Accredited Investor Status in the U.S. and Canada. The ​ is an “accredited investor” as that term is defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, as modified by Section 413(a) of the Dodd-Frank Act which deletes from the calculation of net worth the “value of the primary residence” of the investor. The ​ is an “accredited investor” as that term is defined in Section 1.1 of the Canada National Instrument 45-106 (“NI45-106”). Specifically, the ​ either has # net financial assets in excess of Canadian $1,000,000; or # net income before taxes in excess of Canadian $200,000 per year in each of the most two recent calendar years or Canadian $300,000 combined with his spouse in each of the two most recent calendar years.