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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Urban Barns Foods Inc (CE) | USOTC:URBF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
1
|
Name of Reporting Person
Dundee Agricultural Corporation
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
WC
|
||
5
|
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6
|
Citizenship or Place of Organization
Ontario, Canada
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
|
Sole Voting Power
-0-
|
|
8
|
Shared Voting Power
110,411,585 Shares
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
110,411,585 Shares
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
110,411,585 Shares
|
||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13
|
Percent of Class Represented by Amount in Row (11)
39.8 %
|
||
14
|
Type of Reporting Person (See Instructions)
CO
|
1
|
Name of Reporting Person
Dundee Corporation
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
WC
|
||
5
|
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6
|
Citizenship or Place of Organization
Ontario, Canada
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
|
Sole Voting Power
-0-
|
|
8
|
Shared Voting Power
110,411,585 Shares
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
110,411,585 Shares
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
110,411,585 Shares
|
||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13
|
Percent of Class Represented by Amount in Row (11)
39.8 %
|
||
14
|
Type of Reporting Person (See Instructions)
CO
|
1
|
Name of Reporting Person
Ned Goodman
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
WC
|
||
5
|
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6
|
Citizenship or Place of Organization
Canada
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
|
Sole Voting Power
-0-
|
|
8
|
Shared Voting Power
110,411,585 Shares
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
110,411,585 Shares
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
110,411,585 Shares
|
||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13
|
Percent of Class Represented by Amount in Row (11)
39.8 %
|
||
14
|
Type of Reporting Person (See Instructions)
IN
|
(a) | the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
(b)
|
any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
(c)
|
a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
|
(d)
|
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
(e)
|
any material change in the present capitalization or dividend policy of the Issuer;
|
(f)
|
any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
|
(g)
|
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;
|
(h)
|
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
(i)
|
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
(j)
|
any action similar to any of those enumerated above.
|
(a) - (b) | Each of the Reporting Persons beneficially owns an aggregate of 110,411,585 shares of Class A Common Stock. representing 39.82% of the Issuer’s issued and outstanding Class A Common Stock (based on 281,182,847 shares of Class A Common Stock outstanding as set forth in the Issuer’s Annual Report on Form 10-K for the financial year ended July 31, 2014). Each of the Reporting Persons shares the power to vote and dispose of the shares of Class A Common Stock with the other Reporting Persons. |
(c) | On October 29, 2013, DAC purchased from the Issuer an aggregate 67,567,568 shares of the Class A Common Stock at a price of US$0.0148 per share in a private placement as an investment. In connection with the transaction, the Issuer agreed to elect two persons nominated by DAC to the board of directors of the Issuer. |
On December 23, 2013, DAC purchased an additional 21,750,000 shares of the Class A Common at a price of US$0.0148 per share in a private transaction with a third party. | |
On April 25, 2014, DAC purchased an additional 17,094,017 shares of Class A Common Stock at a price of $0.0234 per share in a private transaction with a third party. | |
(d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s shares held by the Reporting Persons. |
(e) | Not applicable. |
Exhibit 1. | Joint Filing Agreement of the Reporting Persons. |
Exhibit 2. | Private Placement Subscription for Non U.S. Subscriber |
DUNDEE AGRICULTURAL CORPORATION
|
||
By:
|
/s/ Tochi Lewis Asonye | |
Name: Tochi Lewis Asonye
|
||
Title: Director
|
DUNDEE CORPORATION
|
||
By:
|
/s/ Sivan Fox
|
|
Name: Sivan Fox
|
||
Title: VP Legal
|
NED GOODMAN
|
||
/s/ Ned Goodman | |
Ned Goodman
|
Goodman, Ned | Chief Executive Officer, President |
Hueniken, Horst | Vice President |
Presot, Lucie | Vice President & Chief Financial Officer |
Name
|
Citizenship
|
Present Business Address
|
Present Principal Occupation
|
Beauchamp, Normand
|
Canada
|
Technosport International
7850 Bombardier St.
Anjou, Montreal, Quebec H1J 2G3
|
President, Capital NDSL Inc.
|
Cooper, Michael Jay
|
Canada
|
DREAM Unlimited Corp.
State Street Financial Centre
30 Adelaide Street East, Suite 1600
Toronto, Ontario M5C 3H1
|
President and Chief Executive Officer, DREAM Unlimited Corp.
|
Goodman, Ned
|
Canada
|
Dundee Corporation
21st Floor, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
|
Chairman, Dundee Corporation
|
Goodman, Daniel Todd
|
Canada
|
GFI Investment Counsel Ltd.
2 St. Clair Avenue East, Suite 1204
Toronto, Ontario M4T 2T5
|
President and Chief Executive Officer, GFI Investment Counsel Ltd.
|
Goodman, David Jason
|
Canada
|
Dundee Corporation
21st Floor, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
|
President and Chief Executive Officer, Dundee Corporation
|
Goodman, Mark Elliot
|
Canada
|
Dundee Corporation
21st Floor, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
|
Executive Vice President and Chief Operating Officer, Dundee Corporation
|
Gordon, Harold Philip
|
Canada
|
Dundee Corporation
21st Floor, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
|
Vice Chairman, Dundee Corporation
|
Jacob, Ellis
|
Canada
|
Cineplex Inc.
1303 Yonge Street
Toronto, Ontario M4T 2Y9
|
President and Chief Executive Officer, Cineplex Inc.
|
Lowy, Frederick H.
|
Canada
|
Dundee Corporation
21st Floor, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
|
Senior Fellow of Massey College, University of Toronto and President Emeritus of Concordia University
|
MacRae, Garth A.C.
|
Canada
|
Dundee Corporation
21st Floor, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
|
Director, Dundee Corporation
|
McLeish, Robert
|
Canada
|
Dundee Corporation
21st Floor, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
|
Consultant
|
Sinclair, A. Murray
|
Canada
|
Earlston Investments Corp.
Suite 1703, 595 Burrard St.
Vancouver, British Columbia V7X 1J1
|
Chief Investment Officer, Earlston Investments Corp.
|
Soames, Jeremy
|
United Kingdom
|
Barbican Managing Agency Limited
33 Gracechurch Street
London EC3V 0Bt
United Kingdom
|
Chairman, Barbican Managing Agency Limited
|
Sparks, K. Barry
|
Canada
|
Torvan Capital
141 Adelaide Street West, Suite 610
Toronto, Ontario M5H 3L5
|
President of Torvan Capital Group
|
Name | Title |
Aikman, Jonathan | Vice President |
Attanasio, Mark | Vice President |
Fox, Sivan | Vice President, Legal |
Goodman, Ned | Chairman |
Goodman, Mark Elliot | Executive Vice President & Chief Operating Officer |
Goodman, David Jason | President & Chief Executive Officer |
Mance, Lillian | Secretary |
Montesano, Perina | Vice President, Internal Audit |
Ng, Kevin | Vice President, Taxation |
Presot, Lucie O. | Vice President & Chief Financial Officer |
Ruby, Naomi | Vice President, Human Resources |
Thibault, Jean-Francois | Vice President |
DUNDEE AGRICULTURAL CORPORATION
|
||
By:
|
/s/ Tochi Lewis Asonye | |
Name: Tochi Lewis Asonye
|
||
Title: Director
|
DUNDEE CORPORATION
|
||
By:
|
/s/ Sivan Fox
|
|
Name: Sivan Fox
|
||
Title: VP Legal
|
NED GOODMAN
|
||
/s/ Ned Goodman | |
Ned Goodman
|
1.
|
COMPLETE the information on pages 2-3 and pages 7-9 of this Subscription Agreement, and Exhibit A, if applicable.
|
2.
|
SCAN & EMAIL a copy of pages 2-3 and pages 7-9 of this Subscription Agreement, and Exhibit A, if applicable.
|
●
|
Execute and deliver this Subscription Agreement; and
|
●
|
In respect of each subscription, payment of the Aggregate Subscription Price, either by
|
-
|
a certified cheque or bank draft payable to “Urban Barns Foods Inc.” and dated as of the date of the subscription in US FUNDS
|
-
|
or a wire transfer in US FUNDS.
|
|
___________________________________________________
(Name of Subscriber - please print)
By: ________________________________________________
(Authorized Signature)
___________________________________________________
(Official Capacity or Title - please print)
___________________________________________________
(Please print name of individual whose signature appears above
if different than the name of the subscriber printed above.)
___________________________________________________
(Subscriber's Address)
___________________________________________________
(City, Province, Postal Code)
___________________________________________________
(Telephone Number)
___________________________________________________
(E-Mail Address) ___________________________________________________
By executing this Subscription Agreement, you are consenting to
the collection, use and disclosure of personal information in the
manner described in the privacy notices in paragraphs 11.1 and
11.2 of this Subscription Agreement.
___________________________________________________ |
# of Common Shares___________________________________________________
Aggregate Subscription Price: US$ ___________________________________________________
Disclosed Beneficial Principal Information:
If the Subscriber is signing as agent for a principal and is not deemed to be purchasing as principal in reliance upon the accredited investor exemption pursuant to NI 45-106 (as defined herein) by virtue of being either (i) a trust company or trust corporation acting on behalf of a fully managed account managed by the trust company or trust corporation as the case may be or, (ii) a person acting on behalf of a fully managed account managed by it, and in each case satisfying the criteria set forth in NI 45-106, complete the following and ensure that Exhibit A is completed in respect of such principal (a "Disclosed Beneficial Principal"):
___________________________________________________
(Name of Disclosed Beneficial Principal)
___________________________________________________
(Disclosed Beneficial Principal's Address)
___________________________________________________
(Disclosed Beneficial Principal's Telephone Number)
___________________________________________________
(Disclosed Beneficial Principal's E-Mail Address)
|
Register the Common Shares as set forth below:
___________________________________________________
(Name)
___________________________________________________
(Account reference, if applicable)
___________________________________________________
(Address)
___________________________________________________
(City, Province, Postal Code)
|
Deliver the Common Shares as set forth below:
___________________________________________________
(Name)
___________________________________________________
(Account reference, if applicable)
___________________________________________________
(Contact Name)
___________________________________________________
(Address)
___________________________________________________
(City, Province, Postal Code)
|
|
o
|
Receive the share Certificate and hold for 6 months and return to the company and we will have our securities lawyer issue an opinion letter to the Transfer agent to re-issue as free trading stock certificate (no cost to the investor)
|
|
o
|
Receive the share Certificate and give to your broker to hold for 6 months and they will have their securities lawyer issue an opinion letter to the Transfer agent to re-issue as free trading stock certificate (cost to the investor)
|
|
o
|
Request the company to hold the share Certificate and hold for 6 months and the company will have our securities lawyer issue an opinion letter to the Transfer agent to re-issue as free trading stock certificate and the company will send the certificate directly to the investor or to their broker (no cost to the investor).
|
1.
|
SUBSCRIPTION
|
3.
|
CLOSING
|
(a)
|
none of the Securities have been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state and provincial securities laws;
|
(b)
|
the Company will refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
|
(c)
|
the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon a review of publicly available information regarding the Company available on the website of the United States Securities and Exchange Commission (the "SEC") available at www.sec.gov (the "Company Information");
|
(d)
|
the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company regarding the Offering (as defined herein), and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
|
(e)
|
the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
|
(f)
|
the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
|
(g)
|
the Subscriber will indemnify and hold harmless the Company and its directors from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
|
(h)
|
the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
|
(i)
|
the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
|
(i)
|
any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
|
(ii)
|
applicable resale restrictions;
|
(j)
|
the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
|
(k)
|
the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
|
(l)
|
the Company has advised the Subscriber that, if the Subscriber is a Canadian resident, the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided, including statutory rights of rescission or damages, may not be available to the Subscriber;
|
(m)
|
no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange, except that certain market makers currently maintain a market for the Company’s shares of common stock on the over-the-counter bulletin board in the United States (the "OTC Bulletin Board");
|
(n)
|
neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
|
(o)
|
no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators or provincial securities regulatory authorities;
|
(p)
|
there is no government or other insurance covering any of the Securities;
|
(q)
|
this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason;
|
(r)
|
the Shares subscribed for by it hereunder form part of a larger issuance and sale by the Company of up to 67,567,567 Shares at an issue price of $0.0148 per Share (the "Offering");
|
(s)
|
there are risks associated with the purchase of the Shares, which securities are a speculative investment that involves a high degree of risk of loss of the Subscriber's entire investment;
|
(t)
|
the Company may complete additional financings in the future in order to develop the proposed business of the Company and to fund its ongoing development. There is no assurance that such financings will be available and if available, on reasonable terms. Any such future financings may have a dilutive effect on existing shareholders, including the Subscriber (if this subscription is accepted and the Shares are issued to the Subscriber). If such future financings are not available, the Company may be unable to fund its ongoing development and the lack of capital resources may result in the failure of its business venture; and
|
(u)
|
the Subscriber is capable of assessing the proposed investment as a result of the Subscriber's financial experience or as a result of advice received from a registered person other than the Company or any affiliates thereof.
|
(a)
|
the Subscriber it has been independently advised as to the restrictions with respect to trading in the Shares imposed by applicable securities legislation in the jurisdiction in which it resides or to which it is otherwise subject, it confirms that no representation (written or oral) has been made to it by or on behalf of the Company with respect thereto, it acknowledges that it is aware of the characteristics of the Shares, the risks relating to an investment therein and of the fact that it will not be able to resell the Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until the expiration of the applicable restricted period and compliance with the other requirements of applicable law; and it agrees that the certificates representing the Shares will bear a legend indicating that the resale of such securities is restricted and it further acknowledges that it should consult its own legal counsel in its jurisdiction of residence or to which it is otherwise subject for full particulars of applicable resale restrictions and that it is the Subscriber's responsibility to comply with such restrictions before selling the Shares;
|
(b)
|
the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature, or any other document describing or purporting to describe the business and affairs of the Company which has been prepared for delivery to, and review by, prospective purchasers in order to assist it in making an investment decision in respect of the Shares and that the decision to enter into the Subscription Agreement and purchase the Shares has not been based upon any verbal or written representation as to fact or otherwise made by or on behalf of the Company except as set forth herein;
|
(c)
|
the Subscriber has not become aware of nor has it purchased the Shares as a result of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the Company or the distribution of the Shares;
|
(d)
|
unless the Subscriber is purchasing under subparagraph 5.1(e), the Subscriber is purchasing the Shares as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Shares, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the "Subscriber's Address" on the face page hereof and it fully complies with one or more of the criteria set forth below:
|
(i)
|
it is a Person resident in or otherwise subject to applicable securities laws of a jurisdiction other than Saskatchewan or Ontario and it is one of the following (please initial beside applicable category):
|
_______
|
(A)
|
a director, executive officer or "control person" (as defined in National Instrument 45 -106 "Prospectus and Registration Exemptions" ("NI 45-106") of the Canadian Securities Administrators) of the Company, or of an affiliate (as defined in NI 45-106) of the Company; or
|
|
_______
|
(B)
|
a spouse, parent, grandparent, brother, sister or child of any person referred to in subparagraph (A) above; or
|
|
_______
|
(C)
|
a parent, grandparent, brother, sister or child of the spouse of any person referred to in subparagraph (A) above; or
|
|
_______
|
(D)
|
a "close personal friend" of any person referred to in subparagraph (A) above, and, if requested by the Company or its counsel, will provide a signed statement describing the relationship with any such person; or
|
|
_______
|
(E)
|
a "close business associate" of any person referred to in subparagraph (A) above and, if requested by the Company or its counsel, will provide a signed statement describing the relationship with any such person; or
|
|
_______
|
(F)
|
an individual, corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons, whether incorporated or not, or an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative (each a "Person" and collectively, "Persons") who, acting alone, in conjunction, or in concert with one or more other Persons, directly or indirectly, took the initiative in founding, organizing or substantially reorganizing the business of the Company and, as of the Closing Date, is actively involved in the business of the Company (a "Founder") or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a Founder of the Company, and, if requested by the Company or its counsel, will provide a signed statement describing the relationship with any such Founder; or
|
|
_______
|
(G)
|
a parent, grandparent, brother, sister or child of a spouse of a Founder of the Company; or
|
|
_______
|
(H)
|
a Person of which a majority of the voting securities are beneficially owned by, or a majority of directors are, persons described in subparagraphs (A) through (G) above; or
|
|
_______
|
(I)
|
a trust or estate of which all of the beneficiaries or a majority of the trustees are persons described in subparagraphs (A) through (G) above; or
|
(ii)
|
it is resident in or otherwise subject to the applicable securities legislation of Ontario and it is one of the following (please initial):
|
_______
|
(A)
|
a founder of the Company; or
|
|
_______
|
(B)
|
an affiliate of a founder of the Company;
|
|
_______
|
(C)
|
a spouse, parent, brother, sister, grandparent or child of an executive officer, director or founder of the Company; or
|
|
_______
|
(D)
|
a person that is a control person of the Company; or
|
(iii)
|
it is (please initial beside applicable category):
|
_______
|
(A)
|
an employee of the Company; or
|
|
_______
|
(B)
|
an executive officer of the Company (being an individual who is (I) a chair, vice-chair or president, (II) a vice-president in charge of a principal business unit, division or function including sales, finance or production, (III) an officer of the Company or any of its subsidiaries and who performs a policy-making function in respect of the Company, or (IV) performing a policy-making function in respect of the Company); or
|
|
_______
|
(C)
|
a director of the Company; or
|
|
_______
|
(D)
|
a consultant of the Company (being a Person, other than an employee, executive officer, or director of the Company or of a related entity of the Company, that (I) is engaged to provide services to the Company or a related entity of the Company, other than services provided in relation to a distribution, (II) provides the services under a written contract with the Company or a related entity of the Company, and (III) spends or will spend a significant amount of time and attention on the affairs and business of the Company or related entity of the Company; and includes, for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner); or
|
|
_______
|
(E)
|
an employee, executive officer, director or consultant of a related entity of the Company; or
|
|
_______
|
(F)
|
a trustee, custodian, or administrator acting on behalf of, or for the benefit of, any person referred to in subparagraphs (A) through (E) above; or
|
|
_______
|
(G)
|
a holding entity (being a Person that is controlled by an individual) of any person referred to in subparagraphs (A) through (E) above; or
|
_______
|
(H)
|
an RRSP or a RRIF of any person referred to in subparagraphs (A) through (E) above; or
|
|
_______
|
(I)
|
a spouse of any person referred to in subparagraphs (A) through (E) above (a "spouse" being an individual who (I) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (II) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (III) in Alberta only, is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta)); or
|
|
_______
|
(J)
|
(J) a trustee, custodian, or administrator acting on behalf of, or for the benefit of, the spouse of any person referred to in subparagraphs (A) through (E) above; or
|
|
_______
|
(K)
|
(K) a holding entity of the spouse of any person referred to in subparagraphs (A) through (E) above; or
|
|
_______
|
(L)
|
(L) an RRSP or a RRIF of the spouse of any person referred to in subparagraphs (A) through (E) above;
|
(iv)
|
it is resident in or otherwise subject to the applicable securities laws of a Province of Canada, it is an "accredited investor", as such term is defined in NI 45-106, it is not a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of "accredited investor" in NI 45-106 and has initialed in Exhibit A to this Subscription Agreement indicating that the Subscriber satisfies one of the categories of "accredited investor" set forth in such definition;
|
(e)
|
if it is not purchasing the Shares as a principal under subparagraph 5.1(d) hereof, it is duly authorized to enter into this Subscription Agreement and to execute and deliver all documentation in connection with the purchase on behalf of each beneficial purchaser for whom it is acting, each of whom is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Shares, it acknowledges that the Company is required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Shares for whom it may be acting, it and each beneficial purchaser is resident in or otherwise subject to the jurisdiction set out as the "Subscriber's Address" and "Principal's Address", respectively, on the face page hereof, and each beneficial purchaser complies with subparagraph 5.1(d) hereof by virtue of its place of residence or by virtue of the securities laws of such place being applicable to the Subscriber or it is acting as agent for one or more Disclosed Beneficial Principals, each of such principals is purchasing as principal for its own account, not for the benefit of any other person, for investment only, and not with a view to the resale or distribution of all or any of the Shares, and each of such principals complies with subparagraph 5.1(d) hereof as are applicable to it;
|
(f)
|
if it or any beneficial purchaser for whom it is acting is a resident of or otherwise subject to applicable securities laws of any jurisdiction referred to in the preceding paragraphs 5.1(d) or 5.1(e ) but is not purchasing thereunder, it is purchasing pursuant to an exemption from prospectus requirements (particulars of which are enclosed herewith) available to it under applicable securities legislation and shall deliver to the Company such further particulars of the exemption(s) and the Subscriber's qualifications thereunder as the Company or its counsel may request; and
|
(g)
|
the Subscriber (i) is not a U.S. Person (as defined in Rule 902 of Regulation S ("Regulation S") under the United States Securities Act of 1933 (the "U.S. Act "), which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the Shares for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Investor set forth herein below; and (iii) was not offered any Shares in the United States and was outside the United States at the time of execution and delivery of this Agreement;
|
(h)
|
No U.S. beneficial interest: no U.S. Person, either directly or indirectly, has any beneficial interest in any of the Shares acquired by the Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting:
|
(i)
|
the transfer or any assignment of any rights or interest in any of the Shares;
|
(ii)
|
the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or
|
(iii)
|
the voting of the Shares;
|
(i)
|
the Subscriber is resident in the jurisdiction set out on page 2 of this Subscription Agreement;
|
(j)
|
the Subscriber:
|
(i)
|
is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Shares,
|
(ii)
|
is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
|
(iii)
|
acknowledges that the applicable securities laws of the authorities in the International Jurisdiction may not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
|
(iv)
|
represents and warrants that the acquisition of the Shares by the Subscriber does not trigger:
|
A.
|
any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
|
B.
|
any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
|
(k)
|
the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
|
(l)
|
the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;
|
(m)
|
the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
|
(n)
|
the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
|
(o)
|
the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
|
(p)
|
in the case of a subscription by the Subscriber for Shares acting as agent for a disclosed principal, it is duly authorized to enter into, execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid, binding and enforceable agreement of, such principal which is purchasing for its own account, not for the benefit of any other person and not with a view to resale or distribution of any of the Shares;
|
(q)
|
the Subscriber has received and carefully read this Subscription Agreement;
|
(r)
|
the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
|
(s)
|
the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company;
|
(t)
|
the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
|
(u)
|
the Subscriber is not an underwriter of, or dealer in, the shares of the Company's common stock, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
|
(v)
|
the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and the Company;
|
(w)
|
if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
|
(x)
|
the Subscriber acknowledges that the Company's counsel is acting as counsel to the Company, and not as counsel to the Subscriber;
|
(y)
|
the Subscriber understands, acknowledges and is aware that the Shares are being offered for sale only on a "private placement" basis and that the sale and delivery of the Shares is conditional upon such sale being exempt from the requirements under applicable securities legislation as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence: (i) it is restricted from using most of the civil remedies available under securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under securities legislation; and (iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
|
(z)
|
the Subscriber has not been created solely or primarily to use exemptions from the registration and prospectus requirements under applicable securities laws and has a pre-existing purpose other than the use of such exemptions;
|
(aa)
|
no person has made to the Subscriber any written or oral representations:
|
(i)
|
that any person will resell or repurchase any of the Securities,
|
(ii)
|
that any person will refund the purchase price of any of the Securities,
|
(iii)
|
as to the future price or value of any of the Securities, or
|
(iv)
|
that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system. The Shares are currently quoted for trading on the OTC Bulletin Board operated by the National Association of Securities Dealers;
|
(bb)
|
the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the Subscriber provides to the Company, along with an executed copy of this Subscription Agreement and such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor; and
|
(cc)
|
the Subscriber represents and warrants that the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") and the Subscriber acknowledges that the Company may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) it shall promptly notify the Company if the Subscriber discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.
|
6.
|
ACKNOWLEDGEMENT AND WAIVER
|
7.
|
REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
|
8.
|
COMPANY REPRESENTATIONS
|
Name of Company Subsidiary
|
Jurisdiction of Incorporation
|
Urban Barns Foods Canada Inc.
|
Registered under the Canada Business Corporations Act
|
Non Industrial Manufacture Inc.
|
Registered under the Alberta Business Corporations Act
|
9.
|
SPECIAL COVENANTS
|
(i)
|
any takeover bid, tender offer or exchange offer that, if consummated, would result in a person or group of persons beneficially owning 20% or more of any class of voting or equity securities of the Company and/or one or more Subsidiaries of the Company whose assets, revenues or earnings constitute, individually or in the aggregate, 20% or more of the consolidated assets, revenues or earnings of the Company;
|
(ii)
|
any amalgamation, plan of arrangement, share exchange, business combination, merger, consolidation, recapitalization, reorganization or other similar transaction involving the Company and/or one or more Subsidiaries of the Company whose assets, revenues or earnings constitute, individually or in the aggregate, 20% or more of the consolidated assets, revenues or earnings of the Company, or any liquidation, dissolution or winding-up of the Company and/or one or more Subsidiaries of the Company whose assets, revenues or earnings constitute, individually or in the aggregate, 20% or more of the consolidated assets, revenues or earnings of the Company;
|
(iii)
|
any direct or indirect acquisition or sale of assets (or any lease, long-term supply arrangement, or other arrangement having the same economic effect as a sale of assets) of the Company and/or one or more Subsidiaries of the Company which represents, individually or in the aggregate, 20% or more of the consolidated assets or contributed 20% or more of the consolidated revenues or earnings of the Company;
|
(iv)
|
any direct or indirect sale, issuance or acquisition of Company Common Shares or any other voting or equity interests (or securities convertible into or exercisable for such Company Common Shares or other voting or equity interests) of the Company representing 20% or more of the issued and outstanding voting or equity interests (or rights or interests therein or thereto) of the Company or any Subsidiary of the Company; or
|
(v)
|
any proposal or offer to do, proposed amendment of, or public announcement of an intention to do, any of the foregoing.
|
10.
|
RESALE RESTRICTIONS
|
11.
|
LEGENDING AND REGISTRATION OF SUBJECT SECURITIES
|
12.
|
COLLECTION OF PERSONAL INFORMATION
|
(a)
|
the Company may deliver to the Ontario Securities Commission certain personal information pertaining to the Subscriber, including such Subscriber’s full name, residential address and telephone number, the number of Shares purchased by the Subscriber and the total purchase price paid for such Shares, the prospectus exemption relied on by the Company and the date of distribution of the Shares;
|
(b)
|
such information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation;
|
(c)
|
such information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and
|
(d)
|
the Subscriber may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s indirect collection of such information at the following address and telephone number: Administrative Assistant to the Director of Corporate Finance
|
13.
|
COSTS
|
14.
|
GOVERNING LAW
|
15.
|
SURVIVAL
|
16.
|
ASSIGNMENT
|
17.
|
SEVERABILITY
|
18.
|
ENTIRE AGREEMENT
|
19.
|
NOTICES
|
20.
|
COUNTERPARTS AND ELECTRONIC MEANS
|
|
NOTE: THE SUBSCRIBER MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW.
|
_______ |
(a) a Canadian financial institution, or a Schedule III bank; or
|
_______ |
(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
|
_______ |
(c) 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
|
_______ |
(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
|
_______ |
(e) an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); or
|
_______ |
(f) the Government of Canada or a jurisdiction of Canada, or any crown company, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada; or
|
_______ |
(g) 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
|
_______ |
(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or
|
_______ |
(i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada; or
|
_______ |
(j) an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or
|
_______ |
(k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or
|
(Note: if individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled.)
|
|
_______ |
(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000; or
|
_______ |
(m) 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
|
_______ |
(n) an investment fund that distributes or has distributed its securities only to
(i) a person that is or was an accredited investor at the time of the distribution,
(ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of National Instrument 45-106, or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106; or
|
_______ |
(o) 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
|
_______ |
(p) a trust company or trust company 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 company, as the case may be;
|
_______ |
(q) a person acting on behalf of a fully managed account managed by that person, if that person
(i) 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, and
(ii) in Ontario, is purchasing a security that is not a security of an investment fund;
|
_______ |
(r) 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;
|
_______ |
(s) 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;
|
_______ |
(t) 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 National Instrument 45-106);
|
_______ |
(u) 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
|
_______ |
(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as
(i) an accredited investor, or
(ii) an exempt purchaser in Alberta or British Columbia after National Instrument 45-106 comes into force.
|
(a)
|
one of them is the subsidiary of the other, or
|
(b)
|
each of them is controlled by the same person.
|
(a)
|
an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or
|
(b)
|
a bank, loan company, trust company, trust company, 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;
|
(a)
|
is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution,
|
(b)
|
provides the services under a written contract with the issuer or a related entity of the issuer, and
|
(c)
|
spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer,
|
(a)
|
a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or
|
(b)
|
more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;
|
(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;
|
(a)
|
a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and
|
(b)
|
in Saskatchewan and 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
|
(a)
|
a chair, vice-chair or president,
|
(b)
|
a vice-president in charge of a principal business unit, division or function including sales, finance or production,
|
(c)
|
an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer, or
|
(d)
|
performing a policy-making function in respect of the issuer;
|
(a)
|
cash,
|
(b)
|
securities, or
|
(c)
|
a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
|
(a)
|
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
|
(b)
|
at the time of the trade is actively involved in the business of the issuer;
|
(a)
|
whose primary purpose is to invest money provided by its securityholders,
|
(b)
|
that does not invest,
|
(c)
|
that is not a mutual fund;
|
(a)
|
an individual,
|
(b)
|
a Corporation,
|
(c)
|
a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
|
(d)
|
an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;
|
(a)
|
liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
|
(b)
|
liabilities that are secured by financial assets;
|
(a)
|
is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
|
(b)
|
is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
|
(c)
|
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);
|
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