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We recommend our clients who are raising
capital in the United States to provide potential investors with the
following verification request. It is something we are now strongly
recommending clients in Canada follow as well with a similar form modified
for Canada. Although in theory
National Instrument 45-106 states that you can rely on statements and
information provided by an investor as being factual; independent third
party evidence is the best evidence as to whether an investor is or is not
an accredited investor. This type of verification request draws everyone's
attention to what is required to be an accredited investor and the
seriousness of meeting this requirement.
The verification request form below is
presented as an example only. We encourage you to contact your
own legal counsel to discuss this issue before acting or using this form .
Please feel free, however, to instruct your legal counsel to adapt this
form to your own use if you find it useful. We remind you that like all
legal documents this verification request form is not magic.
Under the laws in the US and Canada you need to do sufficient due
diligence to confirm an investor actually meets the definition of an
"accredited investor".
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QUALIFIED INVESTOR
CERTIFICATION AND WAIVER OF CLAIMS
[Corporate Address]
Dear Sir or Madam:
I have elected not to provide tax returns and a
balance sheet from my accountant to evidence my qualifications under
Canadian Securities Regulators and the U.S. Securities Exchange Commission
guidelines as a qualified accredited investor. However, I hereby acknowledge and
warrant that I am an accredited investor as defined in National Instrument
45-106 in Canada and under Regulation D of the rules and regulations promulgated
under the Securities Act of 1933.
I have the requisite knowledge and experience in financial and business matters
such that I am able to evaluate the merits and risks of the purchase of common
shares. Furthermore, although you are not required to confirm my warranty and
representation of accredited status, I hereby grant permission for you to
contact my accountant, attorney, financial planner or other qualified and
appropriate professional to confirm that my income and/or net assets satisfy the
minimum “accredited investor” requirements.
Contact Information for my accountant, attorney,
financial planner or other qualified and appropriate professional:
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I waive all claims and causes of actions against you, your affiliates, partners,
investors, agents and officers in the event that I am claiming investor status
that does not meet the above criteria as required by the Canadian Securities
Regulators and the U.S. Securities Exchange Commission and the province or
state of my residence. In addition, I agree to indemnify and hold harmless you,
and your affiliates, investors, agents and officers against any claim by me (and
any other owners in my investment entity if I choose to act in any other form
than individually) for the above stated claims and causes of action.
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