Sec Form 1a Regulation A Offering Statement (Page 23 of 29) in pdf

sources of the issuer or other factors are such as to make it unlikely that the liability will ever be imposed.

(3) If preferred stock is to be offered or is outstanding, describe brieﬂy any restriction on the repurchase

or redemption of shares by the issuer while there is any arrearage in the payment of dividends or sinking fund

installments. If there is no such restriction, so state.

(b) If debt securities are being offered, outline brieﬂy the following:

(1) Provisions with respect to interest, conversion, maturity, redemption, amortization, sinking fund or

retirement.

(2) Provisions with respect to the kind and priority of any lien securing the issue, together with a brief

identiﬁcation of the principal properties subject to such lien.

(3) Material afﬁrmative and negative covenants.

Instruction to Item 14(b):

In the case of secured debt there must be stated: (i) the approximate amount of unbonded property avail-

able for use against the issuance of bonds, as of the most recent practicable date, and (ii) whether the securities

being issued are to be issued against such property, against the deposit of cash, or otherwise.

(1) the amount of securities issuable upon the exercise or conversion of such warrants, convertible secu-

rities or rights;

(2) the period during which and the price at which the warrants, convertible securities or rights are exer-

cisable;

(3) the amounts of warrants, convertible securities or rights outstanding; and

(4) any other material terms of such securities.

(d) In the case of any other kind of securities, include a brief description with comparable information to that

required in (a), (b) and (c) of Item 14.

Part F/S

(a) General Rules

(1) The appropriate ﬁnancial statements set forth below of the issuer, or the issuer and its predecessors or

any businesses to which the issuer is a successor must be ﬁled as part of the offering statement and included in

the offering circular that is distributed to investors.

(2) Unless the issuer is a Canadian company, ﬁnancial statements must be prepared in accordance with

generally accepted accounting principles in the United States (US GAAP). If the issuer is a Canadian com-

pany, such ﬁnancial statements must be prepared in accordance with either US GAAP or International Financial

Sec Form 1a Regulation A Offering Statement Page 23