Regulation A REGULATION A GENERAL EXEMPTIONS Definition of Terms in this Regulation Reg. §230.251. As used in §§230.251 to 230.262, the following terms shall have the meaning indicated: Affiliate. An "affiliate" of an issuer is a person controlling, controlled by or under common control with such issuer. An individual who controls an issuer is also an affiliate of such issuer. Parent. A "parent" of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries. Predecessor. A "predecessor" of an issuer is (a) a person the major portion of whose assets have been acquired directly or indirectly by the issuer, or (b) a person from which the issuer acquired directly or indirectly the major portion of its assets. Promoter. The term "promoter" includes (a) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes the initiative in founding and organizing the business or enterprise of an issuer; (b) Any person who, in connection with the founding or organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise. Province. A "Province" is any Province or Territory of Canada. Resident. A "resident" of a specified country is an individual resident of such country or a corporation or other organization which is incorporated or organized under the laws of such country or any of its political subdivisions. State. A "State" is any State, Territory or insular possession of the United States, or the District of Columbia. Underwriter. The term "underwriter" shall have the meaning given in Section 2(11) of the Act. Securities Exempted Reg. §230.252. (a) Except as hereinafter provided in §§230.251 to 230.262, securities issued by any of the following persons shall be exempt from registration under the Act if offered in accordance with the terms and conditions of §§230.251 to 230.262: (1) Any corporation, unincorporated association or trust (i) which is incorporated or organized under the laws of the United States or Canada or any State or Province thereof and (ii) which has or proposes to have its principal business operations in the United States or Canada; or (2) Any individual who is a resident of, and has or proposes to have his principal business operations in, any State or Province; or (3) In the case of an offering to existing security holders on a pro rata basis pursuant to warrants or rights, any direct or indirect majority-owned subsidiary of any issuer specified in (1) above which has securities registered on a national securities exchange pursuant to the provisions of the Securities Exchange Act of 1934. (b) No exemption under this regulation shall be available for any of the following securities: (1) Fractional undivided interests in oil or gas rights as defined in §230.300, or similar interests in other mineral rights; (2) Securities of any investment company registered or required to be registered under the Investment Company Act of 1940, or any company which has elected to be regulated as a business development company under the Investment Company Act of 1940 or has notified the Commission that it intends to elect to be regulated as a business development company pursuant to section 54 of the Investment Company Act of 1940. (c) No exemption under §§230.251 to 230.262 shall be available for the securities of any issuer if such issuer, any of its predecessors or any affiliated issuer (1) Has filed a registration statement which is the subject of any pending proceeding or examination under section 8 of the act, or is the subject of any refusal order or stop order thereunder within five years prior to the filing of the notification required by §§230.255; (2) Is subject to any pending proceeding under §230.261 or any similar rule adopted under section 3(b) of the act, or to an order entered thereunder within five years prior to the filing of such notification; (3) Has been convicted within five years prior to the filing of such notification of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission; (4) Is subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years prior to the filing of such notification, permanently restraining or enjoining, such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the Commission; or (5) Is subject to a United States Postal Service false representation order entered under section 3005 of title 39, United States Code, within five years prior to the filing of the notification required by §230.255; or is subject to a temporary restraining order or preliminary injunction entered under section 3007 of title 39, United States Code, with respect to conduct alleged to have violated section 3005 of title 39, United States Code. This paragraph (c) of §230.252 shall not apply to any order, judgment, or decree contemplated by paragraphs (1) through (5) hereunder because of its entry against any affiliated entity before the affiliation with the issuer arose, if the affiliated entity is not in control of the issuer and if the affiliated entity and the issuer are not under the common control of a third party who was in control of the affiliated entity at the time the order, judgment, or decree was entered against it. (d) No exemption under §§230.251 to 230.264 shall be available for the securities of any issuer, if any of its directors, officers, general partners, or beneficial owners of ten percent or more of any class of its equity securities (beneficial ownership meaning the power to vote or direct the vote and/or the power to dispose or direct the disposition of such securities), any of its promoters presently connected with it in any capacity, any underwriter of the securities to be offered, or any partner, director, or officer of any such underwriter (1) Has been convicted within ten years prior to the filing of the notification required by §230.255 of any felony or misdemeanor in connection with the purchase or sale of any security, involving the making of a false filing with the Commission, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, or investment adviser; (2) Is subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years prior to the filing of such notification, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, involving the making of a false filing with the Commission, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, or investment adviser; (3) Is subject to an order of the Commission entered pursuant to section 15(b), 15B(a), or 15B(c) of the Securities Exchange Act of 1934; or is subject to an order of the Commission entered pursuant to section 203(e) or (f) of the Investment Advisers Act of 1940; (4) Is suspended or expelled from membership in, or suspended or barred from association with a member of an exchange registered as a national securities exchange pursuant to section 6 of the Securities Exchange Act of 1934, an association registered as a national securities association under section 15A of the Securities Exchange Act of 1934, or a Canadian securities exchange or association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; or (5) Is subject to a United States Postal Service false representation order entered under section 3005 of title 39, United States Code, within five years prior to the filing of the notification required by §230.255; or is subject to a restraining order or preliminary injunction entered under section 3007 of title 39, United States Code, with respect to conduct alleged to have violated section 3005 of title 39, United States Code. (e) No exemption under §§230.251 to 230.264 shall be available for the securities of any issuer if any underwriter of such securities was, or was named as, an underwriter of any securities: (1) Covered by any registration statement which is the subject of any pending proceeding or examination under section 8 of the act, or is the subject of any refusal order or stop order entered thereunder within five years prior to the filing of the notification required by $230.255; or (2) Covered by any filing which is subject to any pending proceeding under $230.261 or any similar rule adopted under section 3(b) of the act, or to an order entered thereunder within five years prior to the filing of such notification. (f) No exemption under §§230.251 to 230.264 shall be available for the securities of an isuer which is subject to the requirements of section 13, 14, 15(d) of the Securities Exchange Act of 1934, unless such issuer has filed all reports required by those sections to be filed during the 12 calendar months preceding the filing of the notification required by $230.255 (or for such shorter period that the issuer was required to file such reports). (g) Paragraph (c), (d), (e), or (f) of this section shall not apply to the securities of any issuer if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied. Any such determination by the Commission shall be without prejudice to any other action by the Commission in any other proceeding or matter with respect to the issuer or any other person. Special Requirements for Certain Offerings Reg. $230.253. (a) The following provisions of this rule shall apply to any offering under §§230.251 to 230.262 of securities of any issuer which (1) was incorporated or organized within one year prior to the date of filing the notification required by §230.255 and has not had a net income from operations; or (2) was incorporated or organized more than one year prior to such date and has not had a net income from operations, of the character in which the issuer intends to engage, for at least one of the last two fiscal years. (b) If the issuer conducts or proposes to conduct its principal business operations in Canada, the securities to be offered hereunder shall be qualified or made eligible for offering in the Province in which such operations are or will be conducted. The securities of any other issuer incorporated or organized under the laws of Canada or any Province thereof shall be qualified or made eligible for offering in the Province in which the issuer has its principal office or principal place of business in Canada. All securities subject to this paragraph shall be offered in the Province in which they are qualified or made eligible for offering, concurrently with the offering in the United States. Issuers engaged in extractive or manufacturing enterprises shall be deemed to have their principal business operations in the Province in which their principal plants or other properties are located. (c) In computing the amount of securities which may be offered hereunder, there shall be included, in addition to the securities specified in §230.254—— (1) all securities issued prior to the filing of the offering statement, a proposal to be issued, for a consideration; consisting in whole or in part of assets or services and held by the person to whom issued; and (2) all securities issued to and held by or proposed to be issued, pursuant to options or otherwise, to any director, officer or promoter of the issuer, or to any underwriter, dealer or security salesman: Provided, that such securities need not be included to the extent that effective provision is made, by escrow arrangements or otherwise, to assure that none of such securities or any interest therein will be reoffered to the public within one year after the commencement of the offering hereunder and that any reoffering of such securities will be made in accordance with the applicable provisions of the Act. (d) None of the securities to be offered hereunder shall be offered for the account of any person other than the issuer of such securities. (e) $230.257 shall not apply to any offering of securities under §§230.251 to 230.262 by any issuer which is subject to this rule. Amount of Securities Exempted Reg. §230.254. (a) For determining the requisite amount: (1) The aggregate offering price of all securities of the issuer offered or sold pursuant to this regulation and any other securities offered or sold within one year prior to the commencement of the proposed offering pursuant to any |