Offering Memorandum Summary Clause (Purchaser Rights)

Summary

This clause summarizes an investor's rights when purchasing securities offered under an offering memorandum in reliance on an exemption from the prospectus requirement in Canada. This clause includes practical guidance, sample clauses and drafting notes. To rely on the offering memorandum exemption in National Instrument 45-106 Prospectus Exemptions ("NI 45-106"), the issuer must deliver an offering memorandum to the purchaser in compliance with the applicable required form at the same time or before the purchaser signs the agreement to purchase the security (along with fulfilling other requirements specific to the jurisdiction). The required form for non-qualifying issuers is Form 45-106F2 and the required form for qualifying issuers is Form 45-106F3. A qualifying issuer means a reporting issuer in a jurisdiction of Canada that (a) is a SEDAR+ filer, (b) has filed all required documents under the securities legislation of that jurisdiction, and (c) if not required to file an annual ...