Important: Exempt market investments are not suitable for all investors. You may lose some or all of your invested capital. Do not invest funds you cannot afford to lose.
What is the Exempt Market?
The exempt market refers to the market for securities sold without a prospectus, pursuant to specific exemptions under applicable securities legislation. In Alberta, these exemptions include but are not limited to the accredited investor exemption, the eligible investor exemption, the offering memorandum exemption, and the family, friends and business associates exemption.
Because exempt market securities are not subject to the same disclosure requirements as publicly offered securities, investors in this market assume greater responsibility for their own due diligence and bear greater risk.
Illiquidity Risk
Exempt market securities are generally illiquid. There is no established secondary market for these securities, and there may be no mechanism by which you can sell or transfer your investment prior to maturity or the completion of the issuer's business plan. You should be prepared to hold your investment for an extended and potentially indefinite period of time.
Loss of Capital
There is no guarantee that you will receive a return of your invested capital. Many exempt market issuers are early-stage companies or projects with limited operating history, unproven business models, or assets subject to market, development, or operational risk. The failure rate among exempt market issuers is significant.
Lack of Prospectus Protection
Securities sold in the exempt market are not subject to the same level of regulatory review as securities sold under a prospectus. This means:
- There is no regulatory pre-vetting of the offering memorandum or other disclosure documents
- The information provided by the issuer has not been independently verified by a securities regulator
- Your statutory rights of rescission and damages may be more limited than in the prospectus market
Concentration Risk
Investing in exempt market securities may result in a concentrated portfolio position in a single issuer, sector, or asset class. Lack of diversification can magnify losses. You should consider your overall investment portfolio before making any exempt market investment.
Reliance on Management
The performance of many exempt market investments is heavily dependent on the ability, integrity, and experience of the issuer's management team. Poor management decisions, conflicts of interest, fraud, or misrepresentation by an issuer's management can result in partial or total loss of your investment.
Regulatory and Legal Risk
Changes in applicable laws, regulations, or government policy may adversely affect the value or viability of an exempt market investment. Tax treatment of exempt market investments may also change, potentially affecting your after-tax returns.
Valuation Risk
Exempt market securities are not subject to continuous market pricing. The value of your investment may be difficult to determine at any given time and may differ significantly from the price at which you purchased the securities.
Offering Memorandum
Before investing in any exempt market security, you will be provided with an Offering Memorandum (OM) prepared by the issuer. You are strongly encouraged to read the OM carefully in its entirety, including all risk factors described therein, and to seek independent legal, financial, and tax advice before making an investment decision.
Suitability
John P. Sao Miguel, as your Exempt Market Dealing Representative, is required to assess whether any exempt market investment is suitable for you based on your financial situation, investment objectives, risk tolerance, and investment knowledge. You are encouraged to discuss your complete financial circumstances openly and honestly to enable a proper suitability assessment.
Right of Rescission
Under the Securities Act (Alberta) and applicable regulations, you may have a right of rescission or damages in certain circumstances where an offering memorandum contains a misrepresentation. The terms and conditions of these rights are described in the offering memorandum for each specific investment. You should review these provisions carefully.
Contact
If you have questions about the risks described in this disclosure, please contact us at info@corvaxfinancial.com or 587.433.3134 before proceeding with any investment.
Last updated: May 2026. This disclosure is provided for informational purposes and does not constitute legal or financial advice. Corvax Financial is operated by John P. Sao Miguel, registered as an Exempt Market Dealing Representative in the Province of Alberta with Axcess Capital Advisors Inc. Exempt market products are offered through Axcess Capital Advisors Inc., a registered exempt market dealership.