consent to the use and disclosure by the funding portal to the third party of the information in
the Form and to the collection, use and disclosure by the third party of the information in the Form and of
further personal information in order to provide these services to the funding portal;
(e)
I am aware that I am providing the Form to a funding portal, who upon request, will provide the Form and
all further personal information in accordance with the Personal Information Collection Policy to the
securities regulatory authorities or regulators (as defined in section 1.1 of National Instrument 14-101
Definitions) and consent to such disclosure to, and the collection, use and disclosure by, the securities
regulatory authorities or regulators and I understand that I am under the jurisdiction of the securities
regulatory authorities and the regulators to which this Form may be provided, and that it is a breach of
securities legislation to provide false or misleading information to the securities regulatory authorities and
the regulators.
Date
Signature of Person Completing this Form
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SCHEDULE 1
PERSONAL INFORMATION COLLECTION POLICY
The funding portal collects, uses and discloses personal information from every director, executive officer, and
promoter of an issuer relying on the crowdfunding prospectus exemption for the purpose of complying with its
obligations under Multilateral Instrument 45-108 Crowdfunding (“MI 45-108”), including conducting criminal
record and background checks; verifying the information provided in the Personal Information Form and
Authorization to Collect, Use and Disclose Personal Information (the “Personal Information Form”); reviewing
the crowdfunding offering document and other materials for incorrect, incomplete and misleading information;
identifying whether the issuer or any of its directors, executive officers, or promoters has been convicted of an
offence related to or has entered into a settlement agreement in a matter that involved fraud or securities law
violations; and making a good faith determination as to whether (i) the business of the issuer may not be conducted
with integrity; (ii) the issuer is not complying with one or more of its obligations under MI 45-108; and (iii) the
crowdfunding offering document and other materials contain a statement or information that constitutes a
misrepresentation or an untrue statement of a material fact.
You understand that by signing the certificate and consent in the Personal Information Form, you are consenting to
the funding portal collecting and using your personal information in the Personal Information Form, as well as any
other information that may be necessary for the purposes described above (the “Information”).
You also understand and agree that the Information the funding portal collects about you may also be disclosed, as
permitted by law, where its use and disclosure is for the purposes described above. The funding portal may use a
third party to conduct the criminal record and background checks and to process the Information, but when this
happens, the third party will be carefully selected and obligated to comply with the limited use restrictions
described above and with applicable privacy legislation. You understand that by signing the certificate and consent
in the Personal Information Form, you are consenting to the funding portal disclosing your Information to, and to
the collection, use and disclosure of your Information by, the third party service provider for the purposes of
providing these services to the funding portal.
You understand that the funding portal, upon request of the securities regulatory authorities or regulators (as
defined in section 1.1 of National Instrument 14-101 Definitions), is required to deliver the Information to the
securities regulatory authorities or regulators because the issuer has relied upon the crowdfunding prospectus
exemption. The securities regulatory authorities and the regulators collect, use and disclose the Information under
the authority granted to them under provincial securities legislation for the purpose of enabling the securities
regulatory authorities and regulators to administer and enforce provincial securities legislation. You understand
that by signing the certificate and consent in the Personal Information Form, you are consenting to disclosure of
your Information by the funding portal to the securities regulatory authorities and regulators upon their request.
You also understand that you have a right to be informed of the existence of personal information about you that is
kept by funding portals, securities regulatory authorities and regulators, that you have the right to request access to
that information, and that you have the right to request that such information be corrected, subject to the provisions
of the applicable privacy legislation.
Warning: It is an offence to submit information that, in a material respect and at the time and in the light of the
circumstances in which it is submitted, is misleading or untrue.
Questions: If you have any questions about the collection, use, and disclosure of the information you provide, you
may contact the funding portal at: [Instructions: Provide an address and telephone number where an individual
who has provided personal information can contact the funding portal.]
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