Accredited Investor Disclosure and Disclaimer (“Disclosure”)

The information on this website, Fig Investments, operated by Volatility Labs Inc. (“Fig Platform”, “We”, “Us”) is provided for general informational purposes only and does not constitute a solicitation for investment. The information contained on Fig Platform is not intended to be comprehensive and does not constitute legal, financial, or other professional advice. You should consult with a qualified professional before making any investment decisions. Fig Platform does not provide investment advice or recommendations, and the information contained on Fig Platform should not be relied upon in making any investment decisions. Any investments mentioned on Fig Platform may be speculative and involve a high degree of risk. Past performance is not indicative of future results, and there is no guarantee that any investment will achieve its objectives. You should carefully consider the suitability of any investment in light of your financial situation and investment objectives before making an investment decision. The inclusion of any links on Fig Platform does not imply any endorsement of the linked website or its content. We are not responsible for the content of any linked website and you access such links at your own risk.

All products and services offered by Fig Platform are only to be accessed by an Accredited Investor as defined below.

An “Accredited Investor” carries the meaning of National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) by virtue of satisfying the indicated criterion:

  1. a Canadian financial institution, or a Schedule III bank; or
  2. the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
  3. a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; or
  4. a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; or
  5. an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); or
  6. an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
  7. the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; or
  8. a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; or
  9. any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or
  10. a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada; or
  11. an individual who, either alone or with a spouse, beneficially owns financial assets (which term excludes real estate) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000; or
  12. an individual who beneficially owns financial assets (which term excludes real estate) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000; or
  13. 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; or
  14. an individual who, either alone or with a spouse, has net assets that exceed $5,000,000; or
  15. a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; or
  16. an investment fund that distributes or has distributed its securities only to
  17. a person that is or was an accredited investor at the time of the distribution;
  18. a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [“Minimum Amount Investment exemption”] or 2.19 [“Additional Investment in Investment Funds exemption”] of NI 45-106; or
  19. a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [“Investment Fund Reinvestment exemption”] of NI 45-106; or
  20. an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; or
  21. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; or
  22. a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; or
  23. a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; or
  24. an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; or
  25. a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in this Disclosure); or
  26. an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
  27. a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or
  28. a  trust established by an accredited investor (as defined in this Disclosure) for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors (as defined in this Disclosure) and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

All dollar amounts referred to in this Disclosure are expressed in Canadian dollars.

For the purposes of this Disclosure:

  1. A trust company or trust corporation described in paragraph (p) above, other than a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, is deemed to be purchasing as principal; and
  2. A person described in paragraph (q) above is deemed to be purchasing as principal.

For the purposes of this Disclosure, the following definitions apply:

“Additional Investment in Investment Funds exemption” refers to the following exemption:

(a)        The prospectus requirement does not apply to a distribution by an investment fund or the investment fund manager of the fund, of a security of the investment fund’s own issue to a security holder of the investment fund if

  1. the security holder initially acquired securities of the investment fund as principal for an acquisition cost of not less than $150,000 paid in cash at the time of the distribution,
  2. the distribution is in respect of a security of the same class or series as the securities initially acquired as described in subsection (i), and
  3. the security holder, as at the date of the distribution, holds securities of the investment fund that have an acquisition cost of not less than $150,000, or a net asset value of not less than $150,000;

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

“Canadian financial institution” means

  1. an association governed by the Cooperative Credit Associations Act (Canada) or a central credit cooperative society for which an order has been made under section 473(1) of that Act, or
  2. a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“control person” has the same meaning ascribed to that term under applicable securities legislation and in British Columbia is defined as follows:

  1. a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or
  1. each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer.

 “director” means

(a)        a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b)        with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“eligibility adviser” means

  1. a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and
  2. in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not
  1. have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and
  2. have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

“executive officer” means, for an issuer, an individual who is

  1. a chair, vice-chair or president,
  2. a vice-president in charge of a principal business unit, division or function including sales, finance or production, or
  3. performing a policy-making function in respect of the issuer;

“financial assets” means cash, securities or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation; and specifically excludes real estate.  For the purposes of paragraphs (j) and (j.1) above, financial assets are those financial assets which are beneficially owned.  The following factors are indicative of beneficial ownership of financial assets:

  1. physical or constructive possession of evidence of ownership of the financial asset;
  1. entitlement to receipt of any income generate d by the financial asset;
  2. risk of loss of the value of the financial asset; and
  3. the ability to dispose of the financial asset or otherwise deal with it as the individual sees fit.

Financial assets are generally liquid or relatively easy to liquidate.  Realizable value of financial assets generally means the fair market value of the assets that may reasonably be obtained in an orderly liquidation. To satisfy the thresholds in paragraphs (j) and (j.1) above, the value must be net of related liabilities.

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

“founder” means, in respect of an issuer, a person who,

  1. acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and
  2. at the time of the distribution or trade is actively involved in the business of the issuer;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes

  1. an employee venture capital corporation that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act, R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments, and
  2. a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act, R.S.B.C. 1996 c. 429, whose business objective is making multiple investments;

“Investment Fund Reinvestment exemption” refers to the following exemption:

  1. Subject to subsections (c), (d), (e) and (f) of this definition, the prospectus requirement does not apply to the following distribution by an investment fund, and the investment fund manager of the fund, to a security holder of the investment fund if the distributions are permitted by a plan of the investment fund:
  1. a distribution of a security of the investment fund’s own issue if dividends or distributions out of earnings, surplus, capital or other sources payable in respect of the investments fund’s securities is applied to the purchase of the security that is of the same class or series as the securities to which the dividends or distributions out of earnings, surplus, capital or other sources are attributable, and
  2. subject to subsection (b), a distribution of a security of the investment fund’s own issue if the security holder makes optional cash payments to purchase the security of the investment fund that is of the same class or series of securities described in paragraph (i) that trade on a marketplace.
  1. The aggregate number of securities issued under the optional cash payment referred to in subsection (a)(ii) must not exceed, in any financial year of the investment fund during which the trade takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year.
  2. A plan that permits the distributions described in subsection (a) must be available to every security holder in Canada to which the dividend or distribution out of earnings, surplus, capital or other sources is available.  
  3. A person must not charge a fee for a distribution described in subsection (a).
  4. An investment fund that is a reporting issuer and is a continuous distribution must set out in its current prospectus (i) details of any deferred or contingent sales charge or redemption fee that is payable at the time of the redemption of the security, (ii) any right that the security holder has to make an election to receive cash instead of securities on the payment of a dividend or making of a distribution by the investment fund, and (iii) instructions on how the right referred to in paragraph (ii) can be exercised.
  5. An investment fund that is a reporting issuer and is not in continuous distribution must provide the information required by subsection (e) in its prospectus, annual information form or a material change report.

“jurisdiction” or “jurisdiction of Canada” means a province or territory of Canada except when used in the term foreign jurisdiction;

“local jurisdiction” means, in a national instrument or multilateral instrument adopted or made by a Canadian securities regulatory authority, the jurisdiction in which the Canadian securities regulatory authority is situate;

“Minimum Amount Investment exemption” refers to the following exemption:

  1. The prospectus requirement does not apply in respect of a distribution in a security to a person if all of the following apply:
  1. that person is not an individual;
  2. that person purchases as principal;
  3. the security has an acquisition cost to that person of not less than Cdn$150,000 paid in cash at the time of the distribution;
  4. the distribution is in a security of a single issuer.
  1. Subsection (a) does not apply to a distribution of a security to a person if the person was created or is used solely to purchase or hold securities in reliance on this exemption from the prospectus requirement set out in subsection (a);

“mutual fund” has the meaning ascribed to that term under applicable securities legislation and in British Columbia includes an issuer of a security that entitles the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the security;

“net assets” means total assets (including real estate) less total liabilities (including mortgages).  For the purposes of paragraph (l) above, the value attributed to assets should reasonably reflect their estimated fair value and tax is considered a liability to be deducted if the obligation to pay the tax is outstanding at the date of closing of the purchase of the Securities.

“non-redeemable investment fund” means an issuer

  1. whose primary purpose is to invest money provided by its securityholders,
  2. that does not invest,
  1. for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or
  2. for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and
  1. that is not a mutual fund;

“person” includes

  1. an individual,
  2. a corporation,
  3. a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
  4. an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“regulator” means, for the local jurisdiction, the person referred to in Appendix D of National Instrument 14-101, opposite the name of the local jurisdiction;

“related liabilities” means

  1. liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
  2. liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“securities legislation” means the applicable securities legislation of a jurisdiction of Canada;

“spouse” means, an individual who,

  1. is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
  2. is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
  3. in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

For the purpose hereof, an issuer is an affiliate of another issuer if

  1. one of them is the subsidiary of the other, or
  2. each of them is controlled by the same person.

For the purpose hereof, a person (first person) is considered to control another person (second person) if

  1. the first person beneficially owns or directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,
  1. the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or
  2. the second person is a limited partnership and the general partner of the limited partnership is the first person.

For the purpose hereof, for residents of Manitoba, “distribution” means a primary distribution to the public.

For the purpose hereof, for residents of Québec, “trade” refers to any of the following activities:

  1. the activities described in the definition of “dealer” in section 5 of the Securities Act (Québec), including the following activities;
  1. the sale or disposition of a security by onerous title, whether the terms of payment be on margin, instalment or otherwise, but does not include, a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provide in paragraph (b);
  2. participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system;
  3. the receipt by a registrant of an order to buy or sell a security;
  1. a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt.

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