CHARDAN CAPITAL MARKETS, LLC
Chardan Capital Markets, LLC is delivering this notice to you because we intend to rely on the exemption in section 3A.3 or 3A.4, as applicable, of National Instrument 33-105 – Underwriting Conflicts (NI 33-105) from the underwriter conflicts of interest disclosure requirements of NI 33-105 for any distribution to you in the future of an eligible foreign security, as defined in NI 33-105. If, in connection with a distribution of an eligible foreign security, as defined in Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions, or as defined in Multilateral Instrument 45-107 Listing Representations and Statutory Rights of Action Disclosure Exemptions, we deliver to you an offering document that constitutes an offering memorandum under applicable securities laws in Canada, you may have, depending on the province or territory of Canada in which the trade was made to you, remedies for rescission or damages if the offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by you within the time limit prescribed by the securities legislation of your province or territory. You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal advisor. The units described in the accompanying offering memorandum (including any amendment thereto) may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”). Any resale of the units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
For information regarding our reliance on the International Dealer Exemption pursuant to subsection 8.18(2) of NI 31-103 and Notification to Permitted Clients of the prescribed information under subsection 8.18(4)(b) of NI 31-103, please refer to the disclosure set out on our web page at [www.chardan.com].
17 State Street Box 117 · Suite 1600 · New York, N.Y. 10004 · Tel: 646-465-9000 · Fax: 646-465-9091