(a) a bank listed in Schedule I or II of the Bank
Act (Canada), or an authorized foreign bank listed in Schedule
III of that Act;
(b) the Business Development Bank incorporated
under the Business Development Bank Act (Canada);
(c) a loan corporation or trust corporation registered
under the Loan and Trust Corporations Act or under the Trust
and Loan Companies Act (Canada), or under comparable legislation
in any other jurisdiction;
(d) a co-operative credit society, credit union
central, federation of caisses populaires, credit union or league,
or regional caisse populaire, or an association under the Cooperative
Credit Associations Act (Canada), in each case, located in Canada;
(e) a company licensed to do business as an insurance
company in any jurisdiction;
(f) a subsidiary entity of any person or company
referred to in paragraph (a), (b), (c), (d) or (e), where the
person or company owns all of the voting shares of the subsidiary
entity;
(g) a person or company registered under the Act
or securities legislation in another jurisdiction as an adviser
or dealer, other than a limited market dealer;
(h) the government of Canada or of any jurisdiction,
or any crown corporation, instrumentality or agency of a Canadian
federal, provincial or territorial government;
(i) any Canadian municipality or any Canadian
provincial or territorial capital city;
(j) any national, federal, state, provincial,
territorial or municipal government of or in any foreign jurisdiction,
or any instrumentality or agency thereof;
(k) a pension fund that is regulated by either
the Office of the Superintendent of Financial Institutions (Canada)
or a provincial pension commission or similar regulatory authority;
(l) a registered charity under the Income Tax
Act (Canada);
(m) an individual who beneficially owns, or who
together with a spouse beneficially own, financial assets having
an aggregate realizable value that, before taxes but net of
any related liabilities, exceeds $1,000,000;
(n) an individual whose net income before taxes
exceeded $200,000 in each of the two most recent years or whose
net income before taxes combined with that of a spouse exceeded
$300,000 in each of those years and who, in either case, has
a reasonable expectation of exceeding the same net income level
in the current year;
(o) an individual who has been granted registration
under the Act or securities legislation in another jurisdiction
as a representative of a person or company referred to in paragraph
(g), whether or not the individual's registration is still in
effect;
(p) a promoter of the issuer or an affiliated
entity of a promoter of the issuer;
(q) a spouse, parent, brother, sister, grandparent
or child of an officer, director or promoter of the issuer;
(r) a person or company that, in relation to the
issuer, is an affiliated entity or a person or company referred
to in clause (c) of the definition of distribution in subsection
1(1) of the Act;
(s) an issuer that is acquiring securities of
its own issue;
(t) a company, limited liability company, limited
partnership, limited liability partnership, trust or estate,
other than a mutual fund or non-redeemable investment fund,
that had net assets of at least $5,000,000 as reflected in its
most recently prepared financial statements;
(u) a person or company that is recognized by
the Commission as an accredited investor;
(v) a mutual fund or non-redeemable investment
fund that, in Ontario, distributes its securities only to persons
or companies that are accredited investors;
(w) a mutual fund or non-redeemable investment
fund that, in Ontario, distributes its securities under a prospectus
for which a receipt has been granted by the Director or, if
it has ceased distribution of its securities, has previously
distributed its securities in this manner;
(x) a fully managed account if it is acquiring
a security that is not a security of a mutual fund or non-redeemable
investment fund;
(y) an account that is fully managed by a trust
corporation registered under the Loan and Trust Corporations
Act or under the Trust and Loan Companies Act (Canada), or under
comparable legislation in any other jurisdiction;
(z) an entity organized outside of Canada that
is analogous to any of the entities referred to in paragraphs
(a) through (g) and paragraph (k) in form and function; and
(aa) a person or company in respect of which all
of the owners of interests, direct or indirect, legal or beneficial,
are persons or companies that are accredited investors;
