Accredited Investor (under Private Issuer Exemption)
Under the accredited investor, a company can sell securities to an accredited investor in any amount without providing any disclosure about the issuer. There is no limit on the number of purchasers or the amount that can be raised using the accredited investor exemption.
An accredited investor includes:
- persons buying at least $150,000 of securities
- financial institutions
- registered advisers or dealers
- pension funds
- mutual funds selling only under a prospectus or to accredited investors or persons buying at least $150,000 of securities
- corporations, limited partnerships, trusts or estates having net assets of at least $5 million
- individuals who have at least $1 million in financial assets (cash and securities) before taxes. (In calculating an individual's financial assets, any outstanding loans incurred to acquire those assets must be deducted.)
- individuals whose net income before taxes exceeds $200,000 (or $300,000 combined income with spouse) in each of the two most recent years and who reasonably expects to exceed that net income in the current year
- individuals who have at least $5 million in net assets
Purchasers who qualify as an accredited investor in the last three categories listed above must sign a risk acknowledgement form 
Form 45-106F9. It requires the purchaser to acknowledge that the investment is risky and requires the purchaser to confirm that they understand how they qualify as an accredited investor. It is two pages – short and in plain language to ensure that purchasers understand the risk.