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Cybeats Technologies Corp. Capital/Financing Update 2025
46778_rns_2025-07-21_72f9ed60-05ef-4d4c-9220-dd28dd2cf404.pdf
Capital/Financing Update
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These securities have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This offering document (the "Offering Document") does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
Offering Document under the Listed Issuer Financing Exemption
July 21, 2025
Cybeats Technologies Corp. (the "Company" or "Cybeats")
SUMMARY OF OFFERING
What are we offering?
| Offering: | Best efforts private placement of units of the Company (the “Units”). |
|---|---|
| Offering Price: | $0.10 per Unit (the “Issue Price”). |
| Offering Amount: | A minimum of 30,000,000 Units for minimum gross proceeds of $3,000,000 (the “Minimum Offering”) and maximum gross proceeds equal to the maximum amount that may be issued pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and in reliance on the amendments to Part 5A of NI 45-106 set forth in the Order (as defined below), subject to the terms and conditions set out herein and subject to all necessary regulatory approvals. (the “Offering”). |
| Each Unit will consist of one common share in the capital of the Company (a “Unit Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (a “Warrant Share”) at a price per Warrant Share of $0.15 for a period of 24 months from the Closing Date (as defined herein). | |
| Closing Date: | On or about July 31, 2025 (the “Closing Date”). |
| Agent: | Beacon Securities Limited (the “Agent”). |
| Exchange: | The Company’s common shares (the “Common Shares”) are listed on the Canadian Securities Exchange (the “CSE”) under the trading symbol “CYBT” and the Frankfurt Stock Exchange under the symbol “P4T.F”, and are quoted on the OTCQB (the “OTCQB”) under the trading symbol “CYBCF”. |
| Last Closing Price: | The last closing price of the Common Shares on the CSE, the Frankfurt Stock Exchange and on the OTCQB on July 18, 2025 was $0.13, €0.07 and US$0.90, respectively. |
Description of the Offered Securities:
The holders of Common Shares are entitled to: (i) receive dividends as and when declared by the board of directors of the Company, in such amount and in such form as the board of directors may from time to time determine; (ii) in the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, receive the remaining property and assets of the Company; and (iii) receive notice of and to attend all meeting of the shareholders of the Company and to have one vote for each Common Share held at all meetings of the shareholders of the Company, except for meeting at which only holders of another specified class or series of common shares of the Company are entitled to vote separately as a class or series. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights.
Additional terms and conditions of the Warrants will be set out in a warrant indenture to be dated on or about the Closing Date, in form and substance to be agreed to by the Issuer and the Agent, a copy of which will be made available on the System for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca under the Company's profile.
No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
Cybeats is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:
- The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
- The Company has filed all periodic and timely disclosure documents that it is required to have filed.
- The Company is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Order") and is qualified to distribute securities in reliance on the exemptions included in the Order.
- The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately before the date of the news release announcing this Offering, will not exceed $25,000,000.
- The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
- The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.
All references in this Offering Document to "dollars" and "$" are to Canadian dollars, unless otherwise stated. References to "US$" in this Offering Document refer to United States dollars.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Offering Document contains "forward-looking information" within the meaning of applicable Canadian securities laws, which is based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this Offering Document is made only as of the date of this Offering Document. Such forward-looking statements and forward-looking information include, but are not limited to: statements concerning the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the completion of the Minimum Offering; the completion of the Offering for maximum gross proceeds of $4,500,000; the expected Closing Date; the terms of the Shares for Debt Transaction (as defined herein) and the completion thereof; the completion of the Debenture Conversion (as defined herein); the advance of the Line of Credit (as defined herein); the projected growth of the Company's business and operations (including existing and new segments thereof), and the future business activities of, and developments related to, the Company within such segments after the date of this Offering Document; the objectives and business plans of the Company; the accuracy of the Company's estimates of the potential market for its products; the Company's ability to successfully market its products to potential customers; the general economic, financial market, regulatory and political conditions in which the Company operates; the Company's belief that its current cash and short-term investments together with anticipated cash flow from operations will be sufficient to meet the Company's working capital requirements and capital expenditure requirements for the foreseeable future; and the Company's outlook for and expected revenue, net revenue and future financial results. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "plans", "expects", "potential", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in such forward-looking statements and forward-looking information, including, without limitation, risks with respect to: data breaches, unauthorized access, or theft of personal information or intellectual property; risks associated with inadequate cybersecurity measures leading to system vulnerabilities or attacks (e.g., ransomware, phishing, malware); evolving threats and the complexity of cyberattacks outpacing defensive technologies; regulatory and compliance risks related to privacy laws and cybersecurity standards; reputational damage due to security breaches or failure to protect client data; liability for damages from cybersecurity failures impacting customers or third parties; supply chain cybersecurity vulnerabilities and risks in third-party service providers; rapid technological changes and the need for continuous innovation in cybersecurity tools; intellectual property risks; general economic conditions, adverse industry events, marketing costs, loss of markets, future legislative and regulatory developments, the inability to access sufficient capital on favourable terms, the cybersecurity industry in general; any additional financing requirements; volatility of the capital markets; environmental risks; competition risks; insurance risks; potential conflicts of interest; litigation risks; volatility in the price of the Common Shares; potential dilution of present and prospective shareholdings; currency risks; and financial reporting standards. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or forward-looking information. Forward-looking information includes statements about the future and are inherently uncertain, and the Company's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in the management's discussion and analysis of Cybeats for the three months ended March 31, 2025 and 2024 and for
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the years ended December 31, 2024 and 2023, and other filings available under the Company's profile on SEDAR+ at www.sedarplus.ca.
This Offering Document contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the Company's prospective results of operations, including future sales and revenues, which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraph. FOFI contained in this Offering Document was approved by management as of the date of this Offering Document and was provided for the purpose of providing further information about the Company's future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this Offering Document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.
The Company provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.
SUMMARY DESCRIPTION OF BUSINESS
What is our business?
Cybeats Technologies Corp. is a cybersecurity company that helps organizations secure software from development through deployment. The Company offers a SaaS platform focused on software supply chain intelligence and Software Bill of Materials (SBOM) lifecycle management.
Cybeats' primary product is SBOM Studio, a robust platform for software producers that enables end-to-end management of SBOMs, continuous vulnerability monitoring, threat prioritization, and secure SBOM sharing. The platform is used by global Fortune 500 clients including Schneider Electric, Rockwell Automation, and Emerson Electric, particularly in industrial control systems, medical devices, and critical infrastructure sectors.
Cybeats also offers SBOM Consumer, a solution for software users to manage the risks of third-party software by collecting and analyzing SBOMs linked to operational assets. This product enhances transparency, facilitates continuous monitoring of third-party software risks, and meets emerging compliance standards in regulated sectors.
The Company has established strategic partnerships, including a global reseller agreement with Keysight Technologies, and has deployed its solutions within components of the U.S. military. Cybeats maintains a high customer retention rate and achieves over 85% pilot-to-contract conversion.
In fiscal 2024, Cybeats reported $1.94 million in revenue, a 65% increase over 2023, driven by recurring licensing revenue and successful client expansion. Currently, Cybeats has $2.7 million in Annual Recurring Revenue (ARR), and a $21 million commercial pipeline and regulatory momentum from the U.S. Food and Drug Administration (FDA), EU Cyber Resilience Act, and other global frameworks. Cybeats is well-positioned for scalable growth in the software supply chain security market.
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Other Business Highlights
- The National Security Agency (NSA) and the U.S. Department of Defence has recommended Cybeats in a best practices report, the only commercial service featured in the sector.
- SBOM Studio is fully built and operational, having validated its approach, servicing mainly U.S and European blue-chip clients.
- Cybeats has maintained a 90%+ client retention rate since the commercial launch of its SBOM Studio solution, highlighting its reliability and value.
- SBOM Studio was used by an enterprise client case study which estimated that 75% of labor and development costs were saved per project.
- The market for SBOM technology is growing quickly, such EU and U.S. federal regulations across industries are forcing new software compliance standards. For example, FDA required medical device manufacturers to provide SBOM for software on their medical devices.
- EU regulators are expected to begin enforcing fines on companies of up to €15 million for failure to use SBOM, support the market thesis for SBOM Studio.
- Cybeats launched a new product offering, SBOM Consumer, for security professionals to collect and analyze SBOM¹ across organizations of all sizes, significantly broadening its market reach and revenue opportunities.
- The market for software supply chain solutions was valued at over $9 billion in 2023, driven by a significant increase in consumer demand.²
Recent developments
The following is a brief summary of the recent developments involving or affecting the Company:
- On July 21, 2025, the Company announced its intention to settle aggregate debts owing to certain creditors in the amount of up to $1,500,000 through the issuance of up to 15,000,000 common shares of the Company at a deemed price of $0.10 per share (the "Shares for Debt Transaction"). The Shares for Debt Transaction is expected to close concurrently with the Offering. All Common Shares to be issued in connection with the Shares for Debt Transaction will be subject to a four month and one day hold.
- On June 3, 2025, the Company announced the renewal and expansion of its SBOM Studio licence with a Fortune 500 water-technology company, as initially disclosed in a news release of the Company dated May 30, 2024. The contract renewal and expansion extends Cybeats' monitoring to additional treatment-plant controllers, pumping-station firmware, and cloud analytics platforms used on four continents.
- On May 22, 2025, Chris Malkhassian resigned from the board of directors of the Company.
- On May 1, 2025, the Company announced the renewal and expansion of a contract with a major U.S. security agency. Due to the highly sensitive nature of this engagement, specific details regarding Cybeats' client and contract terms remain confidential in order to safeguard national interests and uphold the operational security of the client.
- On April 28, 2025, the Company announced a significant contract expansion with Emerson Electric Co. (NYSE: EMR) ("Emerson"), a global leader in industrial automation and electrical solutions. As part of the new agreement, Emerson has doubled the number of software assets it manages through Cybeats.
¹ https://federalnewsnetwork.com/wp-content/uploads/2024/09/081624_Army_SBOM_Memo.pdf
² https://www.linkedin.com/pulse/software-supply-chain-security-solutions-market-uwmbc/
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On February 5, 2025, the Company closed a non-brokered private placement offering of units at a price of $0.16 per unit for total gross proceeds of $2,013,860, with each unit consisting of one Common Share and one Common Share purchase warrant with an exercise price of $0.22.
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On January 30, 2025, the Company announced two new strategic commercial contracts in the healthcare sector, supporting the growth of Cybeats in the SBOM management market.
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On January 28, 2025, the Company announced that it had signed a three-year agreement with Rockwell Automation, Inc. (NYSE:ROK), the world's largest pure-play industrial automation and digital transformation company³.
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On January 15, 2025, Mr. Gregory Falk resigned from the Company's board of directors.
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On December 9, 2024, the Company announced that it had entered into a master services agreement with a top 10 global medical device manufacturer for SBOM Studio.
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On October 1, 2024, the Company announced that it had entered into a commercial reseller agreement with Capyx, a leading provider of IT services based in Belgium. Capyx acts as a value-added reseller, offering Cybeats' SBOM Studio and end-to-end vulnerability management services to both software product producers and consumers across Belgium and Luxembourg.
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On September 24, 2024, the Company announced that it had been enlisted by the U.S. Department of Defense to deploy its SBOM Studio platform. As part of this deployment, Cybeats' industry-leading software supply chain technology is used by multiple components of the US military, including the U.S. Army and U.S. Naval Air Systems Command.
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On August 27, 2024, the Company announced the renewal and expansion of a licence for SBOM Studio with a Fortune 500 client from the industrial control systems (ICS) sector.
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On July 31, 2024, the Company announced a new pilot engagement with a top-five global medical device manufacturer.
Material facts
There are no material facts about the securities being distributed that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document.
What are the business objectives that we expect to accomplish using the available funds?
The Company intends to use the net funds from the Offering primarily for the following:
a) Increase the Sales & Marketing infrastructure at the Company to manage current and future sales pipeline for the primary product offering, SBOM Studio. With $3,000,000 in capital, it is expected that operational capacity for sales growth will expand during
³ https://www.rockwellautomation.com/content/dam/rockwell-automation/documents/pdf/company/about-us/ir/2024/InvestorDay2024_ShowDeck_v2-withAppendix_toPOST.pdf
Q3 2025, and begin having a material impact on revenue growth in the last two quarters of 2025 and first quarter of 2026.
b) General working capital requirements.
USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of the Offering?
Based on the Company's existing working capital deficit of $2.04 million, the expected availability of funds is $4.80 million in the case of the Minimum Offering and $6.195 million in the case of the maximum offering. The Company has estimated the maximum offering to be $4,500,000.
| Assuming the Minimum Offering only | Assuming 100% of the Maximum Offering | ||
|---|---|---|---|
| A | Amount to be raised by this offering | $3,000,000 | $4,500,000 |
| B | Selling commissions and fees | $210,000 | $315,000 |
| C | Estimated offering costs (e.g., legal, accounting, audit) | $150,000 | $150,000 |
| D | Net proceeds of offering: D=A-(B+C) | $2,640,000 | $4,035,000 |
| E | Working capital as at June 30, 2025, net of the expected Shares for Debt Transaction and the expected conversion of outstanding convertible debentures (deficiency)(1) | ($2,040,000) | ($2,040,000) |
| F | Additional sources of funding(2) | $4,200,000 | $4,200,000 |
| G | Total available funds: G = D+E+F | $4,800,000 | $6,195,000 |
Note:
- The working capital figures represent management's best estimate as at June 30, 2025, are unaudited, assume completion of the Shares for Debt Transaction (as defined below) for a total of $1,500,000 and the conversion of the principal amount and accrued interest of certain outstanding convertible debentures for a total of $1,500,000 (the "Debenture Conversion"), and are subject to change including as a result of normal quarterly accounting and review procedures.
- Additional sources of funding include: (i) the projected net cash flow from the Company's operations over the next 12 months; and (ii) the expected issuance of a line of credit to the Company in the principal amount of $1,000,000 (the "Line of Credit"). See the "Cautionary Statement Regarding Forward-Looking Information" section of this Offering Document.
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How will we use the available funds?
| Description of intended use of available funds listed in order of priority | Assuming the Minimum Offering only | Assuming 100% of the Maximum Offering |
|---|---|---|
| Scale up of commercial activities includes sales and marketing infrastructure, supporting Keysight partnership, staff and other resources to drive revenue growth | $1,397,000 | $2,095,000 |
| R&D and innovation | $1,776,000 | $1,865,000 |
| Working capital (expenses, payables and excess)(1) | $1,627,000 | $2,235,000 |
| Total: Equal to G in the available funds in the table above | $4,800,000 | $6,195,000 |
Note:
1 These figures represent the Company's expected general and administrative expenses, the payment of current and expected short-term liabilities and payables, and excess capital that will remain available to the Company for future use.
Marketing Initiatives planned with the use of proceeds:
- $100,000 - Sponsor and exhibit key at cybersecurity conferences that attract a targeted audience of decision-makers throughout the next 12 months. These market initiatives have historically led to enterprise contract sales.
- $50,000 - Invest in search engine optimization to ensure your site ranks well for critical cybersecurity keywords. Create a blog or knowledge base that discusses current threats, regulatory compliance updates, or new technology trends. These activities will occur over throughout the next 12 months.
The Company's most recently filed interim financial report included a going concern note. This Offering is not anticipated to address any uncertainties that affect the decision on whether a going concern is included in our next annual financial statements. There has been a significant decline in the Company's working capital since December 31, 2024 as a result of increased investment in the Company's operations and expenditures related to general working capital needs.
The above noted allocation of capital and anticipated timing represents the Company's current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to expand the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company's ability to execute on its business plan. Such uses will not include a significant acquisition, a restructuring transaction, or any transaction requiring approval of the Company's security holders. See the "Cautionary Statement Regarding Forward-Looking Information" section above.
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Following the completion of the Offering, the Company reasonably expects that it will have available funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
How have we used the other funds we have raised in the past 12 months?
In the past 12 months, the Company raised aggregate gross proceeds of $2,013,860 from its non-brokered private placement of units which closed on February 5, 2025. The Company previously disclosed that these proceeds would be used for working capital and general corporate purposes.
In addition to the foregoing, in the past 12 months, the Company has received approximately $2,620,000 payments from customers and $1,678,000 increase in loans and accounts payable.
These above proceeds were used as follows:
| Description | Amount | Variances to what was previously disclosed as use of proceeds, if any, and why |
|---|---|---|
| Sales & Marketing | $2,146,000 | N/A |
| R&D and Innovation | $2,272,000 | N/A |
| Working Capital(1) | $1,893,860 | N/A |
| Total: | $6,311,860 |
1 These figures also represent the Company's general and administrative expenses and changes in working capital.
FEES AND COMMISSIONS
Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?
Agent: Beacon Securities Limited.
Cash Fee: Cash fee equal to 7.0% of the gross proceeds of the Offering.
Compensation Options: The Company will issue the Agent that number of compensation options (each a "Compensation Option") equal to 7.0% of the number of Units sold pursuant to the Offering. Each Compensation Option shall entitle the holder thereof to acquire one Common Share at the Issue Price for a period of 24 months from the Closing Date.
Does the Agent have a conflict of interest?
To the knowledge of the Company, it is not a "related issuer" or "connected issuer" of or to the Agent, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.
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PURCHASERS' RIGHTS
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this Offering Document, you have a right
a) to rescind your purchase of these securities with the Company, or
b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph a) or b) above, you must do so within strict time limitations.
You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.
ADDITIONAL INFORMATION
Where can you find more information about us?
Prospective Investors (as defined herein) and security holders can access the Company's continuous disclosure filings under the Company's profile on SEDAR+ at www.sedarplus.ca.
For further information regarding the Company, visit our website at: www.cybeats.com.
Please refer to Appendix A – "Acknowledgements, Covenants, Representations and Warranties of the Investor" and Appendix B – "Indirect Collection of Personal Information" attached hereto.
Investors should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of Units.
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CERTIFICATE OF THE COMPANY
This Offering Document, together with any document filed under Canadian securities legislation on or after July 21, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
July 21, 2025
By: "Justin Leger"
Name: Justin Leger
Title: Chief Executive Officer
By: "Joshua Bald"
Name: Joshua Bald
Title: Chief Financial Officer
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APPENDIX A
ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
Each purchaser of the Units (the "Investor") makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Company, as at the date hereof, and as of the Closing Date:
a) the Investor confirms that it (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Units (including the potential loss of his, her or its entire investment); (ii) is aware of the characteristics of the Units (and the underlying securities) and understands the risks relating to an investment therein; and (iii) is able to bear the economic risk of loss of its investment in the Units and understands that it may lose its entire investment in the Units;
c) the Investor is resident in the jurisdiction disclosed to the Company and the Investor was solicited to purchase in such jurisdiction;
d) the Investor has not received, nor has the Investor requested, nor does the Investor have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document describing or purporting to describe the business and affairs of the Company which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Units pursuant to the Offering;
e) the subscription for the Units by the Investor does not contravene any of the applicable securities legislation in the jurisdiction in which the Investor resides and does not give rise to any obligation of the Company to: (i) prepare and file a prospectus or similar document or to register the Units (or underlying securities) or to be registered with or to file any report or notice with any governmental or regulatory authority; or (ii) be subject to any ongoing disclosure requirements under the securities legislation of such jurisdiction;
f) unless the Investor has separately delivered to the Company a U.S. Representation Letter (in which case the Investor makes the representations, warranties and covenants set forth therein), the Investor (i) is not in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the "United States"); (ii) was outside of the United States at the time the buy order for the Units was originated; (iii) is not subscribing for the Units for the account of a person in the United States; (iv) is not subscribing for the Units for resale in the United States; and (v) was not offered the Units in the United States;
g) the Investor is aware that the Unit Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and that the Unit Shares and Warrants may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, any state or territory of the United States or the District of Columbia, without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption from such registration and it acknowledges that the Company has no obligation or
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present intention of filing a registration statement under the U.S. Securities Act in respect of the sale or resale of the Unit Shares and Warrants;
h) the funds representing the aggregate subscription funds which will be advanced by the Investor to the Company hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") or for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the "PATRIOT Act") and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to the Investor's subscription of the Units, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Investor (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the Investor; and (ii) it will promptly notify the Company if the Investor discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith;
i) neither the Company, the Agent, nor any of their respective directors, employees, officers, affiliates or agents has made any written or oral representations to the Investor: (i) that any person will resell or repurchase the Unit Shares or Warrants comprising the Units; (ii) that any person will refund all or any part of the subscription amount; or (iii) as to the future price or value of the Unit Shares or Warrants comprising the Units;
j) the Investor is not purchasing the Units with knowledge of any material information concerning the Company that has not been generally disclosed. The Investor's Units are not being purchased by the Investor as a result of, nor does the Investor, if any, have knowledge of, any material fact (as defined in securities laws, regulations and rules, and the blanket rulings and policies and written interpretations of, and multilateral or national instruments adopted by, the securities regulatory authorities in the jurisdiction in which the Investor is resident or subject to (the "Securities Laws")) or material change (as defined in Securities Laws) concerning the Company that has not been generally disclosed and the decision of the Investor, to tender this offer and acquire the Investor's Units has not been made as a result of any oral or written representation as to fact or otherwise made by, or on behalf of, the Company or any other person and is based entirely upon the Offering Document;
k) the Investor will not become a "control person" within the meaning of Canadian Securities Laws by virtue of the purchase of the Units, and does not intend to act in concert with any other person to form a control group of the Company in connection with the acquisition of the Units;
l) the Investor has not received, nor does it expect to receive, any financial assistance from the Company, directly or indirectly, in respect of the Investor's subscription for Units;
m) if required by applicable Securities Laws or the Company, the Investor will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Units as may be required by any securities commission, stock exchange or other regulatory authority;
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n) the Company is relying on an exemption from the requirement to provide the Investor with a prospectus under applicable Securities Laws and, as a consequence of acquiring the Units pursuant to such exemption, the Investor may not receive information that would otherwise be required to be given under applicable Securities Laws;
o) if the Investor is:
i. a corporation, the Investor is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to subscribe for the Units pursuant to the terms set out in this Offering Document;
ii. a partnership, syndicate or other form of unincorporated organization, the Investor has the necessary legal capacity and authority to subscribe for the Units pursuant to the terms set out in this Offering Document and has obtained all necessary approvals in respect thereof; or
iii. an individual, the Investor is of the full age of majority and is legally competent to subscribe for the Units pursuant to the terms set out in this Offering Document;
p) the Investor is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the performance of this Offering Document and the transactions contemplated under this Offering Document, and that the Investor is not relying on legal or tax advice provided by the Company or its counsel;
q) the subscription for the Units and the completion of the transactions described herein by the Investor will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, bylaws or resolutions of the Investor if the Investor is not an individual, the Securities Laws or any other laws applicable to the Investor, any agreement to which the Investor is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Investor;
r) the Investor has obtained all necessary consents and authorities to enable it to agree to subscribe for the Units pursuant to the terms set out in this Offering Document and the Investor has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with the purchase of the Units and the Investor has not taken any action which will or may result in the Company acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Investor's subscription;
s) the Investor is purchasing the Units for investment purposes only and not with a view to resale or distribution; and
t) the Investor acknowledges that certain fees and commissions may be payable by the Company in connection with the Offering.
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APPENDIX B
INDIRECT COLLECTION OF PERSONAL INFORMATION
By purchasing Units, the Investor acknowledges that the Company and its agents and advisers may each collect, use and disclose the Investor's name and other specified personally identifiable information (including his, her or its name, jurisdiction of residence, address, telephone number, email address and aggregate value of the Units that it has purchased) (the "Information"), for purposes of (i) meeting legal, regulatory, stock exchange and audit requirements and as otherwise permitted or required by law or regulation, and (ii) issuing ownership statements issued under a direct registration system or other electronic book-entry system, or certificates that may be issued, as applicable, representing the Unit Shares and Warrants (underlying the Units) to be issued to the Investor. The Information may also be disclosed by the Company to: (i) stock exchanges, (ii) revenue or taxing authorities and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. The Investor is deemed to be consenting to the disclosure of the Information.
By purchasing Units the Investor acknowledges (A) that Information concerning the Investor will be disclosed to the relevant Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the Investor consents to the disclosure of the Information; (B) the Information is being collected indirectly by the applicable Canadian securities regulatory authorities under the authority granted to them in securities legislation; and (C) the Information is being collected for the purposes of the administration and enforcement of the applicable Canadian securities legislation; and by purchasing the Units, the Investor shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities.
The Investor may contact the following public official in the applicable province with respect to questions about the commission's indirect collection of such Information at the following address, telephone number and email address (if any):
Alberta Securities Commission
Suite 600, 250 – 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: 403-297-6454
Toll free in Canada: 1-877-355-0585
Facsimile: 403-297-2082
Public official contact regarding indirect collection of information: FOIP Coordinator
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: 604-899-6854
Toll free in Canada: 1-800-373-6393
Facsimile: 604-899-6581
Email: [email protected]
Public official contact regarding indirect collection of information: FOI Inquiries
The Manitoba Securities Commission
500 – 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: 204-945-2561
Toll free in Manitoba: 1-800-655-5244
Facsimile: 204-945-0330
Public official contact regarding indirect collection of information: Director
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Financial and Consumer Services Commission (New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Telephone: 506-658-3060
Toll free in Canada: 1-866-933-2222
Facsimile: 506-658-3059
Email: [email protected]
Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer
Government of Newfoundland and Labrador
Financial Services Regulation Division
P.O. Box 8700
Confederation Building
2nd Floor, West Block
Prince Philip Drive
St. John's, Newfoundland and Labrador A1B 4J6
Attention: Director of Securities
Telephone: 709-729-4189
Facsimile: 709-729-6187
Public official contact regarding indirect collection of information: Superintendent of Securities
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Duke Tower
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: 902-424-7768
Facsimile: 902-424-4625
Public official contact regarding indirect collection of information: Executive Director
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: 416-593-8314
Toll free in Canada: 1-877-785-1555
Facsimile: 416-593-8122
Email: [email protected]
Public official contact regarding indirect collection of information: Inquiries Officer
Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Telephone: 902-368-4569
Facsimile: 902-368-5283
Public official contact regarding indirect collection of information: Superintendent of Securities
Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: 306-787-5842
Facsimile: 306-787-5899
Public official contact regarding indirect collection of information: Director