Accredited Investor Definition

Accredited Investor – USA

A individual in the USA must meet one of the following in order to be an Accredited Investor:

(a) a natural person whose individual net worth, or joint net worth with his or her spouse, at the time of that person’s purchase, exceeds US$1,000,000, in which “net worth” means the excess of total assets at fair market value over total liabilities (excluding (i) as an asset, the primary residence of the natural person and (ii) as a liability, indebtedness secured by such residence, up to the estimated fair market value of such residence at the time of sale of the Subscription Receipts (except that if the amount of such indebtedness outstanding at such time of sale exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability)); or

(b) a natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of US$300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

Accredited Investor – Canada & International

An individual who is resident in or otherwise subject to the securities laws of one of the provinces of Canada, purchasing the securities as principal for its own account and not for the benefit of any other person and not created or used solely to purchase or hold securities, must fall under one of the exemptions set out in the definition of “Accredited Investor” of National Instrument 45-106 – Prospectus Exemptions, including the following:

(j) an individual 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 $1,000,000; or

(j.l) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000; or (k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $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; or

(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000.