12. (1) An offering statement must contain the following information: 1. The co-operative’s name. 2. Its incorporation number. 3. Its date of incorporation as it is set out in its articles of incorporation. 4. The address of its head office. 5. The name, place of residence and principal occupation of each of its directors and officers, and the title of each officer. 6. A description of the business carried on by the co-operative and its subsidiaries, if any, and the business each of them intends to carry on. 7. A summary of its most recent business plan, if available. 8. A description of its capital structure (including its authorized capital and issued capital) and the rights, privileges, conditions and material characteristics of its securities. 9. A description of all the rights, privileges, conditions and material characteristics of the securities being offered. 10. A description of how the proceeds from the sale of the securities will be used. 11. If the proceeds will be used for investment purposes, a description of the co-operative’s investment policy. 12. If the proceeds will be used to make an investment in specific businesses, a description of the nature of the businesses, their management and their capital structure. 13. If the offering is being made in connection with a plan of reorganization, a purchase and sale or an amalgamation, a description of the general effect of these proposed changes and when they will be made. 14. The details of the method of selling the securities and of any commission payable or discount allowable on the sale. 15. A description of the market, if any, on which the securities may be sold.  If there is no market, a description of how the securities will be redeemed. 16. A statement of the maximum and minimum amount of the offering and, where applicable, the maximum or minimum amount of any subscription.  A description of what will happen to the proceeds if the minimum amount of the offering is not raised. 17. The names of each transfer agent and registrar, if any, and the location of each register of transfer. 18. The amount and particulars of any securities, mortgages, bonds, debentures or other debt obligations ranking ahead of the securities being issued. 19. A description of any material legal proceedings to which the co-operative or its subsidiary is a party. 20. A description of any material interest of any director, officer, or employee of the co-operative or its subsidiary in the operations of the co-operative generally or in the securities being issued. 21. A description of every material contract entered into within two years before the date of the offering statement. 22. A description in conspicuous type of the risk factors of the co-operative and the risks associated with the securities being offered. 23. A description, to the extent reasonably practicable, of any substantial variations, both favourable and adverse, in the operating results of the co-operative during the three years before the date of the offering statement or since the co-operative’s date of incorporation, whichever is the shorter period. 24. The amount of dividends, patronage returns or other distributions, if any, paid, declared or accumulated but unpaid by the co-operative during the five years before the date of the offering statement, or since the co-operative’s date of incorporation, whichever is the shorter period. 25. The name and address of the auditor of the co-operative, if applicable. 26. A description of any other material facts. 27. A table of contents of the information contained in the offering statement.  O. Reg. 234/95, s. 2 (1). (1.1) An English offering statement shall contain a certificate with the following statement in conspicuous type, signed by the chair of the board, the president and the treasurer and indicating when it was signed by each of them: The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this offering statement as required by section 35 of the Co-operative Corporations Act. O. Reg. 164/19, s. 4 (1). (1.2) A French offering statement shall contain a certificate with the following statement in conspicuous type, signed by the chair of the board, the president and the treasurer and indicating when it was signed by each of them: Le texte qui figure ci-dessus constitue un exposé intégral, fidèle et simple de tous les faits importants se rapportant aux valeurs mobilières offertes par ce prospectus, comme l’exige l’article 35 de la Loi sur les sociétés coopératives. O. Reg. 164/19, s. 4 (1). (1.3) If there is no market on which the securities may be sold, an English offering statement must include on the face page in conspicuous type the following statement: There is no established market through which these securities may be sold. O. Reg. 164/19, s. 4 (1). (1.4) If there is no market on which the securities may be sold, a French offering statement must include on the face page in conspicuous type the following statement: Il n’existe aucun marché établi sur lequel ces valeurs mobilières peuvent être vendues. O. Reg. 164/19, s. 4 (1). (1.5) An offering statement must include a document indicating that a person who prepared a report, opinion or statement used in the offering statement consents to its use. O. Reg. 164/19, s. 4 (1). (1.6) An English offering statement must include the following statements in conspicuous type on the front cover: 1. No official of the Government of the Province of Ontario or a Crown agency has considered the merits of the matters addressed in this offering statement. 2. Investors should not rely on any information other than what is contained in this offering statement. 3. The information in any projections or pro forma statements contained in this offering statement may vary materially from actual results. O. Reg. 164/19, s. 4 (1); O. Reg. 41/20, s. 1 (1). (1.7) A French offering statement must include the following statements in conspicuous type on the front cover: 1. Aucun représentant du gouvernement de la province de l’Ontario ou d’un organisme de la Couronne n’a examiné le bien-fondé des questions dont traite le prospectus. 2. Les investisseurs ne doivent pas s’appuyer sur des renseignements autres que ceux que comprend le prospectus. 3. Les renseignements figurant dans les prévisions ou les états financiers pro forma que comprend le prospectus peuvent être sensiblement différents des résultats réels. O. Reg. 164/19, s. 4 (1); O. Reg. 41/20, s. 1 (2). (2) A material change statement shall contain the following information: 1. The co-operative’s name. 2. Its incorporation number. 3. The date on which the receipt for the offering statement was issued. 4. The date on which the material change occurred. 5. A description of the material change.  O. Reg. 234/95, s. 2 (1). (2.1) An English material change statement shall contain a certificate with the following statement in conspicuous type, signed by the chair of the board, the president and the treasurer and indicating when it was signed by each of them: The foregoing constitutes full, true and plain disclosure of any material change in the facts set out in the offering statement as required by section 35 of the Co-operative Corporations Act. O. Reg. 164/19, s. 4 (2). (2.2) A French material change statement shall contain a certificate with the following statement in conspicuous type, signed by the chair of the board, the president and the treasurer and indicating when it was signed by each of them: Le texte qui figure ci-dessus constitue un exposé intégral, fidèle et simple de toute modification importante des faits énoncés dans le prospectus, comme l’exige l’article 35 de la Loi sur les sociétés coopératives. O. Reg. 164/19, s. 4 (2). (3) There shall be attached to as part of the offering statement, (a) in the case of a co-operative that has completed a financial year, (i) its financial statement in respect of the last completed financial year, (ii) where exigible under the Act, the auditor’s report thereon, and (iii) where required by the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario, an unaudited financial statement made up as of a date not more than ninety days before the date of the offering statement; or (b) in the case of a co-operative that has not completed a financial year, (i) a financial statement made up as of a date not more than ninety days before the date of the offering statement, and (ii) where required by the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario, the auditor’s report thereon.  R.R.O. 1990, Reg. 178, s. 12 (3); O. Reg. 318/98, s. 2 (1, 2); O. Reg. 164/19, s. 4 (3); O. Reg. 41/20, s. 1 (3). (4) The Chief Executive Officer of the Financial Services Regulatory Authority of Ontario may in his or her discretion on such terms and conditions as he or she sees fit exempt a co-operative from any of the requirements of subsection (3).  R.R.O. 1990, Reg. 178, s. 12 (4); O. Reg. 318/98, s. 2 (3); O. Reg. 164/19, s. 4 (3); O. Reg. 41/20, s. 1 (3). (5) A person who offers a security in the co-operative on a distribution under an offering statement must give a copy of the offering statement and statement of material change, if any, to a prospective purchaser upon request and to a purchaser.  O. Reg. 234/95, s. 2 (2). (6) In this section, “distribution” means, (a) a trade in securities of a co-operative that have not been previously issued, (b) a trade by the co-operative in its securities that have been redeemed by the co-operative or purchased by or donated to the co-operative, or (c) any transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a trade described in clause (a) or (b).  O. Reg. 234/95, s. 2 (2).