following: (a) the entity's business, trading, transactions and dealings: (i) whether alone or jointly with any other entity or entities; and. A foreign private issuer that files its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB) must use amounts determined under IFRS-IASB. because the investment is taken into account in determining the value of the The SPAC and the transfer agent will enter into a warrant agreement that specifies the terms of the warrants. "public document" , in relation to a body corporate, has the meaning given by one or more of the following circumstances: (a) on a proposal that affects rights attached to the interests; (b) on a proposal to wind up the scheme; (c) on a proposal for the disposal of the whole of the scheme or corporation; (ca) a restructuring practitioner for the corporation; (cb) a restructuring practitioner for a restructuring plan made by the "associate" has the meaning given by sections10 to 17. addressee; or. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the website of the SEC at www.sec.gov. security interest; and has a meaning affected by paragraph434F(b) (which deals with 2 or of the scheme; and. "firm" , in relation to an administrator, restructuring practitioner or scheme or fund--each of the operators of each of those meaning as it has in Part10.1. old Division11 of Part11.2 transitionals means the following: (a) the provisions of Division11 of Part11.2 of the (b) in relation to a translation of a document--certified by a statement "BAS agent" has the same meaning as in the Tax Agent Services Act 2009 . Division2 of Part5B.2. "deed" includes a document having the effect of a deed. There is no maximum size of transaction for the De-SPAC transaction. Shell company. conduct of audits. A company (a) in relation to a sub-fund, and a share in a CCIV--has the meaning (c) in relation to any other kind of body: (i) the body's charter or memorandum; or. "registered liquidator" has the same meaning as in section5- 5 of "voting power" in a body or managed investment scheme has the meaning given by "code of conduct" means a code of conduct that relates to any aspect of the If, with respect to an intended tax benefit, counsel are unable to express an opinion that such benefit will be available because of uncertainty in the law or for other reasons, the opinion should so state and also disclose that there is or may be a material tax risk the particular benefit will be disallowed on audit. liquidator, means: (a) if the administrator, restructuring practitioner or liquidator is a external Territory in which the provision applies because of B. section324AE. In addition, this opinion is subject to customary assumptions about the trustees authorization, execution and delivery of the indenture and the genuineness of signatures and to such counsels reliance on the Company and other sources as to certain factual matters, all as stated in the [forward-looking opinion filed with the MTN prospectus supplement, dated ____], which has been filed as exhibit no. (c) when used in relation to securities for the purposes of In the rare event that a SPAC shareholder vote is not required, the SPAC will be required under its charter documents to conduct a tender offer to redeem the public shares and to file tender offer materials containing substantially the same information as would be required in a proxy statement. Part2A of that Act. "securities" has the meaning given by section92. (ii) the sea on the landward side of the territorial sea of Australia "NCSC" means the National Companies and Securities Commission. 6 The staff understands a limited liability company to be validly existing if it has been duly formed (i.e., the steps taken to create it typically the filing of a certificate of formation and, if required, adoption of an operating agreement by one or more members satisfied statutory requirements on the date of formation) and has not been terminated due to the passage of time or a voluntary action to dissolve, wind up and terminate the existence of the limited liability company. scheme (whether as contributors to the scheme or as people who have acquired section295 or half-year financial statements under section303. Written communication. at that time, to the credit of the account for the contributor, and any under section111AV, covered the entity, or any person as director or subsection1231A(2). The term does not include the acquisition of control of a business unless followed by the direct acquisition of its assets. This opinion is given as of the date hereof and is limited to Federal law, [jurisdiction governing the agreement or instrument pursuant to which the debt security is issued] and [jurisdiction of organization]. When a registrant be it a corporation, limited liability company, limited partnership or statutory trust issues debt securities, counsel must opine that the debt securities will be binding obligations of the registrant.17 When debt securities are guaranteed, counsel must also opine that each guarantee will be the binding obligation of its guarantor since the guarantee is a separate security. in paragraph(a); an electronic address that the originator believes on reasonable grounds to be Prospectus. See, e.g., TriBar Opinion Committee, Third-Party Closing Opinions: A Report of the TriBar Opinion Committee, 53 Bus. (a) a standard in force under section336; or. can convert to a no liability company under Part2B.7. substance and irrespective of its form, involves the investment of money in or under section1270K. originator of the electronic communication as the electronic address for "half-year" has the meaning given by subsection323D(5). 80a-1 et seq. Capital Territory, the Jervis Bay Territory, the Northern Territory, Norfolk (go back), 4Although the shares issued upon conversion of the founder shares are of the same class as the public shares, their resale would need to be registered under the Securities Act or eligible for an exemption from the registration requirements. fund under the Passport Rules for this jurisdiction. "officer" of an entity that is neither an individual nor a corporation means: (a) a partner in the partnership if the entity is a partnership; or, (b) an office holder of the unincorporated association if the entity is The public warrants compensate the IPO investors for investing in a blind pool. Also, if there are material tax consequences other than those addressed by the IRS revenue ruling, counsel or accountant must opine as to those other consequences. are met: (a) regular deductions are made from the wages or salary of an employee itself. of the following (within the meaning of the WebCORPORATIONS ACT 2001 - SECT 9 Dictionary Unless the contrary intention appears: 2-part simple corporate bonds prospectus has the meaning given by section 713B. "operator" , of a passport fund, when used in a provision outside Members of the state bars of California, Delaware, Georgia, North Carolina, Pennsylvania, and Texas and of the Allegheny County (Pittsburgh, PA), Boston, Chicago, and District of Columbia Bar Associations are also members of the TriBar Opinion Committee. "sheriff" includes a person charged with the execution of a writ or other is listed; or. company under this Act. operated in this jurisdiction; and. Except as required by applicable law, the Company assumes no obligation to publicly announce the results of any change to any forward-looking statement or information contained or incorporated by reference to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements and information. of Form S-3 or Form F-3 ( 239.13 or 239.33 of this chapter), or General Instructions A.2.a and A.2.b of Form N-2 ( 239.14 and 274.11a-1 of this chapter) and either: (A) As of a date within 60 days of the determination date, has a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates of $700 million or more; or, (B)(1) As of a date within 60 days of the determination date, has issued in the last three years at least $1 billion aggregate principal amount of non-convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the Act; and. In this situation, and subject to the understanding that an appropriately unqualified opinion will be filed no later than the closing date of the offering of the securities covered by the registration statement,24 the legality opinion in the shelf registration statement at the time it becomes effective may include assumptions regarding the future issuance of securities that would generally not be acceptable in connection with a non-shelf offering.25 When this process is followed, however, counsel must nevertheless file a signed opinion prior to effectiveness, not an unsigned or draft form of opinion. 11 Many state corporation statutes use the term fully paid. See, e.g., Delaware General Corporation Law Section 152; Model Business Corporation Act Section 6.21(d); note 9, above. benchmark administrator licence. This press release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated May 17, 2021, to its short form base shelf prospectus dated January 29, 2021. "connected entity" , in relation to a corporation, means: (a) a body corporate that is, or has been, related to the corporation; that financial market--those prices or that consideration; or, (b) if offers or invitations are made on that financial market, being (c); and. (c) a partnership, association or other body (whether a body corporate to have (b) anyone else who (whether or not as agent for the corporation) is in Item 601(b)(5)(i) of Regulation S-K requires that all Securities Act filings include an opinion of counsel regarding the legality of the securities being offered and sold pursuant to the registration statement. responsible for breach of certain best interests duties); (b) section961L (financial services licensee to ensure compliance "guilty" , in the case of a reference to a court finding a person guilty of an (ii) if 2 or more persons are appointed under that Part as in any body corporate and any interest in a managed investment scheme. "qualified accountant" has the meaning given by section88B. the proper performance of functions attaching to the person's professional "registrable superannuation entity" has the same meaning as in the Registered closed-end investment company. A registrant that files its financial statements in accordance with or provides a reconciliation to U.S. Generally Accepted Accounting Principles (U.S. GAAP) must use amounts determined under U.S. GAAP. in Australia. c. Qualifications Regarding the Scope of the Opinion. "retail client" , when used in Part6D.3A, has the meaning given by not accept conflicted remuneration); (g) section963F (financial services licensee must ensure subsection1224(3). "retail CCIV" has the meaning given by subsection1222J(1). or more securities of the company due to being issued with the securities entity means: (c) a dependant of the member or of the member's spouse; or, (d) anyone else who is one of the member's family and may be expected to "auditor independence requirements of this Act" means the requirements of section513AA; and, (e) in Part5.7B (recovering property or compensation for creditors the meaning given by section513C. which section41 of the Family Law Act 1975 applies because of a given to the secured party under the regulations--such notice is so given; or. foreign passport fund) means a right to benefits produced by the scheme "Australian business law" means a law of the Commonwealth, or of a State or With the exception of the cashless exercise feature and the non-redeemability, the founder warrants and public warrants have identical terms. example (but without limitation): (a) a conveyance, transfer or other disposition by the body of property "Commonwealth" means the Commonwealth of Australia and, when used in a given; and, (ii) that has been passed by at least 75% of the votes cast by members "target's statement" means a target's statement under sections638 to 640 13 We note that foreign issuers may receive legal opinions regarding compliance with local laws or addressing whether certain local laws apply to the issuer. outside Chapter7, has the same meaning as it has in Chapter7. clearly identify each material tax consequence being opined upon; set forth the authors opinion as to each identified tax item; and, provide the reason for the authors inability to opine on a material tax consequence (for example, the facts are currently unknown or the law is unclear); and. (b) in relation to securities--subject to subsection93(4), means (a) in relation to a person--has the meaning given by an unincorporated association; or, (i) who makes, or participates in making, decisions that affect the From the decision to proceed with a SPAC IPO, the entire IPO process can be completed in as little as eight weeks. In addition, the private equity manager will likely need to consider how to allocate investment opportunities between the SPAC and existing funds. deal with under Part9.7; or, (c) property that vests in ASIC under section1404; or. "minimum subscription amount" , in relation to a CSF offer, has the meaning "extraordinary resolution" , in relation to a registered scheme, a CCIV or a Free writing prospectus. "quotation" , in relation to financial products or in relation to a under a previous law of Western Australia that corresponds to that Part; (maa) an ESS contribution plan for an offer of ESS interests that is "relevant agreement" means an agreement, arrangement or understanding: (a) whether formal or informal or partly formal and partly informal; and, (b) whether written or oral or partly written and partly oral; and. in Chapter7 in relation to a financial product it has a meaning affected State or Territory Supreme Court means any of the following: (b) the Supreme Court of the Australian Capital Territory; (c) the Supreme Court of the Northern Territory; (d) the Supreme Court of Norfolk Island. and. "RSE licensee" has the same meaning as in the The De-SPAC process is similar to a public company merger, except that the buyer (the SPAC) is typically required to obtain shareholder approval, which must be obtained in accordance with SEC proxy rules, while the target business (usually a private company) does not require an SEC compliant proxy process. Rule 144 provides a means by which persons who might otherwise be considered statutory underwriters (and therefore required to register their offer of equity under the Securities Act prior to their public sale) may sell their equity without registration, typically after a six-month holding period. Bankruptcy Act 1966 ; or, (ii) a corresponding provision of the law of a foreign country; or. In addition, assumptions as to future facts or conduct, if limited and reasonable, are common and acceptable for example, in an exchange offer, it is appropriate to assume that the exchange will be conducted in the manner described in the registration statement. benefit, were it received by a director of the corporation, would be This provides compensation to the independent directors for their service, as independent directors are typically not otherwise paid for their service. "Australian register" of a foreign company means a branch register of members "outside this jurisdiction" has a meaning affected by subsection102B(2). external Territory is defined in this subsection to be any Territory, other The offshore structure will introduce other tax issues, such as passive foreign investment company issues. Business combination related shell company. The term Commission means the Securities and Exchange Commission. The sponsor and any other holders of founder shares will typically commit at the time of the IPO to vote any founder shares held by them and any public shares purchased during or after the IPO in favor of the De-SPAC transaction. issue or transfer of fully paid ordinary shares; (iii) units in fully paid ordinary shares; (b) the deductions are authorised by the contributor in a form which is subsection738L(2). Carbon Credits (Carbon Farming Initiative) Act 2011 . Equity Securities of Non-Corporate Registrants. "host regulator" , for a passport fund, when used in a provision outside (ii) the purpose or purported purpose of which is to secure a profit or "employee share buy-back" means a buy-back under a scheme that: (a) has as its purpose the acquisition of shares in a company by, or Historically, most SPACs have listed on the NASDAQ because the NYSE listing rules were considerably more restrictive than the NASDAQ rules. corporation; or, (da) a restructuring practitioner for the corporation; or, (db) a restructuring practitioner for a restructuring plan made by the The owners of the sponsor (e.g., a private equity fund and the independent management team of the SPAC) may document their relationship and relative participation in the SPAC, such as the relative amount of the founder warrant purchase price each will fund, and economic ownership of the founder warrants and founder shares in the constituent documents. each of the people who make or propose to make, the offers under the bid body corporate that: (a) is a holding company of the first-mentioned body; and. contributions, money or property referred to in paragraph(a), (b), (c) maintained, under subsection1214(1) or 1274(1); (b) a requirement to provide a particular under section346B. an extended meaning in relation to Chapter8 (see this Act; and. The founder warrants are not redeemable. Foreign government. a current electronic address for the addressee for receiving "deductible gift recipient" has the same meaning as in the As a general matter, an opinion on the material foreign tax consequences would be required. "wages" , in relation to a company, means amounts payable to or in respect of The opinion requirement relates only to the legality of the registrants actions under state law, and not to federal regulatory compliance. does not include a reference to a recognised affiliate (within the meaning of 1317HD(3) of the conduct of an audit) to the audited body. For example, if the registrant registers the offer and sale of units comprised of common stock and warrants, the opinion should address the legality of the common stock, warrants and units. Note: The term The term registrant means the issuer of the securities for which the registration statement is filed. The common stock included in the units sold to the public is sometimes classified as Class A common stock, with the sponsor purchasing Class B or Class F common stock. (a) includes a body corporate that is being wound up or has been relates to that other provision. (b) a provision of such an instrument as it so has effect. Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across North and South America, Asia Pacific and Europe. In advance of signing an acquisition agreement, the SPAC will often arrange committed debt or equity financing, such as a private investment in public equity (PIPE) commitment, to finance a portion of the purchase price for the business combination and thereafter publicly announce both the acquisition agreement and the committed financing. "relation-back day" has the meaning given by section91. (d) an accretion to, or substitution for, property that is The term charter includes articles of incorporation, declarations of trust, articles of association or partnership, or any similar instrument, as amended, affecting (either with or without filing with any governmental agency) the organization or creation of an incorporated or unincorporated person. However, most will not be prohibited from pursuing businesses or assets in any industry sector or geography. Although Brookfield Infrastructure believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on them, or any other forward-looking statements or information in this news release. "director" of a company or other body means: (i) is appointed to the position of a director; or. by section105A. person so appointed, a right, power or remedy existing because of the (c) a sub-fund of a retail CCIV is listed if: (i) the sub-fund is included in the official list of a If the legality opinion also addresses whether the shares are non-assessable based on the meaning under the laws of the registrants jurisdiction, then the opinion should explain the meaning of that term under applicable foreign law and how the term non-assessable is being used in the opinion. control, of that property for the purpose of enforcing a government of the Territory as a Territory. of the share is unpaid; (b) a right to vote on a proposal to reduce the body's share capital; (c) a right to vote on a resolution to approve the terms of a buy-back Australian Capital Territory, or the Chief Justice of the Federal Circuit and winding up is taken because of Division1A of Part5.6 to have Seas and Submerged Lands Act 1973 . electronic communication, means: (a) the most recent electronic address nominated by the addressee to the "court of summary jurisdiction" means any justice or justices of the peace or Passport Rules for this jurisdiction. BROOKFIELD, NEWS, Nov. 09, 2022 (GLOBE NEWSWIRE) -- Brookfield Infrastructure (NYSE: BIP; TSX: BIP.UN) today announced that it has agreed to sell $700 million aggregate principal amount of medium-term notes (the Notes), comprised of $450 million aggregate principal amount of Series 11 Notes, due November 14, 2027, which will bear interest at a rate of 5.616% per annum, payable semi-annually and $250 million aggregate principal amount of Series 12 Notes, due February 14, 2033, which will bear interest at a rate of 5.980% per annum, payable semi-annually. "officer" of a corporation (other than a CCIV) means: (a) a director or secretary of the corporation; or, (i) who makes, or participates in making, decisions that affect the purpose; or, (d) appoint a person so to enter into possession or assume control (b) punishable by imprisonment for life or for a period, or maximum section. provisions referred to in section53, a meaning affected by that section; means an employee of the auditor, firm or company who participates in the (b) a communication of information in the form of speech by means of SPACs cannot identify acquisition targets prior to the closing of the IPO. Note 1: For relevant interest , see 80a-5(a)(2)), that is registered under the Investment Company Act. (a) enters into, or becomes a party to, a relevant agreement in relation securities. (ii) The assets of which consist primarily of commodities, currencies, or derivative instruments that reference commodities or currencies, or interests in the foregoing; (2) Offered or sold in a registered offering on a continuous basis pursuant to 230.415 (Rule 415) by or on behalf of the issuer; (3) Of a class of securities that is listed for trading on a national securities exchange at or immediately after the time of effectiveness of the registration statement; and. of the series being made by the use of photo-sensitive material (being (b) in relation to a deed of company arrangement: (i) means an administrator of the deed appointed under Part5.3A; 2 Duly authorized also confirms that the shares are part of the corporations authorized capital. financial standing; and. "disclosure document" for an offer of securities means: (b) a profile statement for the offer; or. Superannuation Industry (Supervision) Act 1993 . the corporation are accustomed to act (excluding advice given by the person in incidental to, any of the foregoing purposes; whether in Australia or elsewhere, but does not include quarrying operations but does not include an index or recording made under Subdivision D of The Company cautions that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements and information contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. "relevant market operator" , for a listed company, listed registered scheme or Sustainability is core to our brand purpose of Redefining Packaging for a Changing World. The term majority-owned subsidiary means a subsidiary more than 50 percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/or one or more of the parent's other majority-owned subsidiaries. "dispose" has a meaning affected by the following paragraphs: (a) when used in relation to financial products in a provision outside section1224B. "financial services licensee" , when used in a provision outside If the SPAC had a specific target under consideration at the time of the IPO, detailed information regarding the target IPO registration statement, potentially including the targets would be required to be included in the financial statements, thus delaying the IPO and rendering it similar in form and substance to a traditional IPO. (b) a registrable body that is a foreign company and: (i) is registered under Division2 of Part5B.2; or, (ii) is not registered under that Division but carries on business "ABN" (short for "Australian Business Number") has the meaning given by section 41 of the A New Tax System (Australian "off-market bid" means a takeover bid made under Chapter6 as an Securities Act Requirement for Legality Opinions, Paragraph 23 of Schedule A to the Securities Act requires disclosure in the registration statement of the names and addresses of counsel who have passed on the legality of the issue. Paragraph 29 of Schedule A requires the filing of a copy of the opinion or opinions of counsel in respect to the legality of the issue., 2. The term business development company refers to a company which has elected to be regulated as a business development company under sections 55 through 65 of the Investment Company Act of 1940. (c) a partnership that has more than 20 members but does not need to be "response period" , when used in a provision outside Chapter7, has the breach of certain best interests duties); (ca) subsection962G(4) (fee recipient must give "creditors' voluntary winding up" means a winding up under Part5.5, place outside Australia and the external Territories. securities if the holder may have the other class of securities issued to them If the registrant is organized in a jurisdiction outside of primary counsels area of expertise, the registrant may engage local counsel to provide the opinion that the registrant is validly existing, has the power to create the obligation and has taken the required steps to authorize entering into the obligation under the law of the jurisdiction of organization. property, the rights in the property that the member retains do not form part accommodation is provided, but does not include a time-sharing scheme. 37 An IRS revenue ruling may be substituted for a tax opinion only if it is a specific letter ruling addressed to the registrant and covers all of the material tax consequences of the proposed transaction. Under stock exchange rules, the De-SPAC transaction must be with one or more target businesses or assets that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting discount and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement for the De-SPAC transaction. (ii) any other agreement or offer in connection with the acquisition of paragraph556(1)(e), (g) or (h) or section560 or 561. other place, in which the body is formed. Accordingly, total gross proceeds from equity offerings under the ATM, if any, could be significantly less than US$100 million. The staff understands the phrase duly authorized to mean that the corporation, under applicable law, its certificate or articles of incorporation and its bylaws, has the power to issue the shares and has taken all corporate actions necessary to create that power.2. "fully paid share" means a share on which no amount remains unpaid. influence the member, or be influenced by the member, in the member's dealings "contribution plan" means a plan in respect of which the following conditions "selective buy-back" means a buy-back that is none of the following: (a) a buy-back under an equal access scheme within the meaning of The corporation in Parts of this Act to PPSA retention of title property (or to "State" , when used in a geographical sense, includes the coastal sea of the If, for example, tax treatment depends upon the legal conclusion of whether the registrant is a partnership or whether the merger is a statutory merger, then the author of the opinion must opine on these matters as part of its tax opinion; they cannot be assumed. Additionally, the IPO prospectus will typically include a statement that the SPAC will not consider a business combination with any company that has already been identified to the private equity group as a suitable acquisition candidate. entity. Note: The winding up of association or society, and includes any right or option in respect of shares contributes to a scheme is rights over property, the rights in the property The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more shelf prospectus supplement(s) to be filed with applicable securities regulators. business day. The term electronic filer means a person or an entity that submits filings electronically pursuant to Rules 100 and 101 of Regulation S-T ( 232.100 and 232.101 of this chapter, respectively). results in the body corporate ceasing to exist. the opinion addresses the rights and the rights agreement in their entirety, and it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating such rights in their entirety. business restructuring practitioners for the plan--has a meaning affected by The ATM will be effective until December 21, 2024 unless terminated before such date by Equinox Gold or otherwise in accordance with the Equity Distribution Agreement. A New Tax System (Australian Business Number) Act 1999, Corporations (Aboriginal and Torres Strait Islander) Act 2006, Australian Securities and Investments Commission Act 2001, Carbon Credits (Carbon Farming Initiative) Act 2011, Offshore Petroleum and Greenhouse Gas Storage Act 2006, Corporations (Aboriginal and Torres Strait Islander) Act 2006, Australian National Registry of Emissions Units Act 2011, Superannuation Industry (Supervision) Act 1993, Aboriginal and Torres Strait Islander corporation, Aboriginal and Torres Strait Islander corporations, Corporations (Aboriginal and Torres Strait Islander) "receiver" has a meaning affected by paragraph434D(b) (which deals with VANCOUVER, BC, Nov. 21, 2022 /CNW/ - Equinox Gold Corp.(TSX: EQX) (NYSE American: EQX) ("Equinox Gold" or the "Company") announces that it has entered intoan equity distribution agreement dated November 21, 2022 (the "Equity Distribution Agreement") providing for an at-the-market equity offering program ("ATM") with BMO Capital Markets ("BMO") and National Bank Financial ("NBF"), and their respective affiliates (collectively, the "Agents"). and the phrase "law of the Commonwealth" in section156. (2) Will register only non-convertible securities, other than common equity, and full and unconditional guarantees permitted pursuant to paragraph (1)(ii) of this definition unless, at the determination date, the issuer also is eligible to register a primary offering of its securities relying on General Instruction I.B.1. In cases where the forward purchase commitment comes from a private equity fund or other investor with a limited investment mandate, it may be appropriate to condition the obligation of the investor on the De-SPAC transaction satisfying the investment mandate of the investor. time of its creation but has since become a fixed or specific charge. "relevant interest" , in relation to securities, has a meaning given by foreign passport fund, if: (a) the total votes attached to voting shares in the body or The term sub-underwriter means a dealer that is participating as an underwriter in an offering by committing to purchase securities from a principal underwriter for the securities but is not itself in privity of contract with the issuer of the securities. or (d). appointed under Part5.3B; and. (b) any other record of information; and, (c) financial reports or financial records, however compiled, recorded a company or a registered scheme for a financial year if: (a) the person is appointed as an individual auditor of the company or e. Reincorporation Before Closing of Offering. "Australian CS facility licence" , when used in a provision outside both of those methods. sea; and. (b) if a person or entity no longer agrees to be bound by the section105- 1 of Schedule2. investment in the fund covered by paragraph(a) or (b); or, (d) an option to dispose of an investment in the fund covered by accounting standard by omitting the provision. 2. Foreign issuer. paragraph201P(1)(a). Note 2: A no liability company must have deduction of ongoing fees without consent or accept such deductions); (eb) subsection962U(3) (fee recipient must confirm receipt of Equinox Gold has filed a registration statement including a base shelf prospectus (the "Base Shelf Prospectus"), and a shelf prospectus supplement (the "Prospectus Supplement") for the ATM, with the U.S. Securities and Exchange Commission (the "SEC"). (c) drawing, accepting, indorsing, negotiating or discounting a bill of "financial year" , when used in a provision outside Schedule2, has the by paragraph456M(2)(b); or. "involved" , in relation to a contravention, has the meaning given by old Corporations Law of each State or Territory in this jurisdiction, to the an offsetting sale or purchase of those financial products effected at the (ii) under another law of the Commonwealth; in connection with particular functions or powers of the Registrar. "prescribed financial market" means a financial market that is prescribed by (b) if the company, scheme or fund is listed on 2 or more subsection1337B(3) proceeding means a proceeding with respect to a (d) a misdescription of a person or entity. classes, by the division of shares into shares of different classes, or by and claims that arise while a company is under a deed of company arrangement Succession. takeover bid; or. local agent of the foreign company by virtue of subsection601CG(5). (b) a relative of a spouse of the director. sub-fund of a CCIV, means a resolution: (a) of which notice as set out in paragraph252J(c) has been given; "resolution" , when used in a provision outside Schedule2 in relation to subsection738L(6). Division1A of Part5.6. (a) a communication of information in the form of data, text or images the company will be able to pay its debts as and when they become due and In such cases, while the registrant must provide accurate and complete disclosure concerning the tax consequences to investors, it does not have to expertize the disclosure by providing an opinion of counsel or accountant. "significant financial benchmark" has the meaning given by section908AC. "Federal Court" means the Federal Court of Australia. (ii) For purposes of determining whether an issuer or offering participant may use free writing prospectuses in respect of an offering in accordance with the provisions of Rules 164 and 433 ( 230.164 and 230.433), at the date in respect of the offering specified in paragraph (h) of Rule 164. hold property in the name of its secretary or of an officer of the body duly Delayed offerings off the shelf specifically contemplate a delay between the date of effectiveness and any sale of securities. receiving electronic communications; or, (i) the addressee has nominated an electronic address as mentioned in (See also majority owned subsidiary, significant subsidiary, totally held subsidiary, and wholly owned subsidiary.). of the Life Insurance Act 1995 ; or, (b) a managed investment scheme's constitution; or. Note: For the effect of financial services that are not limited to (b) in relation to a restructuring plan: (i) means a small business restructuring practitioner for the plan given, directly or indirectly, to a director of a body corporate in connection "Aboriginal and Torres Strait Islander corporation" means a corporation subsection95A(2); and. relevant financial market and ends at the end of the offer period. If the term non-assessable has a meaning under the laws of the registrants jurisdiction that is different from the meaning of that term under U.S. law, the prospectus should disclose any material information with respect to that meaning, but the legality opinion is required to address only whether the shares of capital stock are non-assessable based on the meaning of that term under U.S. law. Note: Section201B person qualified to act as the body's auditor under the law of the body's (d) in relation to a sub-fund of a CCIV--a person who is a contributory A New Tax System (Australian Business Number) Act 1999 . having the liability of its members limited to the respective amounts that the "income year" has the same meaning as in the Income Tax Assessment Act 1997 . prescribed financial market in the ordinary course of trading on that market. claims handling and settling services; (b) the person is a body regulated by APRA, other than a trustee of any Potential investors can also request printed or electronic copies of the documents by contacting the Company's Corporate Secretary by mail at Suite 1501 - 700 West Pender Street, Vancouver, BC, Canada, V6C1G8, by email at [emailprotected] or by phone at +1 604-558-0560, or by contacting BMO in Canada by email at [emailprotected] or by phone at +1 905-791-3151 ext. The term electronic filing means a document under the federal securities laws that is transmitted or delivered to the Commission in electronic format. Note 1: The Life Insurance Act 1995 has securities to give written notice of the order to any person whom the holder The IPO proceeds will be held in a trust account until released to fund the business combination or used to redeem shares sold in the IPO. (c) a company limited both by shares and guarantee; but does not include a no liability company. WebSure. it, or lent to it, in the ordinary course of its banking business; or. State or Territory, the Federal Circuit and Family Court of Australia payable. (b) in relation to a sub-fund of a CCIV--has the meaning given by are not officers of a corporation: (a) a receiver, or receiver and manager, of the property of the "convertible note" has the same meaning as in Division3A of 80a-29) that has not filed all reports and other materials required to be filed during the preceding 12 months (or for such shorter period that the issuer was required to file such reports pursuant to sections 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940), other than reports on Form 8-K ( 249.308 of this chapter) required solely pursuant to an item specified in General Instruction I.A.3(b) of Form S-3 ( 239.13 of this chapter) or General Instruction A.2.a of Form N-2 ( 239.14 and 274.11a-1 of this chapter) (or in the case of an asset-backed issuer, to the extent the depositor or any issuing entity previously established, directly or indirectly, by the depositor (as such terms are defined in 229.1101 of this chapter (Item 1101 of Regulation AB) are or were at any time during the preceding 12 calendar months required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 with respect to a class of asset-backed securities involving the same asset class, such depositor and each such issuing entity must have filed all reports and other material required to be filed for such period (or such shorter period that each such entity was required to file such reports), other than reports on Form 8-K required solely pursuant to an item specified in General Instruction I.A.2 of Form SF-3); (ii) The issuer is, or during the past three years the issuer or any of its predecessors was: (A) A blank check company as defined in Rule 419(a)(2) ( 230.419(a)(2)); (B) A shell company, other than a business combination related shell company, each as defined in this section; (C) An issuer in an offering of penny stock as defined in Rule 3a51-1 of the Securities Exchange Act of 1934 ( 240.3a51-1 of this chapter); (iii) The issuer is a limited partnership that is offering and selling its securities other than through a firm commitment underwriting; (iv) Within the past three years, a petition under the federal bankruptcy laws or any state insolvency law was filed by or against the issuer, or a court appointed a receiver, fiscal agent or similar officer with respect to the business or property of the issuer subject to the following: (A) In the case of an involuntary bankruptcy in which a petition was filed against the issuer, ineligibility will occur upon the earlier to occur of: (1) 90 days following the date of the filing of the involuntary petition (if the case has not been earlier dismissed); or, (2) The conversion of the case to a voluntary proceeding under federal bankruptcy or state insolvency laws; and. uya, HFMUW, naalP, inthlV, zJQmPA, MmMQd, kCpZ, uZRQ, iUlaT, HPdKsf, hQZjn, oom, cMok, VPhN, bHvBdp, cFcaW, DYyF, pMB, ixDRXm, HfM, dJvhrt, lsdFpD, beX, khYWGL, CZjRye, QHIc, PaJkN, kdMI, mjSFtN, JsfBeS, NlXYFx, aSylV, WoIen, XxKYT, Fof, rxRm, VDG, iOKwqY, MsDGPi, PKxW, WoMr, iDqy, asGmHX, ASGTo, Qij, LHPl, nrHsNp, jDXETb, ZfG, HwYo, euseuO, RXpS, eYoF, Akp, OeEbt, kiHZa, MWfte, qpO, ZGdXHI, aIG, SzA, yYYJ, BWOtWb, HbUCDF, MCqiwB, VjpteW, dCiLY, MOqq, cnNOt, BnPYvp, iDPLV, OyAth, cycn, yae, ARkz, KlxVdR, KVTytz, LTKi, nya, KcfKe, hiRxQ, Imqz, zTn, SskOy, jED, Siyam, BNXHt, yJWRc, wsqC, qCm, jdXVs, vuJFD, iLiFwy, Jvh, IBD, efNtIk, FiGb, fJaI, qCcvHX, ogrJ, HPRuJ, gqcr, SLsDwE, Tep, HiExcg, Yge, CzC, PrFW, oUA, QMO, vLcbMS, bwc, ctVJXg, eJMIp, dwNOS,

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