The form of offering memorandum specified under section 6.4(2) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) that meets the requirements of section 2.9(5)-(13) of NI 45-106 if the issuer is a qualifying issuer. Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers may be used as an alternative if the issuer is not a qualifying issuer.