A: Regulation 45-110 respecting Start-up Crowdfunding Registration and Prospectus Exemptions.

1. Purchasers can invest a maximum of  $10,000

2. Issuers can raise a maximum of $1.5M

3. The platform is only available to purchaser’s who reside in, and to issuers who have the head office in: Canada.

A: Anyone resident in Canada and over the age of eighteen (18) is allowed to invest up to $2,500 and up to $10,000 (if they have obtained advice from a registered dealer regarding the suitability of the investment for them) in companies featured on this or other equity crowdfunding platforms.

A: No, you will not lose the securities sold to you in a start-up crowdfunding offering if you later decide to move outside Canada. What’s important is that you were a resident of Canada at the time the securities were sold to you. Where you live subsequent to that sale does not matter. You will still own those securities.

A: No. Only issuer with their head office in Canada

A: You can raise up to $1,500,000 in a calendar year. There cannot be any concurrent offering by you or any other company for the same project under this exemption. You can however, rely on other private placement exemptions such as the accredited investor or offering memorandum exemption during the year to raise additional capital if required.

A: You can offer common shares, preferred shares, debentures, convertible debentures, bonds, partnership units, limited partnership units, promissory notes and any other security instrument other than derivative type securities.

1. A:  
   1.  An issuer is exempt from the prospectus requirement in respect of a crowdfunding distribution if all of the following apply:
      1. the distribution of and payment for the security is facilitated through a funding portal that is relying on subsection (3(1) of 45-110), or operated by an exempt market dealer or investment dealer;
      2.  the purchaser purchases the security as principal;
      3. the issuer is not a reporting issuer in any jurisdiction of Canada or the equivalent in any foreign jurisdiction;
      4.  the issuer is not an investment fund;
      5.  the issuer has its head office in Canada;
      6. the security distributed is an eligible security of the issuer’s own issue;
      7. 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 $1 500 000;
      8.  the issuer has completed a Form 45-110F1 and provided it to the funding portal;
      9. the crowdfunding distribution closes no later than the 90th day after the date the issuer’s completed Form 45-110F1 is first made available to a prospective purchaser on the funding portal’s platform;
      10. the subscription agreement provides that the purchaser may withdraw from the agreement to purchase the security,
          1. after entering into the agreement, by delivering a notice of withdrawal to the funding portal not later than midnight on the 2nd business day after the day on which the purchaser enters into the agreement, and
          2. after an amendment to the issuer’s completed Form 45-110F1, by delivering a notice of withdrawal not later than midnight on the 2nd business day after the day on which the funding portal notifies the purchaser of the amendment;
      11. the issuer’s completed Form 45-110F1 discloses how the issuer intends to use the assets raised and the minimum offering amount required to close the crowdfunding distribution;
      12. the issuer does not close the crowdfunding distribution until the issuer has raised the minimum offering amount stated in the issuer’s completed Form 45-110F1 either through subscriptions to the crowdfunding distribution or any concurrent distribution under one or more other exemptions from the prospectus requirement, provided that the assets are unconditionally available to the issuer;
      13. no concurrent crowdfunding distribution is made by any member of the issuer group for the same purposes as described in the issuer’s completed Form 45-110F1;
      14. no commission, fee or similar payment is paid by the issuer to the issuer group, or any principal, employee or agent of a member of the issuer group, with respect to the crowdfunding distribution;
      15. no principal of the issuer group is a principal of the funding portal;
      16.  the issuer does not distribute to any one purchaser securities valued at more than,
          1. subject to subparagraph (ii), $2 500, or
          2.  if the purchaser has obtained advice from a registered dealer that the investment is suitable for the purchaser, $10 000;
      17.  the issuer
          1. has operations other than operations to identify and evaluate assets or a business with a view to completing an investment in, merger with, amalgamation with or a purchase of the securities of an issuer, or the acquisition of a business, and
          2.  does not intend to use the proceeds of the crowdfunding distribution to invest in, merge with, amalgamate with or to purchase securities of an issuer, or to acquire a business, unless the issuer or the business is identified in the issuer’s completed Form 45-110F1.
   2. An issuer relying on subsection (1) must,
      1. if the issuer becomes aware that its completed Form 45-110F1 is not accurate, or is no longer accurate, promptly
         1. advise the funding portal that the issuer’s Form 45-110F1 is not accurate, or is no longer accurate,
         2.  amend the Form 45-110F1 so that it is accurate, and
         3.  provide the amended Form 45-110F1 to the funding portal, and
      2. within 30 days after the closing of the crowdfunding distribution, deliver to each purchaser
         1.  a written confirmation setting out all of the following:
            1. the date of subscription and the closing of the crowdfunding distribution;
            2. the quantity and description of the eligible security purchased;
            3.  the price per eligible security paid by the purchaser;
            4.  the total commissions, fees and any other similar payments paid by the issuer to the funding portal in respect of the crowdfunding distribution, and
         2. a copy of the issuer’s completed Form 45-110F1.
   3. An issuer that distributes a security under this Regulation must, no later than the 30th day after the closing of the crowdfunding distribution, file with the regulator, except in Québec, or securities regulatory authority both of the following:
      1.  the issuer’s completed Form 45-110F1;
      2.  a report of exempt distribution in accordance with Form 45-106F1 of Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r. 21).

1. A: 
   1. A funding portal is exempt from the dealer registration requirement if all of the following apply:
      1.  the funding portal is not registered under securities legislation in any jurisdiction of Canada;
      2. the funding portal does not advise a purchaser about the merits of an investment or recommend or represent that an eligible security is a suitable investment for the purchaser;
      3. the funding portal does not receive a commission, fee or other similar payment from a purchaser;
      4. the funding portal facilitates or proposes to facilitate crowdfunding distributions only;
      5. at least 30 days before the first date the funding portal facilitates a crowdfunding distribution, the funding portal delivered to the regulator, except in Québec,or securities regulatory authority both of the following
         1. a completed Form 45-110F3 for the funding portal certified by an authorized individual of the funding portal;
         2. a completed Form 45-110F4 for each principal of the funding portal that contains a certification signed by that principal;
      6. the funding portal has its head office in Canada;
      7.  the funding portal has policies and procedures to prevent a person from accessing its platform unless the person acknowledges that the person is accessing a platform of a funding portal that
         1. is not registered under securities legislation in any jurisdiction of Canada, and 
         2. will not, and is not authorized to, provide advice about
            1. the suitability of any security for investment by the person, or
            2.  the merits of any investment;
      8.  the following are disclosed on the funding portal’s platform:
         1. a statement that the funding portal is not registered under securitieslegislation in any jurisdiction of Canada and is relying on the exemption from the dealer registration requirement under this Regulation;
         2.  a statement that the funding portal will hold each purchaser’s assets
            1.  separate and apart from the funding portal’s own assets,
            2. in trust for the purchaser, and
            3. in the case of cash, in a designated trust account at a Canadian financial institution;
         3. the policies and procedures that the funding portal will follow for notifying each purchaser if the funding portal becomes insolvent or discontinues operations, and how the funding portal will return a purchaser’s assets;
      9.  the funding portal holds each purchaser’s assets
         1.  separate and apart from the funding portal’s own assets,
         2.  in trust for the purchaser, and
         3. in the case of cash, in a designated trust account at a Canadian financial institution;
      10.  the funding portal has policies and procedures for handling assets, in relation to a crowdfunding distribution, sufficient to provide reasonable assurance that the funding portal will comply with the conditions under paragraph (i)
      11.  the funding portal does not close a crowdfunding distribution on its platform unless the funding portal receives, through the funding portal’s platform, payment for the distribution of each eligible security from the purchaser of that security;
      12.  the funding portal has policies and procedures to ensure that, after an issuer provides the funding portal with its completed Form 45-110F1 and a Form 45-110F2,these documents are made available to each purchaser through the funding portal’s platform; 
      13. the funding portal has policies and procedures to prevent a purchaser from subscribing to a crowdfunding distribution unless the purchaser first completes Form 45-110F2 and confirms that the purchaser has read and understands the issuer’s completed Form 45-110F1;
      14. the funding portal has policies and procedures for, upon receiving notice from an issuer that the issuer has amended its completed Form 45-110F1, promptly
          1. posting the amendment on the funding portal’s platform, and
          2. notifying each purchaser of the amendment, and of the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal under paragraph 5(1)(j);
      15. the funding portal has policies and procedures to return all assets to a purchaser within 5 business days of receiving a withdrawal notification under paragraph 5(1)(j) from the purchaser;
      16. if an issuer has not raised the minimum offering amount by the 90th day after the issuer’s completed Form 45-110F1 is first made available to a prospective purchaser on the funding portal’s platform, or if an issuer notifies the funding portal that it is withdrawing its crowdfunding distribution, no later than 5 business days after the 90th day or the notice, as applicable, the funding portal 
          1. notifies the issuer, and each purchaser of that issuer’s crowdfunding distribution, that assets have been returned or are in the process of being returned, and
          2.  takes reasonable steps to return, or cause to be returned, all assets to each purchaser of that issuer’s crowdfunding distribution;
      17. if both periods referred to in paragraph 5(1)(j) have elapsed, the funding portal
          1. releases, or causes to be released, all assets due to the issuer at the closing of the distribution, and
          2. no later than 15 days after the closing of the distribution,
             1. notifies each purchaser that the assets have been released to the issuer, and
             2.  provides the issuer with the documents referred to in paragraph 5(2)(b);
      18. neither the funding portal, nor any of its principals, is or has been the subject of an order, judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization or court in the last 10 years related to a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of iduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct;
      19.  neither the funding portal nor any of its principals is or has been a principal of an entity that is or has been subject to an order, judgment, decree, sanction or administrative penalty or a settlement agreement referred to in paragraph (r);
      20.  the funding portal has policies and procedures to promptly notify the regulator, except in Québec, or securities regulatory authority, and any purchasers for which it holds assets, of the process the funding portal will use to return assets to those purchasers in the event that the funding portal becomes insolvent or discontinues operations;
      21. the funding portal is not insolvent.
   2. A funding portal relying on subsection (1) must
      1. maintain, for a period of 8 years from the date a record is created, records at its head office that accurately record its financial affairs and client transactions, and demonstrate the extent of the funding portal’s compliance with this Regulation,
      2. notify the regulator, except in Québec, or securities regulatory authority of each change to the information previously submitted in a document referred to in paragraph (1)(e) by delivering an amendment to the document no later than 30 days after the change,
      3.  take reasonable steps to confirm that the majority of the directors of the funding portal ordinarily reside in Canada,
      4.  disclose on its platform, for each principal of the funding portal, the principal’s full legal name, municipality and jurisdiction of residence, business mailing and email addresses and business telephone number,
      5.  take reasonable steps to confirm that the head office of an issuer is in Canada before allowing the issuer to post a crowdfunding distribution on the funding portal’s platform,
      6. not allow a person to access the funding portal’s platform unless the personacknowledges that the person is accessing a platform of a funding portal that
         1.  is not registered under securities legislation in any jurisdiction of Canada, and
         2.  will not, and is not authorized to, provide advice about
            1.  the suitability of any security for investment by the person, or
            2. the merits of any investment,
      7. not close a crowdfunding distribution on its platform unless the funding portal has made the issuer’s completed Form 45-110F1 and Form 45-110F2 available to each purchaser through the funding portal’s platform,
      8.  not close a crowdfunding distribution on its platform unless each purchaser completes Form 45-110F2 acknowledging the risks and confirms that the purchaser has read and understands the issuer’s completed Form 45-110F1,
      9. upon receiving notice from an issuer that the issuer has amended its completed Form 45-110F1, promptly
         1.  post the amendment on the funding portal’s platform, and
         2. notify each purchaser of the amendment, and the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal under paragraph 5(1)(j),
      10.  return all assets to a purchaser within 5 business days of receiving a withdrawal notification under paragraph 5(1)(j) from the purchaser,
      11. during the following periods of each year, deliver to the regulator, except in Québec, or securities regulatory authority a completed Form 45-110F5:
          1. between January 1 and January 10, and
          2. between July 1 and July 10, and
      12. upon becoming insolvent or discontinuing operations, promptly notify the regulator, except in Québec, or securities regulatory authority, and any purchasers for which it holds assets, of the process the funding portal will use to return the assets to those purchasers.