Regulatory Information

Backers Securities Inc. relies on the exemption from the dealer registration requirement in section 3 of National Instrument 45-110, Start-Up Crowdfunding Registration and Prospectus Exemptions. Backers has delivered the applicable portal notices for Ontario, Alberta, and British Columbia.

Category

Start-Up Crowdfunding Portal - Exemption

NRD number

76020

Active jurisdictions

ON, AB, BC

You can verify the category and jurisdictions through the Canadian Securities Administrators' National Registration Search by searching for "Backers". An NRD number and a listing under an exemption do not mean that Backers is a registered dealer.

Each distribution is made by the issuer under the prospectus exemption in NI 45-110. Neither the securities regulatory authority nor regulator has reviewed or approved the offering, the offering document, or the securities.

Backers' purchaser flow is designed to keep these steps connected to one transaction:

1. Acknowledge that Backers is an exempt, non-registered portal that does not advise.
2. Complete the identity, age, residence, and eligibility information required for the transaction.
3. Receive access to the current Form 45-110F1 Offering Document and stated security terms.
4. Complete and electronically sign Form 45-110F2 Risk Acknowledgement.
5. Confirm the offering-specific matters presented and enter a subscription amount.
6. Use the unique payment instructions issued for that subscription.

Backers versions the offering document and records the document and acknowledgement tied to a subscription. It does not claim to measure reading time or comprehension. A profile, video, live pitch, update, or conversation does not replace the offering document or prescribed risk acknowledgement.

NI 45-110 limits an issuer to distributing no more than $2,500 of securities to one purchaser in one offering. The limit can be $10,000 for that offering if the purchaser has obtained advice from a registered dealer that the investment is suitable. Backers is not a registered dealer and cannot provide that suitability advice.

The subscription agreement provides a right to withdraw by delivering notice to the funding portal no later than midnight on the second business day after entering the agreement. If the issuer amends its offering document, the purchaser receives notice and a further withdrawal period ending no later than midnight on the second business day after that notice.

Use the withdrawal control or instructions associated with the investment record. Backers must return purchaser assets within the period required by NI 45-110 after receiving a valid withdrawal notice.

Backers maintains each purchaser's assets separate and apart from its own assets, in trust for the purchaser. Cash is held in a designated trust account at a Canadian financial institution. An issuer does not receive those assets merely because an investor has made a commitment or initiated a transfer.

A distribution does not close unless required payments have been received through the Platform, the disclosed minimum has been reached, the applicable withdrawal periods have expired, and the other closing conditions are met. Backers then releases the amount due to the issuer and provides required notices and records.

If the minimum is not reached by the applicable deadline, or the issuer withdraws the distribution, Backers notifies affected purchasers and takes reasonable steps to return their assets. Bank processing can occur after the portal creates the return instruction; the external settlement result is reconciled to the Backers record.

Among other conditions in NI 45-110, an issuer using this exemption must:

• have its head office in Canada;
• not be a reporting issuer or an investment fund;
• offer an eligible security of its own issue;
• complete and provide Form 45-110F1 Offering Document;
• state the intended use of funds and the minimum required to close;
• close the crowdfunding distribution no later than the permitted 90-day deadline;
• remain within the $1.5 million issuer-group limit for the applicable 12-month period; and
• promptly correct an offering document that becomes inaccurate.

Eligible securities include common shares, certain non-convertible preference shares, securities convertible into those shares, non-convertible fixed- or floating-rate debt, limited partnership units, and certain cooperative or association shares. The security offered in a particular distribution is the one stated in its current offering document.

Bootcamp completion, a public profile, optional paid services, or selection for Backers LIVE does not satisfy these conditions and does not guarantee portal approval or a successful closing.

NI 45-110 requires an exempt funding portal to maintain records at its head office for eight years from creation that accurately record its financial affairs, client transactions, and compliance with the Instrument. Backers also keeps version, signature, acknowledgement, audit, payment, closing, and operational evidence needed to administer the Platform and its obligations.

Backers maintains procedures for notifying purchasers for whom it holds assets if the portal becomes insolvent or discontinues operations and for returning those assets. Purchaser assets held in trust remain separate from Backers' operating assets. See the Privacy Policy for how legal retention interacts with access, correction, account closure, and deletion requests.

NI 45-110 requires the portal to publish specified business and residence information for each portal principal. The current disclosure follows.

The summary on this page is written for navigation and does not replace securities legislation, NI 45-110, its prescribed forms, local requirements, or a transaction's current documents. Official materials are available directly from securities regulators:

• Current NI 45-110 instrument and forms
• Alberta Securities Commission NI 45-110 materials
• Canadian Securities Administrators National Registration Search

Questions about Backers' portal status or a Backers transaction can be sent to team@backers.ca. Include the offering or transaction reference where relevant, but do not send identity documents or banking credentials by ordinary email.