GLOSSARY OF TERMS
“accredited investor” has the meaning ascribed to that term in NI 45-106 and, in Ontario, section 73.3(1) of the Securities Act (Ontario), and, without limiting the foregoing, for reference, includes an individual (i) who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds CDN$1,000,000, (ii) whose net income before taxes exceeded CDN$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, (iii) who, either alone or with a spouse, has net assets of at least CDN$5,000,000, and (iv) any person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer.
“Accredited Investor Exemption” means the exemption from the prospectus requirement available in all jurisdictions of Canada pursuant to section 2.3 of NI 45-106 and, in Ontario, section 73.3 of the Securities Act (Ontario), and, without limiting the foregoing, for reference, may include a distribution by an issuer to any person who is an accredited investor.
“adviser" means a person registered in one or more of the categories set out in section 7.2(1) of NI 31-103, which include the categories of portfolio manager and restricted portfolio manager.
“affiliate” - an issuer is an “affiliate” of another issuer if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same person.
“Alberta Securities Commission” refers to the securities regulatory authority for the Province of Alberta. Link to Alberta Securities Commission
“Applicable Canadian Securities Laws” means the securities legislation in the jurisdiction of the issuer and each jurisdiction of Canada in which securities are sold under an offering.
“associate” has the meaning ascribed to that term in securities legislation in the applicable jurisdiction of Canada and NI 45-106, as the context requires, and, without limiting the foregoing, for reference, generally means (a) an issuer of which the person beneficially owns or controls, directly or indirectly, voting securities entitling the person to more than 10% of the voting rights attached to outstanding voting securities of the issuer, (b) any partner of the person, (c) any trust or estate in which the person has a substantial beneficial interest or in respect of which the person serves as trustee or executor or in a similar capacity, or (d) in the case of an individual, a relative of that individual, including (i) a spouse of that individual, or (ii) a relative of that individual’s spouse if the relative has the same home as that individual.
“Autorité des marchés financiers” refers to the securities regulatory authority for the Province of Quebec. Link to Autorité des marchés financiers
“beneficial owner” generally refers to any person who, directly or indirectly, through a contract or other arrangement, has (or shares in) one or both of (a) the power to vote or direct someone else to vote a security or (b) the power to dispose of, or direct someone else to dispose of, a security, whether or not title to the security is registered in that person's name.
“beneficially” has the meaning ascribed to that term in securities legislation in the applicable jurisdiction of Canada and, without limiting the foregoing, for reference, generally, when used to describe an ownership interest, a person beneficially owns securities that are beneficially owned by (i) an issuer controlled by that person, or (ii) an affiliate of that person or an affiliate of an issuer controlled by that person.
“beneficially owned” generally refers to any person who, directly or indirectly, through a contract or other arrangement, has (or shares in) one or both of (a) the power to vote or direct someone else to vote a security or (b) the power to dispose of, or direct someone else to dispose of, a security, whether or not title to the security is registered in that person's name.
“British Columbia Securities Commission” refers to the securities regulatory authority for the Province of British Columbia. Link to British Columbia Securities Commission
“Canadian Securities Administrators” or “CSA” refers to the umbrella organization of Canada’s provincial and territorial securities regulators whose objective is to improve, coordinate and harmonize regulation of the Canadian capital markets. Link to Canadian Securities Administrators
“Canadian securities laws” refers to the securities legislation, regulations, policies and staff notices that regulate securities and reporting issuers in each of the 13 provinces and territories of Canada. Although each jurisdiction has its own securities legislation, these jurisdictions have come together to form the Canadian Securities Administrators and together enact National Instruments, Multilateral Instruments, National Policies and Multilateral Policies.
"close business associate" - in section 2.8 of Companion Policy 45-106CP, the Canadian securities regulatory authorities provide guidance for assessing whether the test for being a "close business associate" has been satisfied in order to rely on the Family, Friends and Business Associates Exemption.
"close personal friend" - in section 2.7 of Companion Policy 45-106CP, the Canadian securities regulatory authorities provide guidance for assessing whether the test for being a "close personal friend" has been satisfied in order to rely on the Family, Friends and Close Business Associates Exemption.
“Companion Policy 31-103CP” means Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, which is the companion policy to National Instrument 31-103 and provides guidance regarding the interpretation and application of that National Instrument. Link to Companion Policy 31-103CP
“Companion Policy 45-106CP” refers to Companion Policy 45-106CP Prospectus Exemptions, which is the companion policy to National Instrument 45-106 and provides guidance regarding the interpretation and application of that National Instrument. Link to Companion Policy 45-106CP
“consultant” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, includes a person, other than an employee, executive officer or director of the issuer or of a related entity of the issuer that (i) is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution, (ii) provides the services under a written contract with the issuer or a related entity of the issuer, and (iii) spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer and includes (iv) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner, and (v) for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer.
“control” has the meaning ascribed to that term in securities legislation in the applicable jurisdiction of Canada or in NI 45-106, as the context requires, and, without limiting the foregoing, for reference, when used for purposes of NI 45-106, generally, a person (first person) is considered to control another person (second person) if (i) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (ii) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (iii) the second person is a limited partnership and the general partner of the limited partnership is the first person.
“control person” has the meaning ascribed to that term in securities legislation in the applicable jurisdiction of Canada and, without limiting the foregoing, for reference, generally includes (i) a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or (ii) each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer.
“crowdfunding distribution” has the meaning ascribed to that term in section 1 of NI 45-110, being a distribution of a security by an issuer in accordance with subsection 5(1) of NI 45-110.
“CSA Staff Notice 45-308” means CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions (First Published April 26, 2012, revised June 25, 2015, April 7, 2016 and September 29, 2016), which is the notice of the CSA providing issuers, underwriters and their advisors guidance for preparing and filing Form 45-106F1. Link to CSA Staff Notice 45-308
“CUSIP” refers to the Committee on Uniform Securities Identification Procedures and is a nine-digit identifier assigned to securities of issuers in the U.S. and Canada.
“dealer” means a person registered in one or more of the categories set out in subsection 7.1(1) of NI 31-103, which include the categories of investment dealer, mutual fund dealer, scholarship plan dealer, exempt market dealer and restricted dealer.
“director” has the meaning ascribed to that term in securities legislation in the applicable jurisdiction of Canada and, without limiting the foregoing, for reference, generally includes (i) a member of the board of directors of a company or an individual who performs similar functions for a company, and (ii) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.
“distribution” typically refers to a trade in securities of an issuer that have not been previously issued.
“eligible security” has the meaning ascribed to that term in NI 45-110 and, without limiting the foregoing, for reference, includes a common share, a non-convertible preference share, and a security convertible into either of the foregoing.
“Employee, Executive Officer, Director and Consultant Exemption” means the exemption from the prospectus requirement available in all jurisdictions of Canada pursuant to section 2.24 of NI 45-106 and, without limiting the foregoing, for reference, may include a distribution by an issuer to an employee, an executive officer, a director and a consultant of the Issuer and a permitted assign of any of the foregoing person.
“executive officer” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, includes an individual who is (i) a chair, vice-chair or president, (ii) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or (iii) performing a policy-making function in respect of the issuer.
“exempt market dealer” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, means a person registered as a dealer in the category of exempt market dealer.
“exempt offering” refers to a distribution of securities in reliance on an exemption from the prospectus requirement under the applicable securities laws (also referred to as a private placement).
“Family, Friends and Business Associates Exemption” means the exemption from the prospectus requirement available in all jurisdictions of Canada pursuant to section 2.5 of NI 45-106 and, without limiting the foregoing, for reference, may include a distribution of a security by an issuer to a director, executive officer, control person and founder of an issuer and certain family, close personal friends and close business associates of such persons.
“Financial and Consumer Affairs, Saskatchewan” refers to the securities regulatory authority for the Province of Saskatchewan. Link to Financial and Consumer Affairs, Saskatchewan
“Financial and Consumer Services Commission (New Brunswick)” refers to the securities regulatory authority for the Province of New Brunswick. Link to Financial and Consumer Services Commission, New Brunswick
“financial assets” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, means (i) cash, (ii) securities, or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.
“financial statements” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, includes interim financial reports.
"Form 45-106F1" refers to Form 45-106F1 Report of Exempt Distribution, which is the form of report for use in all jurisdictions of Canada for reporting of exempt distributions as required by NI 45-106. Link to Form 45-106F1
“founder” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, includes a person who, (i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and (ii) at the time of the distribution or trade is actively involved in the business of the issuer.
“funding portal” or “internet-based portal” have the meaning ascribed to these terms in CSA Notice 45-308 and, without limiting the foregoing, for reference, generally refer to an intermediary that provides an online platform for issuers to offer and sell securities to investors and includes a person or company that facilitates or proposes to facilitate a crowdfunding distribution through a web-based or application-based platform.
“insider” has the meaning ascribed to that term in the Securities Act (British Columbia) or equivalent securities legislation in any other jurisdiction of Canada and, without limiting the foregoing, for reference, generally includes (i) a director or an officer of the issuer, (ii) a director or an officer of a person that is an insider or subsidiary of the issuer, (iii) a person that has beneficial ownership of, or control or direction over, directly or indirectly, or a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the issuer carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities.
“investment dealer” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, means a person registered as a dealer in the category of investment dealer.
“investment fund” has the meaning ascribed to that term in NI 81-106 and, without limiting the foregoing, for reference, means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an EVCC and a VCC (as defined under NI 81-106).
“investment fund manager” means a person registered in the category set out in section 7.3 of NI 31-103, being the category of investment fund manager.
“issuer” means a person who (i) has a security outstanding, (ii) is issuing a security, or (iii) proposes to issue a security.
“jurisdiction of Canada” means a province or territory of Canada.
“Manitoba Securities Commission “refers to the securities regulatory authority for the Province of Manitoba. Link to Manitoba Securities Commission
“Minimum Amount Investment Exemption” means the exemption from the prospectus requirement available in all jurisdictions of Canada pursuant to section 2.10 of NI 45-106 and, without limiting the foregoing, for reference, includes a distribution of a security by an issuer to a non-individual that purchases securities of the issuer that has an acquisition cost to the purchaser of a minimum of CDN$150,000 at the time of the distribution.
“Multilateral Instrument” refers to an instrument that has been adopted by one or more of the 13 CSA jurisdictions.
“Multilateral Policy” refers to a policy that has been adopted by one or more of the 13 CSA jurisdictions.
“mutual fund dealer” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, means a person registered as a dealer in the category of investment mutual fund dealer.
“National Instrument” refers to an instrument that has been adopted by all 13 CSA jurisdictions.
“National Instrument 14-101” or “NI 14-101” means National Instrument 14-101 Definitions, which is the Canadian National Instrument that provides specific definitions that apply to every National Instrument and Multilateral Instrument. Link to NI 14-101
“National Instrument 31-103” or “NI 31-103” means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, which is the Canadian National Instrument that governs the registration requirement, the exemptions therefrom and the obligations of registrants. Link to NI 31-103
“National Instrument 45-106” or “NI 45-106” means National Instrument 45-106 Prospectus Exemptions, which is the Canadian National Instrument that regulates certain common exemptions from the prospectus requirement. Link to NI 45-106
“National Instrument 45-110” or “NI 45-110” means National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions, which is the Canadian National Instrument that regulates the exemption from the prospectus requirement for crowdfunding distributions. Link to NI 45-110
“National Instrument 81-106” or “NI 81-106” means National Instrument 81-106 Investment Fund Continuous Disclosure, which is the Canadian National Instrument that regulates investment funds. Link to NI 81-106
“National Policy” refers to a policy that has been adopted by all 13 CSA jurisdictions.
“North American Industry Classification System” or “NAICS” is a comprehensive system encompassing all economic activities. It has a hierarchical structure. At the highest level, it divides the economy into 20 sectors. At lower levels, it further distinguishes the different economic activities in which businesses are engaged.
“Nova Scotia Securities Commission” refers to the securities regulatory authority for the Province of Nova Scotia. Link to Nova Scotia Securities Commission
“offering Document” or “Form 45-110F1” or “Form 45-110F1 Offering Document” refers to Form 45-110F1 Offering Document, which is the form of offering document for use in all Canadian jurisdictions for crowdfunding distributions as required by NI 45-110. Link to Form 45-110F1
“Form 45-110F2” or “Form 45-110F2 Risk Acknowledgment” refers to Form 45-110F1 Risk Acknowledgment, which is the form of risk acknowledgment for use in all Canadian jurisdictions for crowdfunding distributions as required by NI 45-110. Link to Form 45-110F2
“Office of the Superintendent of Securities for Nunavut” refers to the securities regulatory authority for Nunavut. Link to Office of the Superintendent of Securities for Nunavut
“Office of the Superintendent of Securities Government of Northwest Territories” refers to the securities regulatory authority for the Northwest Territories. Link to Office of the Superintendent of Securities Government of Northwest Territories
“Office of the Superintendent of Securities of Prince Edward Island” refers to the securities regulatory authority for the Province of Prince Edward Island. Link to Office of the Superintendent of Securities of Prince Edward Island
“Office of the Yukon Superintendent of Securities” refers to the securities regulatory authority for the Yukon. Link to Office of the Yukon Superintendent of Securities
“officer” has the meaning ascribed to that term in securities legislation in the applicable jurisdiction of Canada and, without limiting the foregoing, for reference, generally includes an individual who (i) is a chair or vice chair of the board of directors, or a chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, assistant secretary, treasurer, assistant treasurer or general manager, (ii) is designated as an officer under a bylaw or similar authority of the registrant or issuer, and (iii) performs functions similar to those normally performed by any of the foregoing individuals.
“Ontario Securities Commission” refers to the securities regulatory authority for the Province of Ontario. Link to Ontario Securities Commission
“permitted assign” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer, (i) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the person, (ii) a holding entity of the person, (iii) a RRSP, RRIF, or TFSA of the person, (iv) the spouse of the person, (v) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the spouse of the person, (vi) a holding entity of the spouse of the person, or (g) a RRSP, RRIF, or TFSA of the spouse of the person.
“person” has the meaning ascribed to that term in NI 14-101 and, without limiting the foregoing, for reference, includes (i) an individual, (ii) a corporation, (iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not.
“personal information” has the meaning ascribed to that term in applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (Canada), and, without limiting the foregoing, for reference, generally includes any information about an identifiable individual.
“portfolio manager” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, means a person registered as an advisor in the category of portfolio manager.
“private issuer” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, means an issuer (a) that is not a reporting issuer or an investment fund, (b) the securities of which, other than non-convertible debt securities, (i) are subject to restrictions on transfer that are contained in the issuer’s constating documents or security holders’ agreements, and (ii) are beneficially owned by not more than 50 persons, not including employees and former employees of the issuer or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the issuer in which case each beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner, and (c) that (i) has distributed its securities only to persons described in subsection (2) of section 2.4 of NI 45-106, or (ii) has completed a transaction and immediately following the completion of the transaction, its securities were beneficially owned only by persons described in subsection (2) of section 2.4 of NI 45-106 and since the completion of the transaction has distributed its securities only to persons described in subsection (2) of section 2.4 of NI 45-106. Subsection (2) of section 2.4 of NI 45-106 includes a distribution of a security by an issuer to a director, officer, employee, founder and control person of an issuer and certain family, close personal friends and close business associates of such person and to an accredited investor.
“Private Issuer Exemption” means the exemption from the prospectus requirement available in all jurisdictions of Canada pursuant to section 2.4 of NI 45-106 and, without limiting the foregoing, for reference, may include a distribution of a security by an issuer to a director, officer, employee, founder and control person of an issuer and certain family, close personal friends and close business associates of such persons and to an accredited investor.
“private placement” refers to an offering of securities by an issuer other than by of public offering pursuant to a prospectus (also referred to as an exempt offering).
“promoter” is defined differently in provincial and territorial securities legislation across CSA jurisdictions and, according to Companion Policy 45-106CP, it is generally defined as meaning a person who has taken the initiative in founding, organizing or substantially reorganizing the business of the issuer or who has received consideration over a prescribed amount for services or property or both in connection with founding, organizing or substantially reorganizing the issuer. “Promoter” has not been defined in the Securities Act (Québec) and a broad interpretation is taken in Québec in determining who would be considered a promoter.
“prospectus” refers to the offering document used by an issuer to market a public offering of securities and which is required to be delivered in connection with a distribution of securities, unless an exemption is available (i.e. the prospectus requirement).
“prospectus exemption” refers to an exemption from the prospectus requirement, including the Minimum Amount Investment Exemption; Accredited Investor Exemption; Family, Friends and Business Associates Exemption; Employee, Executive Officer, Director and Consultant Exemption; and Start-Up Crowdfunding Exemption.
“prospectus requirement” has the meaning ascribed to that term in NI 14-101 and, without limiting the foregoing, for reference, means the requirement in securities legislation that prohibits a person or company from distributing a security unless a preliminary prospectus and prospectus for the security have been filed and the regulator has issued receipts for them.
“registered firm” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, includes a registered dealer, a registered adviser, or a registered investment fund manager.
“registered individual” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, includes an individual who is registered (i) in a category that authorizes the individual to act as a dealer or an adviser on behalf of a registered firm, (ii) as ultimate designated person, or (iii) as chief compliance officer.
“registrant” means a person registered or required to be registered under the Securities Act (British Columbia) or equivalent securities legislation in any other jurisdiction of Canada, including a registered firm or a registered individual.
“registration exemption” refers to an exemption from the registration requirement and includes the exemption available to funding portals in subsection of 3(1) of NI 45-110.
“registration requirement” is defined in NI 14-101 and includes the requirement in securities legislation that prohibits a person or company from acting as a dealer unless that person or company is registered in the appropriate category of registration under securities legislation unless a registration exemption is available.
“regulator” has the meaning ascribed to that term in NI 14-101 and, without limiting the foregoing, for reference, includes the Executive Director of the British Columbia Securities Commission, and the person holding a similar position with the other securities commissions and similar regulatory authorities in Canada.
“related entity” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, includes a person that controls or is controlled by the issuer or that is controlled by the same person that controls the issuer.
“Report of Exempt Distribution” or “Form 45-106F1”or “Form 45-106F1 Report of Exempt Distribution” refers to Form 45-106F1 Report of Exempt Distribution, which is the form of report for use in all Canadian jurisdictions for reporting of exempt distributions as required by NI 45-106. Link to Form 45-106F1
“reporting issuer” has the meaning ascribed to that term in securities legislation and, without limiting the foregoing, for reference, generally refers to a person or company who has outstanding securities, has issued securities, or proposes to issue a security and has filed a prospectus for which a receipt has been issued under a securities act or who has been designated as a reporting issuer by a securities regulatory authority.
“restricted dealer” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, means a person registered as a dealer in the category of restricted dealer.
“restricted portfolio manager” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, means a person registered as an advisor in the category of portfolio manager.
“RRIF” refers to a Registered Retirement Income Fund.
“RRSP” refers to Registered Retirement Savings Plan.
“scholarship plan dealer” has the meaning ascribed to that term in NI 31-103 and, without limiting the foregoing, for reference, means a person registered as a dealer in the category of scholarship plan dealer.
“securities act” refers to the securities act (or equivalent legislation) in each of the provinces and territories of Canada, namely: the Securities Act (British Columbia), the Securities Act (Alberta), Securities Act (Saskatchewan), Securities Act (Manitoba), Securities Act (Ontario), Securities Act (Quebec), Securities Act (New Brunswick), Securities Act (Nova Scotia), Securities Act (Newfoundland and Labrador), Securities Act (Prince Edward Island), Securities Act (Northwest Territories), Securities Act (Nunavut), and Securities Act (Yukon).
“Securities Act (Alberta)” means the Securities Act (Alberta), R.S.A. 2000, c. S-4. Link to Securities Act (Alberta)
“Securities Act (British Columbia)” means the Securities Act (British Columbia), R.S.B.C. 1996, c. 418. Link to Securities Act (British Columbia)
“Securities Act (Manitoba)” means the Securities Act (Manitoba), C.C.S.M. c. S50. Link to Securities Act (Manitoba)
“Securities Act (New Brunswick)” means the Securities Act (New Brunswick), S.N.B. 2004, c. S-5.5. Link to Securities Act (New Brunswick)
“Securities Act (Newfoundland and Labrador)” means the Securities Act (Newfoundland and Labrador), R.S.N.L. 1990, c. S-13. Link to Securities Act (Newfoundland and Labrador)
“Securities Act (Northwest Territories)” means the Securities Act (Northwest Territories), S.N.W.T. 2008, c. 10. Link to Securities Act (Northwest Territories)
“Securities Act (Nova Scotia)” means the Securities Act (Nova Scotia), R.S.N.S. 1989, c. 418. Link to Securities Act (Nova Scotia)
“Securities Act (Nunavut)” means the Securities Act (Nunavut), S.Nu. 2008, c. 12. Link to Securities Act (Nunavut)
“Securities Act (Ontario)” means the Securities Act (Ontario), R.S.O. 1990, c. S.5. Link to Securities Act (Ontario)
“Securities Act (Prince Edward Island)” means the Securities Act (Prince Edward Island), R.S.P.E.I. 1988, c. S-3.1. Link to Securities Act (Prince Edward Island)
“Securities Act (Québec)” means the Securities Act (Québec), R.S.Q. c. V-1.1. Link to Securities Act (Québec)
“Securities Act (Saskatchewan)” means the Securities Act, 1988 (Saskatchewan), S.S. 1988-89, c. S-42.2. Link to Securities Act (Saskatchewan)
“Securities Act (Yukon)” means the Securities Act (Yukon), SY 2007, c.16. Link to Securities Act (Yukon)
“Securities Commission of Newfoundland and Labrador” refers to the securities regulatory authority for the Province of Newfoundland and Labrador. Link to Securities Commission of Newfoundland and Labrador
“securities legislation” has the meaning ascribed to that term in NI 14-101 and, without limiting the foregoing, for reference, includes the Securities Act (British Columbia) and the regulations, rules and forms under that Act and the blanket rulings and orders issued by the British Columbia Securities Commission and the equivalent statutes and instruments in every jurisdiction of Canada.
“securities regulatory authority” has the meaning ascribed to that term in NI 14-101 and, without limiting the foregoing, means the securities commission or similar regulatory authorities in each jurisdiction of Canada namely: the British Columbia Securities Commission, Alberta Securities Commission, Financial and Consumer Affairs, Saskatchewan, Manitoba Securities Commission, Ontario Securities Commission, Autorité des marchés financiers, Financial and Consumer Services Commission (New Brunswick), Nova Scotia Securities Commission, Securities Commission of Newfoundland and Labrador, Office of the Superintendent of Securities of Prince Edward Island, Office of the Superintendent of Securities Government of Northwest Territories, Office of the Superintendent of Securities for Nunavut, and Office of the Yukon Superintendent of Securities.
“security” has the meaning ascribed to that term in Applicable Canadian Securities Laws and, without limiting the foregoing, for reference, includes any instrument that represents ownership, such as a share or other right to ownership, including a stock option or share purchase warrant.
“SEDAR” refers to the System for Electronic Document Analysis and Retrieval, which is an electronic filing system developed for the Canadian Securities Administrators to (a) facilitate the electronic filing of securities information as required by the CSA, (b) allow for the public dissemination of Canadian securities information collected in the securities filing process, and (c) provide electronic communication between electronic filers, agents and the CSA. www.sedar.com is the official site that provides access to most public securities documents and information filed by issuers with each of the CSA jurisdictions. Link to SEDAR
“spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
“spouse” has the meaning ascribed to that term in NI 45-106 and, without limiting the foregoing, for reference, includes an individual who (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender.
“Start-Up Crowdfunding Exemption” means the exemption from the prospectus requirement available in all jurisdictions of Canada pursuant to subsection 5(1) of NI 45-110, and, without limiting the foregoing, for reference, in respect of a crowdfunding distribution where (i) the distribution of and payment for the security is facilitated through a funding portal that is relying on the registration exemption in subsection of 3(1) of NI 45-110 or operated by an exempt market dealer or investment dealer; (ii) the purchaser purchases the security as principal; (iii) the issuer is not a reporting issuer; (iv) the issuer is not an investment fund; (iv) the issuer has its head office in Canada; (v) the security distributed is an eligible security of the issuer’s own issue; (vi) the aggregate gross proceeds raised by the issuer group in reliance on this section during the 12-month period before the closing of the crowdfunding distribution do not exceed CDN$1,500,000; and (vii) the issuer has completed a Form 45-110F1 Offering Document and provided it to the funding portal.
“subscription agreement” is an agreement pursuant to which a subscriber agrees to purchase securities from an issuer at a certain price on such other terms and subject to the conditions set out therein.
“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.
“TFSA” refers to a Tax-Free Savings Account.
“trade" typically refers to a sale or disposition of a security for valuable consideration, but includes any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of any such sale or disposition.
“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.
“U.S. Securities Act’ means the United States Securities Act of 1933, as amended.
“voting security” means any security which (a) is not a debt security, and (b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.