Sec Form 1a Regulation A Offering Statement (Page 28 of 29) in pdf

ﬁled unless such schedules contain information that is material to an investment decision and that is not other-

wise disclosed in the agreement or the offering statement. The plan ﬁled must contain a list brieﬂ y identifying

the contents of all omitted schedules, together with an agreement to furnish supplementally a copy of any omit-

ted schedule to the Commission upon request.

8. Escrow agreements—Any escrow agreement or similar arrangement which has been executed in connection

with the Regulation A offering.

9. Letter re change in certifying accountant—A letter from the issuer’s former independent accountant regard-

ing its concurrence or disagreement with the statements made by the issuer in the current report concerning the

resignation or dismissal as the issuer’s principal accountant.

10. Power of attorney—If any name is signed to the offering statement pursuant to a power of attorney, signed

copies of the power of attorney must be ﬁled. Where the power of attorney is contained elsewhere in the of-

fering statement or documents ﬁled therewith, a reference must be made in the index to the part of the offering

statement or document containing such power of attorney. In addition, if the name of any ofﬁcer signing on be-

half of the issuer is signed pursuant to a power of attorney, certiﬁed copies of a resolution of the issuer’s board

of directors authorizing such signature must also be ﬁled. A power of attorney that is ﬁled with the Commission

must relate to a speciﬁc ﬁling or an amendment thereto. A power of attorney that confers general authority may

not be ﬁled with the Commission.

11. Consents—

(a) Experts: The written consent of

(i) any accountant, counsel, engineer, geologist, appraiser or any persons whose profession gives

authority to a statement made by them and who is named in the offering statement as having prepared or certi-

ﬁed any part of the document or is named as having prepared or certiﬁed a report or evaluation whether or not

for use in connection with the offering statement;

(ii) the expert that authored any portion of a report quoted or summarized as such in the offering

statement, expressly stating their consent to the use of such quotation or summary;

(iii) any persons who are referenced as having reviewed or passed upon any information in the

offering statement, and that such information is being included on the basis of their authority or in reliance upon

their status as experts.

(b) All written consents must be dated and signed.

12. Opinion re legality—An opinion of counsel as to the legality of the securities covered by the Offering

Statement, indicating whether they will when sold, be legally issued, fully paid and non-assessable, and if debt

securities, whether they will be binding obligations of the issuer.

13. “Testing the waters” materials—Any written communication or broadcast script used under the authoriza-

tion of Rule 255. Such materials need not be ﬁled if they are substantively the same as materials previously

ﬁled with the offering statement.

14. Appointment of agent for service of process—A Canadian issuer must ﬁle Form F-X.

15. Additional exhibits—

(a) Any non-public, draft offering statement previously submitted pursuant to Rule 252(d) and any re-

lated, non-public correspondence submitted by or on behalf of the issuer.

Sec Form 1a Regulation A Offering Statement Page 28