Common use of Registrant Clause in Contracts

Registrant. The Purchaser either [check appropriate box]: [ ] is a “registrant” as such term is defined in the Securities Act (British Columbia); or [ ] is not a “registrant”. This Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange. 1. Placee Information: (a) Name: __________________________________________________________________________ (b) Complete Address: ________________________________________________________________ (c) Jurisdiction of Incorporation or Creation: _______________________________________________ (a) Is the Placee purchasing securities as a portfolio manager: (Yes/No)? __________________________ (b) Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)? __________ 3. If the answer to 2(b) above was “Yes”, the undersigned certifies that: (a) it is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction; (b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction; (c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer; (d) the total asset value of the investment portfolios it manages on behalf of clients is not less than CAD$20,000,000; and (e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing. 4. If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee: * If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)

Registrant. The Purchaser either [check appropriate box]: [ ] is a “registrant” as such term is defined in the Securities Act (British Columbia); or [ ] is not a “registrant”. This Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange. 1. Placee Information: (a) Name: ___________________________________________________________________________________ (b) Complete Address: _________________________________________________________________________ (c) Jurisdiction of Incorporation or Creation: _________________________________________________________ (a) Is the Placee purchasing securities as a portfolio manager: (Yes/No)? __________________________ (b) Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)? __________ 3. If the answer to 2(b) above was “Yes”, the undersigned certifies that: (a) it is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction; (b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction; (c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer; (d) the total asset value of the investment portfolios it manages on behalf of clients is not less than CAD$20,000,000; and (e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing. 4. If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee: * If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

Appears in 1 contract

Sources: Securities Purchase Agreement (Western Magnesium Corp.)