Unofficial Consolidation: Form 45-108F5 Personal Information Form and Authorization to Collect, Use and Disclose Personal Information

Unofficial Consolidation: Form 45-108F5 Personal Information Form and Authorization to Collect, Use and Disclose Personal Information

Forms

Ontario Securities Commission

Form 45-108F5

Unofficial consolidation current to 2016-10-31

This document is not an official statement of law or policy and should be used for reference purposes only.

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 6-10         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:

  1. the appropriate written response would be “Yes, pardon granted on (date)”; and
  2. you must provide complete details in an attachment to this Form.

DEFINITIONS

"Offence" An offence includes:

  1. a summary conviction or indictable offence under the Criminal Code (Canada);
  2. 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);
  3. a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein; or
  4. an offence under the criminal legislation of any other foreign jurisdiction;

"Proceedings" means:

  1. a civil or criminal proceeding or inquiry which is currently before a court;
  2. 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;
  3. 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
  4. 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 self-regulatory 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:

  1. a stock, derivatives, commodities, futures or options exchange;
  2. an association of investment, securities, mutual fund, commodities, or future dealers;
  3. an association of investment counsel or portfolio managers;
  4. an association of other professionals (e.g. legal, accounting, engineering); and
  5. 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

If executive officer – provide title

If other – provide details

MM

DD

YY

Director

 

 

 

Executive Officer

 

 

 

Promoter

 

 

 

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.

From

To

MM

YY

MM

YY

 

 

 

 

 

 

 

 

 

 

C.

Gender

Date of birth

Place of birth

Male

 

MM

DD

YYYY

City

Province/State

Country

Female

 

D.

Marital Status:

Full name of spouse (include common law):

 

Occupation of spouse:

E.

Telephone and Facsimile Numbers and Email Address

Residential/Cellular: (       )

Facsimile: (       )

Business: (       )

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

To

MM

YY

MM

YY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yes

No

2.

Citizenship

 

  1. Are you a Canadian citizen?

 

  1. Are you a person lawfully in Canada as an immigrant but are not yet a Canadian citizen?

 

 

  1. If “Yes” to Question 2(ii), the number of years of continuous residence in Canada:
  1. Do you hold citizenship in any country other than Canada?

 

 

 

  1.     If “Yes” to Question 2(iv), the name of the country(ies):

 

 

3.

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

To

MM

YY

MM

YY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

 

 

 

Yes

No

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?

 

 

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

To

MM

YY

MM

YY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

C.

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.

Yes

No

 

 

                 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

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

YY

 

 

 

 

 

 

 

 

 

 

 

 

                   

 

 

 

Yes

No

6.

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:

 

 

  1. pleading guilty to or being found guilty of an Offence?

 

 

 

  1. now being the subject of any charge, indictment or proceeding for an alleged Offence?

 

 

 

 

 

Yes

No

7.

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:

 

 

  1. 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?

 

 

  1. is now an undischarged bankrupt?

 

 

 

 

 

Yes

No

8.

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:

  1. a notice of hearing or similar notice issued by an SRA or SRE?

 

 

  1. a proceeding of or, to your knowledge, an investigation by, an SRA or SRE?

 

 

  1. settlement discussions or negotiations for settlement of any nature or kind whatsoever with an SRA or SRE?

 

 

B.

Prior proceedings by securities regulatory authority or self regulatory entity.

Have you ever:

  1. 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?

 

 

  1. 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?

 

 

  1. 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?

 

 

  1. 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?

 

 

  1. had any other proceeding of any kind taken against you by an SRA or SRE?

 

 

C.

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:

 

  1. 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?

 

 

 

  1. 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?

 

 

 

  1. 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?

 

 

 

  1. issued a notice of hearing, notice as to a proceeding or similar notice against the issuer?

 

 

 

  1. 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)?

 

 

 

  1. 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

No

9.

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:

  1. 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?

 

 

  1. 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?

 

 

B.

Current claims

  1. 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?

 

 

 

  1. 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?

 

 

C.

Settlement agreement

  1. 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?

 

 

 

  1. 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?

 

 

 

 

 

 

Yes

No

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.

 

 

 

CERTIFICATE AND CONSENT

I,            ___________________________________________                  hereby certify that:

                            (Please Print – Name of Individual)

  1. 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;
  2. 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;
  3. 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;
  4. 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;
  5. 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

 

 

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.]