108 Securities Inc. – Website



This website (this “Site”) is provided by 108 Securities Inc. (“108 Securities”) 108 Securities conditional on your acceptance of the terms and conditions set forth below (the “Terms and Conditions”). By accessing, using and/or downloading materials from this Site, you agree on your own behalf and on behalf of each entity on whose behalf you act to accept and abide by these Terms and Conditions. If you do not agree to abide by these Terms and Conditions, do not use this Site or download or use materials from it.

The materials and information on this Site are communicated by 108 Securities, and are only to be accessed and viewed by limited categories of persons in Canada and in other jurisdictions who satisfy certain criteria.

IMPORTANT INFORMATION FOR PERSONS IN CANADA: This Site includes materials and information (the “Site Information”) on issuers whose securities cannot be marketed in Canada to the general public. Accordingly, the Site Information is directed only to those persons that qualify as “Accredited Investors” under National Instrument 45-106 (“NI 45-106”) adopted by the Canadian Securities Administrators. Any trade or trade activity to which this Site relates is only available to such persons or will be engaged in only with such persons, and this communication must not be acted upon by persons other than those referred to above. Expressions of interest resulting from the Site Information will only be responded to if received from accredited investors under NI 45-106. Persons of any other description should not rely on or act upon the materials and information on this Site. No securities commission or similar regulatory authorities in Canada has reviewed or in any way passed upon the Site, the Site Information or the merits of the securities described herein and therein, and any representation to the contrary is an offence.

108 Securities Inc., is qualified to carry out placements of securities in the Exempt Market, as defined in National Instrument 45-106 and as such only transacts securities transactions with Accredited Investors. An “Accredited Investor” has the meaning ascribed to it in section 2.3 of the National Instrument 45-106 – Prospectus and Registration Requirements.

The most common definitions* of an accredited investor are as follows:

a) A person registered under the securities legislation of a jurisdiction of Canada, as an advisor or dealer [e.g.: someone that is MFDA or IROC licensed], other than a Exempt Market Dealer registered under the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

b) An individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person or company referred to in (a) above;

c) An individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds $1,000,000. For the purposes of this clause, financial assets include only cash and securities;

d) An individual whose net income before taxes exceeded $200,000 in each of the two (2) most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, has a reasonable expectation of exceeding the same net income level in the current year;

e) An individual who, either alone or with a spouse, has net assets of at least $5,000,000;

f) A person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; or

g) A company or corporate entity which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors. *These definitions are interpretive and investors are encouraged to review the National Instrument themselves or seek advice.

IMPORTANT INFORMATION FOR RECIPIENTS IN OTHER JURISDICTIONS: The Site Information may be restricted in certain jurisdictions and no person in any such jurisdiction may treat this Site as constituting an offer, invitation or inducement to them to enter into any investment agreement or purchase any security referred to in such Site Information, unless in the relevant jurisdiction such an offer, invitation or inducement could lawfully be made to them. Accordingly, this Site does not constitute an offer, invitation or inducement by anyone in any jurisdiction in which such offer, invitation or inducement is not lawful or in which the person making such offer, invitation or inducement is not qualified to do so or to anyone to whom it is unlawful to make such offer, invitation or inducement. No securities commission or similar regulatory authorities has reviewed or in any way passed upon the Site, the Site Information or the merits of the securities described herein and therein, and any representation to the contrary is an offence. It is the responsibility of any persons who wish to express an interest in any of the Site Information to inform themselves of, and to observe, all applicable laws and regulations.

CHANGES TO THIS SITE OR THE TERMS AND CONDITIONS: 108 Securities reserves the right, at any time, to add to, remove, modify or otherwise change any part of these Terms and Conditions, including the Privacy Policy, in whole or in part. Such changes will be effective immediately upon notice thereof posted at this Site. Your continued use of this Site or downloading or use of materials from it after any such changes are posted will be considered acceptance of the Terms and Conditions as changed.

108 Securities may terminate, change, suspend or discontinue any aspect of this Site, including the availability of any information or features, at any time without notice or liability. 108 Securities may similarly add, remove, modify or otherwise change any content, including that of third parties, on or from this Site. 108 Securities may also restrict your access to parts or all of this Site without notice or liability.

LIMITED LICENSE AND COPYRIGHT: This Site, including all text, design, graphics, drawings, photographs, or images thereon and the selection and arrangement thereof, is the property of 108 Securities and protected by Canadian and worldwide copyright laws and treaty provisions. Unless otherwise noted in a particular document, 108 Securities hereby authorizes you to electronically copy or print in hard copy any document published by 108 Securities on the Site solely for your internal reference purposes within your organization or personal use only. In consideration of and as a condition to this authorization, you agree that all such copies shall retain all copyright and other proprietary notices contained therein. Any other use of Site Information provided by 108 Securities without prior written approval from 108 Securities is strictly prohibited. Except as expressly provided herein, 108 Securities does not grant any express or implied right or license to you under any intellectual property right of 108 Securities or any third party including under any patent, trademark, copyright, trade secret, or confidential or proprietary information of 108 Securities or such third party.

TRADE-MARKS: The company names and logos of 108 Securities used on this Site may be trade-marks, including registered or unregistered trade-marks of 108 Securities. Such company names and logos of 108 Securities may not be copied, imitated or used, in whole or in part, without the prior written consent of 108 Securities. Other company names and logos mentioned or appearing on this Site or in documents available through this Site may be the trade-marks of their respective owners, the use of which may require their prior written consent.

SECURITY: Although 108 Securities may provide certain security in an effort to protect the electronic transmission of the information that you may submit to 108 Securities through this Site, 108 Securities does not guarantee the security of any information transmitted to or from this Site.

USER CONDUCT: You may not, you agree not to, and you may not allow others to, directly or indirectly use or attempt to use another’s account, service or system without authorization from 108 Securities, or use a false identity on this Site or attempt to obtain unauthorized access to this Site or portions of this Site which are restricted from general access.

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Site or from your computer, and that you will comply with all applicable laws that relate to your use or activities on this Site or in respect of the information and materials available on the Site. Where they have been issued to you, it is your responsibility to maintain the security and confidentiality of your password and login details. You must inform us as soon as reasonably practicable if you suspect that your password or login details are known by or available to any third party. You agree that, if you inform us of any suspected disclosure of your password and login details, we may take such steps as we consider may be reasonably necessary in the circumstances (including, without limitation, canceling your existing password and login details and issuing a new password and login details to you).

E-MAIL COMMUNICATIONS: Please be aware that e-mail communications are subject to the risk of data corruption and other transmission errors. 108 Securities makes no warranty as to the accuracy or completeness of any information contained in its e-mail communications and hereby excludes any liability of any kind for the information contained herein or for the transmission, reception, storage or use of such information in any way whatsoever. Unless otherwise specifically stated no legally binding commitments are created by e-mail communications from 108 Securities. E-mail communications from 108 Securities are each intended only for the named recipient(s) and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you have received an e-mail from 108 Securities in error, or are not named as a recipient thereon, you must not copy this e-mail or disclose any information contained therein. Please immediately notify the sender and destroy all copies of such e-mail. Any opinions expressed in such e-mail are those of the author and do not necessarily reflect the opinions of 108 Securities.

LINKS AND THIRD PARTY CONTENT: As convenience to its users, this Site provides hypertext links to other websites and Internet addresses which contain information created, published, maintained or otherwise posted by other entities. 108 Securities does not endorse, sponsor, recommend, approve, certify or exercise control over such third parties, the linked third party sources or any content, services or products available on or through such third party sources. You agree that 108 Securities shall not have any liability whatsoever to you for any such linked third party sources or any content, services or products available on or through such third party sources. This Site may from time to time contain materials, data or information provided, posted or offered by third parties, including but not limited to advertisements. You agree that 108 Securities shall not have any liability whatsoever to you for any such third party material, data or information.

PRIVACY POLICY: The 108 Securities Privacy Policy (see below) is a binding part of these Terms and Conditions, and together with these Terms and Conditions constitutes the entire agreement between 108 Securities and you with respect to your use of this Site.

DISCLAIMER OF WARRANTIES: The information published on the Site is provided for general information purposes only and should not be used as a basis for making investment or business decisions. No information (including without limitation any information describing our investment portfolio) or opinion expressed in the Site is intended or should be regarded as an offer, invitation, inducement or as a solicitation of an offer by us or any of our affiliate companies to you or any person to buy, sell or otherwise deal in any particular investment, or otherwise make any investment or divestment or to engage in investment activity. In providing such information we are not issuing, promulgating or providing any financial or other advice to you or any person.

While every effort is made to keep this Site current and accurate, the information and materials accessible through this Site may contain inaccuracies and typographical errors. 108 Securities makes no representations or warranties about the accuracy, adequacy, usefulness, timeliness or completeness of the information or materials accessible through this Site, or the reliability of any statement or other information displayed or distributed through this Site. You acknowledge that any reliance on any of the foregoing shall be at your sole risk. 108 Securities reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Site. This Site, the information and materials made available through this Site are provided “as is” without any representation, warranty or condition of any kind, express or implied, written or oral, including without limitation the implied warranties or conditions of title, non-infringement, merchantability and fitness for a particular purpose, and those arising by statute or otherwise by law or from a course of dealing, course of performance or use of trade. 108 Securities does not warrant that this Site will operate without interruptions or that it will be error-free, that defects will be corrected or that the Site or that the server(s) which makes the Site available are free of viruses or other harmful components.

LIMITATION OF LIABILITY: In no event shall 108 Securities be liable to you or any third party for any direct, indirect, consequential, exemplary, special, incidental or punitive damages, including without limitation any loss of profit or revenue, failure to realize expected savings, loss of information, programs or data, loss of goodwill or interruption of activities, whether related to your use or inability to use the Site or the information or materials obtained through this Site or related to these Terms and Conditions, even if 108 Securities had been advised of the possibility of such damages. In no event shall the aggregate liability of 108 Securities exceed twenty five dollars ($25), regardless of the cause of action.

INDEMNITY: You agree to indemnify, defend and hold harmless 108 Securities, its successors and assigns and the shareholders, directors, officers, employees and agents of each of them with respect to any claim, demand, loss, cause of action, debt or liability, including reasonable legal and consultant’s fees resulting from any actions and communications undertaken or transmitted in the course of your usage of this Site or the Site information or materials or your breach of these Terms and Conditions. By accessing this web site and any pages thereof, you agree to be bound by the terms of the Legal Notices set out below. If you do not agree with the terms of these Legal Notices, do not access this web site or any pages thereof.

NO SOLICITATION: Nothing on this web site constitutes a solicitation or offer by 108 Securities Inc. to buy or sell products or services of any kind whatsoever including without limitation securities or any other financial instrument of any issuer.

NO ADVICE: The information provided on this web site is intended for informational purposes only and is not intended to constitute financial, accounting, legal or tax advice. Many factors unknown to us may affect the applicability of any statement or comment that we make on our web site to your particular circumstances. You should consult directly with professional advisers before acting on any information on this web site.

CHOICE OF LAW: These Terms and Conditions shall be deemed to have been made and performed exclusively in Ontario and shall be governed by and construed under the laws of Ontario and the laws of Canada applicable therein, without giving effect to any conflicts of law rules. You agree and consent to submit to the exclusive jurisdiction of the courts of the District of London, Province of Ontario for any claim related hereto, arising here from or in connection herewith and agree not to bring any action, claim, suit or proceeding against 108 Securities (or any officer, director or employee thereof) in any other jurisdiction.

GENERAL: 108 Securities’ failure to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect.


This Privacy Policy governs the manner in which 108 Securities collects, uses, maintains and discloses personal and/or non-personal information regarding users (each, a “User”, and collectively, “Users”) of the www.108securities.com  website (“Site”).

PERSONAL IDENTIFICATION INFORMATION: We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users visit our site, fill out a form, and in connection with other activities, services, features or resources we make available on our Site. Users may visit our Site anonymously. We will collect personal identification information from Users only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Site related activities.

NON-PERSONAL IDENTIFICATION INFORMATION: We may collect non-personal identification information about Users whenever they interact with our Site. We may also collect non-personal identification information from third-party databases that you have voluntarily submitted to. Non-personal identification information may include, but is not limited to, your e-mail address at work, the browser name, type of computer and other technical information about Users means of connection to our Site, such as the operating system and the Internet service providers utilized and other similar information.

HOW WE PROTECT YOUR INFORMATION: We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, or other data stored on our Site.

CHANGES TO THIS PRIVACY POLICY: 108 Securities has the discretion to update this privacy policy at any time. We encourage you to frequently check this page for any changes to stay informed about how Syndication Service is helping to protect the personal information it collects. By using this Site, you acknowledge and agree that it is your responsibility to review this privacy policy periodically and become aware of modifications.

YOUR ACCEPTANCE OF THESE TERMS: By using this Site, you signify your acceptance of this policy. If you do not agree to this policy, please do not use our Site. Your continued use of the Site following the posting of changes to this policy will be deemed your acceptance of those changes.

CONTACTING US: If you have any questions about this Privacy Policy, the practices of this Site, your dealings with this Site, or if you wish to access any personal identification information and non-personal identification information which is collected by 108 Securities about you, please contact us through the website.