Hello all, I am just verifying the shares sold to me by ECI with the Ontario Securities Commission (OSC) to make sure everything is above board. Foreign shares were solicited and sold to me, a Canadian in Ontario, and as to be comfortable with the legality of the securities I arranged a search for the security sale in the OSC database. It seems the shares sold are not on file in the OSC as required by law for foreign entities. We are also past the 30 day submission window. Other issues with securities being sold to Canadians are also noted below such as potentially failing to pay the yearly fee for secuirty sales as a foreign entity. There is also an issue with what I believe ECI Developments is claiming a Canadian Accredited Investor is, vs, what actually is a permitable accredited Canadian investor.
This may be an oversight, so wanted to clarify the information on these securities and potential issues.
Please note, parties were paid for a report and entity search so this information is of immediate and vital importance on the trade of ECI shares. Currently, and leading up to 10/4/2024, no information determining a MICHAEL K COBB, representing ECI DEVELOPMENTS, or EXOTIC CAYE INTERNATIONAL, or similar, was found in the database as a legal entity for trades or solicitation in Canada.
This I am sure is a mistake, or oversight, so to this end, I would like to verify information direct to submit to the OSC in haste to make sure these shares are a valid transaction within Canada. It would also seem I cannot hold these shares as I am not  what is considered a "permitable / accredited investor". It would also seem since they are not registered in Canada, I cannot hold these legally, or sell these securities in any fashion and would like to clarify. Maybe I am missing something?
Provided information from the questions below will determine if OSC requests a Tribunal Proceeding to understand the full scope and nature of the trade, or if the request for validating ECI shares in Canada will be withdrawn by myself.
If after reading the questions, and verifying the Canadian acts and policies below, there are misunderstandings, please contact me for further discussion, and resolution to these concerns.
 
QUESTIONS 
ALL QUESTIONS INCLUDE INFORMATION BELOW FROM THE CANADIAN OSC SECURITY ACT IN REGARDS TO CANADIAN OSC POLICY 
PLEASE PROVIDE COMPLETE NAME OF THE COMPANY SOLICITING TRADES TO CANADIANS, AND WHICH FIRM MICHAEL K COBB IS REPRESENTING, IN CANADA. EMAILS SHOW A MICHAEL K COBB WHO IS REPRESENTING ECI DEVELOPMENTS / EXOTIC CAYE INTERNATIONAL DEVELOPMENTS AS SOLICITING, AND EXECUTING, TRADES IN CANADA.
IMPORTANT NOTICE
CURRENT LIST OF APPROVED CANADIAN FOREIGN AND DOMESTIC REGISTRANTS IS ATTACHED.
PLEASE PROVIDE PROOF OF JURISDICTION APPROVAL, AND INFORMATION ON APPOINTMENT OF AGENT FOR SERVICE AS TO VERIFY (sections 8.18 [approved international dealer] and 8.26 [approved international adviser])
PLEASE PROVIDE PROOF OF UP TO DATE PAYMENT TO THE OSC FOR LEGALLY SOLICITING AND SELLING PRIVATE SECURITIES IN THE DISTRICT OF ONTARIO CANADA, AS WELL AS FILINGS AND FEES INCLUDING FORM Form 45-106F1 REQUIRED WHEN ISSUING A FOREIGN TRADE, AND ASSOCIATED PARTICIPATION FEES
PLEASE PROVIDE INFORMATION WHERE APPROVED PERMITTED AND ACCREDITED CLIENTS ARE FOUND FOR SOLICITATION. PERMITTED AND ACCREDITED INVESTOR MUST MEET THE STATUTES LAID OUT BY THE ONTARIO SECURITIES COMMISSION (OSC). 
PLEASE PROVIDE FULL FLI REPORT FOR SHAREHOLDER SECURITY BEING SOLICITED AND SOLD TO CANADIANS
PLEASE PROVIDE OSC REPORT NOTIFYING PRIVATE INFORMATION DISCLOSURE OF CLIENT AFTER SECURITY SALE TO A CANADIAN CLIENT

****IMPORTANT NOTICE****
__________________________________________________________________________
AN INDEPENDANT ANALYST HAS VERIFIED THAT MARK LEPORE DOES NOT MEET, AND HISTORICALLY HAS NOT MET, THE STANDARD OF ASSETS TOTALLING OVER $5 MILLION CANADIAN, (NEVER EXCEEDING $2.5 MILLON) FOR A PERMITTABLE ACREDITED INVESTOR TO BE SOLICITED, OR SOLD TO, IN ONTARIO CANADA
__________________________________________________________________________

DETAILED INFORMATION BELOW ON REGULATIONS AND POLICIES OF THE OSC CAN BE VERIFIED INDEPENDANTLY.

Does the Investment Canada Act apply to me?
For the purposes of the Act, a non-Canadian includes any entity that is not controlled or beneficially owned by Canadians.
If you are a non-Canadian and you propose to establish a new Canadian business, or to acquire an existing Canadian business, or sell securities, then you MUST either file a Notification or an Application for Review of the investment unless a specific exemption applies (s.10).

When do I have to file a Notification?
If you are a non-Canadian then you must file a notification each and every time you commence a new business activity in Ontario Canada .
A Notification must be filed no later than thirty days after the implementation of the investment.

Registration of fund managers and intermediaries – Dealer registration
The marketing of securities in Canada to prospective investors is, broadly speaking, a registrable trading activity for which the entity that is doing the marketing – be it the fund, the fund manager or an intermediary (e.g. a placement agent) – may require registration as a dealer with the applicable securities commission(s), or an exemption therefrom. The manager of the fund that is being marketed in Canada may also become subject to a separate registration requirement in the category of “investment fund manager” as a result of these marketing activities, even if it is not doing the marketing. This is discussed in detail below.
The need for dealer registration in Canada is determined via a “business trigger” test. An entity that is “in the business” of trading in securities must be registered as a dealer (or avail itself of an exemption), or act solely through an agent who is registered or exempt.

INTERNATIONAL DEALER EXEMPTION
To make sales to Canadian residents, Canadian securities laws generally require a foreign dealer to either (a)
become registered as a dealer in the Province in which the sale is made or (b) rely on an exemption from
registration. The international dealer exemption is one such registration exemption commonly relied upon by
foreign dealers that distribute certain types of securities to permitted clients in Canada.
To rely on the international dealer exemption in a particular Province, a foreign dealer must:
• have a head office or principal place of business in a foreign jurisdiction;
• be registered as a dealer under the securities legislation of such foreign jurisdiction;
• be engaged in the business of a dealer in such foreign jurisdiction;
• be acting as principal or as agent for the issuer of the securities, for a permitted client or for a person
or company that is not a resident of Canada; and
• have submitted to the provincial securities regulatory authority a completed Form 31-103F2 –
Submission to Jurisdiction and Appointment of Agent for Service.
Foreign dealers relying on the international dealer exemption have restrictions on the type of securities they
can sell. Securities permitted to be sold include equity securities of non-Canadian issuers, so long as they are
not sold during a distribution under a prospectus filed in Canada; debt securities of non-Canadian issuers; and
debt securities of Canadian issuers so long as they are offered primarily outside Canada and a prospectus has
not been filed in Canada. A foreign dealer relying on the international dealer exemption cannot sell Canadian equities under any circumstances.
Foreign dealers relying on the international dealer exemption have restrictions on the type of clients to whom
they can sell securities. Permitted clients are a subset of Accredited Investors and include: banks; credit unions;
trust loan and insurance companies; the Government of Canada or of any Province of Canada; individuals with
"financial assets" (i.e., cash, securities, insurance contracts or evidences of deposit) with a net realizable value in
excess of Cdn.$5 million; and entities other than individuals with net assets in excess of Cdn.$25 million. 
In order to rely on the exemption, the foreign dealer must also notify its Canadian clients that it is not registered
in Canada and that it may be difficult to enforce legal rights against the foreign dealer and must provide the
name and address of its agent for service of process in the relevant provinces. Our recommendation is that the
notice be provided in a "wrapper" that is attached to the offering document provided to Canadian purchasers or,
where that is not possible, in the trade confirmation. Except in Ontario, the foreign dealer must also file a notice
with the relevant regulator every 12 months if it intends to continue to rely on this registration exemption. In
Ontario, this requirement does not apply if the foreign dealer complies with the filing and fee payment
requirements applicable to an unregistered exempt international firm under Ontario Securities Commission Rule
13-502 – Fees. 
EXEMPT MARKET DEALER
A foreign dealer that is unable to rely upon a registration exemption must become registered as a dealer in the
Province in which it intends to distribute securities. Many foreign dealers choose to become registered as
exempt market dealers in Canada.

PURCHASERS’ RIGHTS OF ACTION FOR RESCISSION OR DAMAGES
Purchasers in Manitoba, Newfoundland and Labrador, New Brunswick, Nova Scotia, Prince Edward Island,
Saskatchewan and certain purchasers in Ontario have a statutory right of action for rescission or damages
where an offering memorandum contains a misrepresentation (which includes an omission to state a material
fact) if the private placement is made in reliance on the Accredited Investor Exemption or the Minimum
Investment Exemption. In Ontario, this statutory right of action is not available to a purchaser that is a financial
institution such as a bank, loan corporation, trust company or insurance company. 

FORWARD-LOOKING INFORMATION
Issuers that are reporting issuers in Canada must comply with rules that govern the disclosure of "forwardlooking information" both of a financial and non-financial nature contained in offering memoranda (the "FLI
Rules"). Under the FLI Rules, forward-looking information is any disclosure regarding possible events,
conditions or results of operations that is based on assumptions about future economic conditions and courses
of action. Accordingly, the FLI Rules apply not just to financial forecasts and projections but also to all other
forward-looking information in or incorporated by reference in a Canadian offering memorandum, including
statements contained in an issuer's MD&A and other documents incorporated by reference. In addition to a
requirement that the issuer must have a reasonable basis for any forward-looking information included in an
offering memorandum, there are additional disclosure requirements for material forward-looking information.
Forward-looking information is considered material if a reasonable investor's investment decision would be
influenced or changed if the information were omitted or misstated. The FLI Rules require that an issuer that
discloses material forward-looking information must:
• identify the forward-looking information as such;
• caution users that actual results may vary from the forward-looking information;
• identify any material risk factors that could cause actual results to differ materially from the forwardlooking information;
• identify the material factors or assumptions used to develop the forward-looking information; and
• describe its policy for updating the forward-looking information.
Often, these requirements will be met through disclosure already in the offering document that is provided to
prospective non-Canadian investors. However, often offering documents used in other jurisdictions do not
disclose the material factors or assumptions used to develop the material forward-looking information or
describe the issuer's policy for updating forward-looking information. For offerings made by issuers that are
reporting issuers in Canada, this information must be included in the wrapper.

COLLECTION OF PERSONAL INFORMATION
An issuer that privately places securities in a Province must provide certain information about purchasers to the
securities regulatory authority in Provinces where sales were made. The wrapper will include a "deemed
representation" to the issuer and the dealers from the purchaser that, among other things, it has been advised
that the issuer must file such information with, and it has authorized the indirect collection of such information
by, applicable securities regulatory authorities.

CONSIDERATIONS
In September 2012, Multilateral Instrument 32-102 – Registration Exemptions for Non-Resident Investment Fund
Managers ("MI 32-102") came into effect in Ontario, Québec and Newfoundland and Labrador. Prior to that time,
non-resident investment fund managers ("IFMs") were not required to register in any Canadian province and
therefore securities offerings of investment funds into Canada on a private placement basis were generally
subject to the same considerations as those that would be applicable to any other foreign issuer. As a result of
MI 32-102, however, IFMs offering securities of investment funds into Ontario, Québec and Newfoundland and
Labrador must either register with the appropriate securities regulatory authority – a lengthy and onerous
process – or rely on the "permitted client" exemption discussed below. In all of the other Provinces, the
registration requirement is not triggered unless the IFM also has "a real and substantial connection" to the
jurisdiction, such as a physical place of business in the particular Province.

PERMITTED CLIENT EXEMPTION
The permitted client exemption allows investment funds to be sold without the IFM being registered. However,
eligibility for the exemption is difficult to achieve and we expect most investment fund issuers will forego one-off
sales in Ontario and Québec rather than attempt to comply. The exemption allows the investment fund's
securities to be sold to "permitted clients", but only if all securities of all investment funds managed by the
particular IFM in Ontario, Québec and Newfoundland and Labrador are held by "permitted clients". If any of the
fund's investors are persons other than permitted clients, potential investors cannot be actively solicited in
Ontario, Québec or Newfoundland and Labrador unless either the non-permitted clients are redeemed out of the
fund or the IFM registers as an investment fund manager. As a practical matter, it may be difficult for an IFM to
confirm that no securities of any of its funds are held by non-permitted clients, which significantly diminishes
the usefulness of this exemption. The exemption is not available to a non-resident IFM if any of the investment
funds it manages are reporting issuers in any jurisdiction of Canada. 
Within 10 days of the date on which a non-resident IFM first relies on this exemption, the non-resident IFM must
file a completed Form 32-102F2 – Notice of Regulatory Action with the applicable securities regulatory authority,
and notice of any change to the information contained in such form must be provided to the securities regulator
within 10 days of the change. In addition, a non-resident IFM that has relied on this exemption at any time
during the 12-month period preceding December 1 in any calendar year must provide the securities regulator in
the applicable jurisdiction(s) with notice of the following by December 1 of that year: (i) the fact that it relied
upon the permitted client exemption and (ii) for all investment funds for which it acts as IFM, the total assets
under management, expressed in Canadian dollars, attributable to securities beneficially owned by residents of
the relevant jurisdiction(s) as at the end of the most recently completed month.

REGISTRATION PROCESS
IFM registration in Canada is a comprehensive process that may take up to eight weeks to complete once all of
the necessary materials have been filed with the applicable securities regulatory authority. A registered IFM is
subject to minimum capital and insurance requirements, financial reporting and record keeping obligations and
compliance system requirements, including having written policies and procedures.

ANNUAL PARTICIPATION FEE
An annual participation fee is payable in Ontario by both registered and unregistered IFMs. The participation fee
is based on the IFM's revenues in Ontario during the year. For registered IFMs, the participation fee is payable
by December 31 of each year. For unregistered IFMs, the participation fee is payable not later than 90 days
following the end of its fiscal year. In addition, each registered and unregistered IFM must file a Form 13-502F4 –
Capital Markets Participation Fee Calculation with the Ontario Securities Commission (the "OSC") by December 1
of each year.

REPORTS OF TRADES
In each of the Provinces, a report of an exempt trade made pursuant to the Accredited Investor Exemption or
the Minimum Investment Exemption must be filed in each Province where sales were made on Form NI 45-106F1
– Report of Exempt Distribution. The filing requirements are similar across the Provinces, though some minor
differences remain. Generally, the reports must be filed within 10 days after the trade and must include a
purchaser's name, address, telephone number and the number and value of the securities purchased. The
report of exempt trade is signed by or on behalf of the issuer. If a distribution is made in Ontario, the
Authorization of Indirect Collection of Personal Information for Distributions in Ontario must be filed along with
Form 45-106F1 with the OSC. No reports are required for exempt trades made in reliance on the Employee
Exemption.

Schedule 1
Accredited Investors
Permitted Clients
(a) a Canadian financial institution or a Schedule III bank;
(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada
Act (Canada);
(c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns
all of the voting securities of the subsidiary, except the voting securities required by law to be owned by
directors of the subsidiary;
(d) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser
or dealer, other than as a scholarship plan dealer or a restricted dealer;
(e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions
or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned
subsidiary of such a pension fund;
(f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in
paragraphs (a) to (e);
(g) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned
entity of the Government of Canada or a jurisdiction of Canada;
(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction,
or any agency of that government;
(i) a municipality, public board or commission in Canada and a metropolitan community, school board, the
Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in
Québec;
(j) a trust company or trust corporation registered or authorized to carry on business under the Trust and
Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign
jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation,
as the case may be;
(k) a person or company acting on behalf of a managed account managed by the person or company, if the
person or company is registered or authorized to carry on business as an adviser or the equivalent under
the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
(l) an investment fund if one or both of the following apply:
(i) the fund is managed by a person or company registered as an investment fund manager under the
securities legislation of a jurisdiction of Canada;
(ii) the fund is advised by a person or company authorized to act as an adviser under the securities
legislation of a jurisdiction of Canada;
Schedules 21

(m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the
securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser
registered under the securities legislation of the jurisdiction of the registered charity;
(n) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an
eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities
legislation of the jurisdiction of the registered charity;
(o) an individual who beneficially owns financial assets, as defined in section 1.1 of NI 45-106, having an
aggregate realizable value that, before taxes but net of any related liabilities, exceeds Cdn.$5 million;
(p) a person or company that is entirely owned by an individual or individuals referred to in paragraph (o),
who holds the beneficial ownership interest in the person or company directly or through a trust, the
trustee of which is a trust company or trust corporation registered or authorized to carry on business
under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of
Canada or a foreign jurisdiction;
(q) a person or company, other than an individual or an investment fund, that has net assets of at least
Cdn.$25 million as shown on its most recently prepared financial statements; or
(r) a person or company that distributes securities of its own issue in Canada only to persons or companies
referred to in paragraphs (a) to (q)

Participation fees
activity fees (including registration fees)
late fees
National Registration Database (NRD) fees