Canada
The materials contained in this webpage and the pages that follow are not, and under no circumstances are to be construed as, a prospectus, an advertisement or a public offering of securities in Canada. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the shares. No securities commission or similar regulatory authority in Canada reviewed or in any way passed upon this document or on the merits of the shares and any representation to the contrary is an offence. The distribution of the securities offered in Canada is being made only on a private placement basis exempt from the requirement that the Company prepare and file a prospectus with the applicable securities regulatory authorities. The Company is not a reporting issuer in any province or territory in Canada, its securities are not listed on any stock exchange in Canada and there is currently no public market for the securities offered in Canada. The Company currently has no intention of becoming a reporting issuer in Canada, filing a prospectus with any securities regulatory authority in Canada to qualify the resale of the securities offered to the public or listing its securities on any stock exchange in Canada.
As applicable, each Canadian investor who purchases the shares will be deemed to have represented to the Company and the Underwriters (as defined below) and to each dealer from whom a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if a prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”) (or section 3A.4 in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction), the offering is conducted pursuant to any exemption from the requirement that Canadian investors be provided with certain underwriter conflicts of interest disclosure that would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.
By clicking on the “I AGREE” button, persons in Canada seeking access to this webpage and the pages that follow represent and warrant to the Company that they are permitted to participate in the proposed offering under applicable Canadian securities laws on a prospectus and registration exempt basis, without the benefit of a prospectus, or similar document, qualified under such securities laws.