York-Rio Resources Inc. is an Ontario-incorporated company that is a subsidiary of a Nevada-incorporated company by the same name. Generally, in raising capital to fund the exploration of York-Rio’s prospects, we raise capital by selling shares of the Ontario company, although at a later date it is possible that the securities issued by the Ontario company will be exchanged for securities of the Nevada-incorporated company (subject to compliance with all applicable securities and corporate law requirements). Such an exchange of securities has previously been completed. It is also possible that the Nevada-incorporated company might directly issue securities to investors (subject to compliance with all applicable securities and corporate law requirements).

York-Rio Resources Inc. prides itself in supporting the goals put forth by the various Canadian securities commissions and using its best efforts to comply with the requirements imposed by Canada’s securities regulatory authorities so as to provide investors with the protections available under Canadian securities laws.

Accordingly, we have filed our reports with each applicable commission and have paid the required fees.

We have also relied upon the available securities exemptions in issuing securities of York-Rio Resources Inc., particularly National Instrument 45-106 (Accredited Investor).

National Instrument 45-106 provides a number of exemptions from the prospectus and registration requirements for investments made by “accredited investors”. For individuals, the most likely criteria under which an individual (or a private corporation or other entity established by individuals) may qualify as “accredited investors” are as follows:

• an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or
• an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or
• an individual who, either alone or with a spouse, has net assets of at least $1,000,000; or
• a person, other than an individual or investment fund, that has net assets of at least $1,000,000 as shown on its most recently prepared financial statements; or
• a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in National Instrument 45 106).

Additional requirements must also be satisfied in order to qualify for the prospectus and registration exemptions, and those requirements vary depending on the province or territory involved.

When we raise capital from investors, the representatives of York-Rio Resources Inc. discuss the requirements for qualifying as an accredited investor, as well as other securities requirements, and only those investors who confirm that they satisfy the required criteria for an exemption from the prospectus and registrations exemptions are permitted to invest.

We consider our investors to be sophisticated to a high degree. Many are highly successful and are from various fields of endeavours/professions.

The various securities commissions are diligent in discharging their mandate to protect investors, and York-Rio Resources Inc. has supported that goal by stressing the importance of complying with securities requirements in conversations with prospective and actual investors, in the subscription agreements that we accept from investors, in our emails with investors and on this website.

If you are a prospective investor and have questions about the accredited investor exemptions provided in National Instrument 45-106, please contact us. We also urge you contact your own legal counsel, as well as your tax and investment advisors, before making an investment in York-Rio Resources Inc.