DECLARATION This Declaration Form (the “Declaration”) constitutes Form 4B for Toronto Stock Exchange, operated by TSX Inc. (“TSX”) and Form 2C1 for TSX Venture Exchange, operated by TSX Venture Exchange Inc. (“TSX Venture”). This Declaration Form is to be completed only if (i) the individual has submitted a Personal Information Form to TSX or to TSX Venture (individually an “Exchange” and together, the “Exchanges”) within 60 months preceding the signing of this Declaration and (ii) the information disclosed in that Personal Information Form has not changed.
Legible reproductions of TWO different pieces of identification (“I.D.”) issued by a government authority (such as a driver's license or passport) that are acceptable to the Exchanges, must also be attached:
• At least one of the pieces of I.D. must contain a recognizable photograph taken within the last 5 years. • If the piece of I.D. containing a recognizable photo is not a passport, it must contain your full given name, surname, date of birth, gender and current mailing address. • Examples of acceptable non-photo I.D. include birth certificate, immigration papers and baptismal certificate. • Please note that the Exchanges are prohibited from using Provincial Health Cards or Social Insurance Number Cards - do not forward copies of either of these pieces of I.D. to the Exchanges. The Exchanges reserve the right to reject any I.D. which they determine is not acceptable.
Individual’s Name (Please Print) Declaration is being submitted with respect to [legal name of the issuer] Position with the issuer Date of Birth Citizenship Email address (Please provide an email address that the Exchanges may use to contact you regarding this Declaration and the Personal Information Form to which it relates. This email address may be used to exchange personal information relating to you. Due to the nature of Internet communications and evolving technologies, the Exchanges cannot provide assurance that the information that is submitted by or sent to you by e-mail or other electronic communication will remain free from loss, interception, misuse or alteration by third parties and neither the Exchanges nor their service providers shall have any liability for any loss, interception, misuse or alteration.)
Capitalized terms used in this Declaration without definition have the meanings assigned to them in the Personal Information Form described in Section (a) below.
TSX Form 4B / TSX VENTURE Form 2C1 Page 1 (as at October 10, 2019)
DECLARATION I, hereby solemnly declare that: (Please Print - Name of Individual)
(a) The information contained in the most recent Personal Information Form that I submitted to TSX or TSX Venture within the last 60 months (the “PIF”) and any attachments to it continues to be true and correct, except where stated in the PIF to be to the best of my knowledge, in which case I continue to believe the answers to be true;
(b) I have read, understand, and agree to the terms of, the PIF Personal Information Collection Policy of the Exchanges attached hereto as Exhibit 1 as well as the Notice of Collection, Use and Disclosure of Personal Information by securities regulatory authorities attached hereto as Exhibit 2 (Exhibit 2 relates to the use of the PIF and collection of information for the sole purposes of the SRAs) (collectively, the “PIF Collection Policy”);
(c) I attached to this Declaration two pieces of photo identification, both of which comply with the Exchanges’ requirements set forth above;
(d) I consent to the collection, use and disclosure of the information in the PIF, and any further information collected, used and disclosed, as set out in the PIF Collection Policy;
(e) I hereby agree to (i) submit to the jurisdiction of each of the Exchanges and to the Investment Industry Regulatory Organization of Canada and any successor or assignee of any of them, and wherever applicable, the directors and committees thereof, and (ii) be bound by and comply with all applicable rules, policies, regulations, directions, decisions, orders and rulings of each of the Exchanges (collectively, the “Exchange requirements”);
(f) I agree that any acceptance, approval or other right granted by the Exchanges may be revoked, terminated, or suspended at any time in accordance with the then applicable Exchange requirements. In the event of any such revocation, termination, or suspension, I agree to immediately terminate my association or involvement with any Exchange Issuer to the extent required by the Exchanges. I agree not to resume my association or involvement with any Exchange Issuer, except with the prior written approval of the Exchanges;
(g) This Declaration and the rights and powers of the Exchanges pursuant to the Exchange requirements shall be governed, in the case of matters relating to TSX, by the laws of the Province of Ontario and in the case of matters relating to TSX Venture, by the laws of the Province of Alberta, and the federal laws of Canada applicable therein, without regard to conflict of law principles;
(h) I acknowledge and agree that this Declaration may be assigned or transferred by the Exchanges to any person without providing me with notice or obtaining my consent and that this Declaration shall thereafter continue to be binding on me and may be enforced against me by any such assignee or transferee. I understand that I am prohibited from transferring or assigning this Declaration or any acceptance, approval or other right granted by the Exchanges;
(i) I understand that where I am providing this form to a SRA, I am under the jurisdiction of the SRA to which I submit this form, and it is a breach of securities legislation to provide false or misleading information to the SRA;
(j) I make this solemn declaration conscientiously believing it to be true. Dated:
Signature of Person Completing this Form
TSX Form 4B / TSX VENTURE Form 2C1 Page 2 (as at October 10, 2019)
EXHIBIT 1 PIF PERSONAL INFORMATION COLLECTION POLICY
Collection, Use and Disclosure TSX Inc. and its affiliates, subsidiaries and divisions, including Toronto Stock Exchange and TSX Venture Exchange (collectively referred to as “TSX”), collect the information (which may include personal, confidential, non-public, criminal or other information) in the Personal Information Form and in other forms that are submitted by you and/or by an Exchange Issuer or an entity applying to be an Exchange Issuer and use and disclose it for the following purposes:
• to conduct background checks, • to verify the information that has been provided about you, • to consider your suitability to act as an officer, director, insider, promoter, investor relations provider, employee or consultant, of an Exchange Issuer or an issuer applying to be an Exchange Issuer, • to consider the eligibility of an applicant to be an Exchange Issuer, • to detect and prevent fraud, • to conduct enforcement proceedings, and • to perform other investigations as required by and to ensure compliance with Exchange requirements, securities legislation and other legal and regulatory requirements regarding the conduct and protection of the public markets in Canada.
As part of this process, TSX also collects additional information about you from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self regulatory entities, and regulation services providers, for the purposes described above. The information TSX collects about you may also be disclosed to these agencies and organizations (or as otherwise permitted or required by law), and they may use it in their own investigations for the purposes described above.
Your personal information may be transferred (or otherwise made available) to our affiliates and other third parties who provide services on our behalf. For example, we use service providers to help us process, store and secure data. This may include sending email or other communications using their online services. Our service providers are given the information they need to perform their designated functions, and are not authorized to use or disclose personal information for their own purposes. Your personal information may be maintained and processed by us, our affiliates and other third party service providers in other jurisdictions. In the event personal information is transferred to another jurisdiction, it will be subject to the laws of that jurisdiction and may be disclosed to or accessed by the courts, law enforcement and governmental authorities in accordance with those laws.
Failure to Consent If you do not consent to this PIF Collection Policy, we may (i) refuse to allow you to act as an officer, director, insider, promoter, investor relations provider, employee or consultant, of an Exchange Issuer, (ii) refuse to allow an applicant to be listed as an Exchange Issuer, and/or (iii) refuse to accept a transaction proposed by an Exchange Issuer.
Security The personal information that is retained by TSX is kept in a secure environment. Only those employees of TSX or its service providers who require access to your personal information in order to accomplish the purposes and/or services identified above will be authorized to access your personal information. Employees of TSX or its service providers who have access to your personal information are obligated to keep it confidential.
Accuracy Information about you maintained by TSX that is identified by you as inaccurate or obsolete will be replaced or removed, as applicable. Questions If you have any questions about the privacy principles outlined above or our policies and practices, please send a written request to: Chief Privacy Officer, TMX Group, 300 – 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 1S32 or by e-mail to privacyofficer@tmx.com.
TSX Form 4B / TSX VENTURE Form 2C1 Page 3 (as at October 10, 2019)
EXHIBIT 2 Notice of Collection, Use and Disclosure of Personal Information by Securities Regulatory Authorities
The securities regulatory authorities of each of the provinces and territories of Canada (the “SRAs”) collect the personal information in the Personal Information Form and use it in the administration and enforcement of the securities legislation in their province or territory governing the conduct and protection of the public markets in Canada (the “provincial securities legislation”). The SRAs do not make any of the information provided in the PIF public under provincial securities legislation.
By submitting this information you consent to the collection by the SRAs of the personal information provided in the PIF, and any other records and information about you from any other source, including, but not limited to, police records, information from other government or non-governmental regulatory authorities, self regulatory organizations, exchanges, quotation and trade reporting systems, law enforcement agencies, private bodies, agencies, individuals, corporations, and other organizations in any jurisdictions, credit records and employment records as may be necessary for the SRAs to carry out their duties and exercise their powers under provincial securities legislation.
You understand that in carrying out those duties and exercising those powers, the SRAs will use the information in the PIF, and any other information about you from any other source, including those listed above, to conduct background checks, verify the information you have provided, perform investigations and conduct enforcement proceedings as required by and to ensure compliance with provincial securities legislation.
You also understand that the information the SRAs collect about you may also be disclosed to the sources listed above, as permitted by law, and those entities may use it in their own investigations for the purposes described above. The SRAs may also use a third party to process information, but when this happens, the third party will be carefully selected and obligated to comply with the limited use restrictions described above and with provincial and federal privacy legislation.
Warning: It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Questions If you have any questions about the collection, use, and disclosure of the information you provide to the SRAs, you may contact the SRAs in the jurisdiction in which the required information is filed, at the address of the SRAs provided in Schedule 3 of Appendix A to National Instrument 41-101.
TSX Form 4B / TSX VENTURE Form 2C1 Page 4 (as at October 10, 2019)