1E9Ct5D

certain information about the issuer andother disclosures that are specified in thesecurities legislation and rules. The requireddisclosures are similar to, but generallysomewhat less onerous than, theprospectus disclosure requirements. InPrince Edward Island, the purchaser mustbe an “eligible investor” or be investing lessthan $10,000. The eligible investor is similarto the accredited investor definition forindividuals, but with lower thresholds. Unlikeother exemptions, purchasers under anoffering memorandum must also be grantedrights to rescind purchase commitments andrights of action for misstatements in theoffering memorandum comparable to thoseavailable to purchasers under a prospectus.There are no limits on the number ofpurchasers. Regulatory filings may berequired post-transaction.Minimum Purchase Amount ExemptionA transaction is exempt from the prospectusrequirements of provincial securitieslegislation where the purchaser purchases,as principal, securities that have anaggregate acquisition cost of at least$150,000. There are no limits on thenumber of purchasers, but purchasers mustnot have been formed for the purpose ofmaking the investment (i.e. investors maynot pool their resources in a new entity totake advantage of this exemption).Regulatory filings may be required posttransaction.Securities Law 75