NOA understands that each investment is subject to the Investment Canada Act, R.S.C., 1985, c. 28 (1st Supp.), as amended from time to time (the “ICA”). NOA requires all of its investors to abide by all federal and applicable provincial regulations including those in the ICA. NOA encourages its investors and clients to consult the resources provided by Innovation, Science and Economic Development Canada’s (“ISED”) Investment Review Division forty-five (45) days in advance of implementing any investment activity.

By submitting the form provided, I affirm my adherence to the Ontario Securities Commission’s criteria for an “accredited investor” as outlined in Rule 45-802 such as:

• An individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
• An individual whose net income, before taxes, exceeded $200,000 in each of the two most recent calendar years, or whose net income, before taxes, combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years, and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
• An individual who, either alone or with a spouse, has net assets of at least $5,000,000; and
• A person, other than an individual or investment fund, who has net assets of at least $5,000,000, as shown on their most recently prepared financial statements.

AND I MAKE THIS DECLARATION knowing that it is a precondition to my acceptance as a member of an Angel Investment Group.

I understand that Northern Ontario Angels (NOA) is not a venture fund, investment bank, broker/dealer, investment clearinghouse, investment portal, or any other form of investment advisor or otherwise, and is not registered with the Ontario Securities Commission or any provincial securities commission. NOA does not provide advice, recommendation, or any other indication of appropriateness or inappropriateness for a particular investment. NOA does not endorse any investment opportunity provided by companies submitting to NOA for presentation or otherwise. The funds (each a “Fund” and collectively the “Funds”) featured on NOA’s website and/or publications or advertising have purchased sponsorships from NOA only and are not associates, affiliates, partners, agents, fiduciaries, or representatives of NOA. NOA does not evaluate any claims made by the Funds and has not made and does not make any express or implied representation or warranty on behalf of any Fund, including any representation or warranty as to the accuracy or completeness of any information regarding any Fund or furnished by or made available by any Fund or as to the future profitability or success of any Fund.

I must conduct my own analysis and due diligence to determine the appropriateness of any investment I make in any company to which I am introduced through NOA. NOA strongly recommends that all potential investors conduct their own independent investigation, review and analysis of the condition (financial or otherwise), business and prospects of any Fund in which they may invest and obtain independent advice from their legal, accounting and financial advisors. As a result, I recognize and agree that neither NOA nor its representatives or agents are responsible or liable for any investment decision I make. The choice to use and the manner of utilization of information and knowledge gained through NOA is my individual and personal choice. I understand that past performance may not be indicative of future results. Therefore, I should not assume that the future performance of any specific investment or investment strategy will be profitable or equal to corresponding past performance levels. Each investment decision I make should be determined with reference to the specific information available for such investment, and not based upon the success of part recommendations.

I understand that any purchase of equity or other investment transaction shall be with the respective company, without involvement of, or participation by NOA.

I understand that NOA meetings are not an offer or solicitation to buy any security by NOA or any other entity.

I solemnly declare that I will not disclose any information of any nature or kind that comes to my knowledge respecting or relating to any client, former client, employee, former employee or Board Member of Northern Ontario Enterprise Gateway o/a Northern Ontario Angels, including any programs or services provided to a client, except in accordance with my duties as an Investor as required by law.

I acknowledge that this declaration shall remain in force and effect during my tenure with NOA as a potential Investor and shall continue after my tenure as an Investor.

I understand that disclosure of confidential information may result in a finding of liability against me and that NOA shall not indemnify me for a breach of confidentiality which results in me being fined or results in an award of damages against me.

I have read this declaration in its entirety and am aware of and understand the contents of this declaration.