the misrepresentation which are equivalent to the rights under the
securities legislation of the jurisdiction of Canada where the
purchaser is resident, subject to the defences, limitations and
other terms of that legislation, as if the misrepresentation was
contained in this Prospectus Supplement in respect of the
Offering.
However, this contractual right does not apply (i) to the
extent that the contents of the marketing materials relating to the
road shows have been modified or superseded by a statement in this
Prospectus Supplement in respect of the Offering, and (ii) to
any “comparables” (as such term is defined in National Instrument
41-101 - General
Prospectus Requirements)
in the marketing materials provided in accordance with applicable
securities legislation.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, the accompanying Shelf Prospectus, and
the documents incorporated herein and therein by reference contain
forward-looking statements about Shopify’s business outlook,
objectives, strategies, plans, strategic priorities, and results of
operations and the expectation that the Concurrent Note Offering
will be completed, the aggregate gross proceeds of the Concurrent
Note Offering and the expected use of such proceeds as well as
other statements that are not historical facts. A statement Shopify
makes is forward-looking when it uses what Shopify knows and
expects today to make a statement about the future. In some cases,
you can identify forward-looking statements by words such as “may”,
“might”, “will”, “should”, “could”, “would”, “expects”, “further”,
“intends”, “plans”, “anticipates”, “believes”, “considers”,
“estimates”, “predicts”, “projects”, “potential”, “continue”,
“ensure”, “enable”, “support”, “allow” or the negative of these
terms or other similar words. In addition, any statements or
information that refer to expectations, beliefs, plans,
projections, objectives, performance or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking. All such forward-looking
statements are made under the provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section
27A of the U.S. Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of
the U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and constitute
forward-looking information within the meaning of applicable
Canadian securities legislation.
Specifically, without limiting the generality of the foregoing, all
statements included in this Prospectus Supplement and in the
accompanying Shelf Prospectus, including the documents incorporated
by reference herein and therein, that address activities, events or
developments that Shopify expects or anticipates will or may occur
in the future, and other statements that are not historical facts,
are forward-looking statements. These statements are based upon our
management’s perception of historic trends, current conditions and
expected future developments, as well as other factors management
believes are appropriate in the circumstances. Although we believe
that the plans, intentions, expectations, assumptions and
strategies reflected in these forward-looking statements are
reasonable as at the date made, these statements relate to future
events or our future financial performance, and involve known and
unknown risks, uncertainties and other factors, including but not
limited to the risks described in detail in the section entitled
“Risk Factors” and elsewhere in documents incorporated by reference
herein, that may cause our actual results to be materially
different from any future results expressed or implied by these
forward-looking statements. Without limiting the foregoing, we note
that the impact of the novel coronavirus (“COVID-19”) pandemic and
the degree to which COVID-19 will affect our results and operations
is highly uncertain and cannot currently be predicted, and will
depend upon, among other things, the duration, extent and severity
of the COVID-19 pandemic, actions taken to contain the COVID-19
pandemic, the impact of the COVID-19 pandemic and related
restrictions on economic activity and domestic and international
trade, and the extent of the impact of these and other factors on
our employees, partners and suppliers and our merchants and their
customers. Accordingly, prospective purchasers should not place
undue reliance on the forward-looking statements contained in this
Prospectus Supplement and the accompanying Shelf Prospectus, or in
the documents incorporated by reference herein or therein, and
should take into account the impact of the risks described in
detail under the heading “Risks Related to COVID-19” in the section
entitled “Risk Factors”, which will affect all such forward-looking
statements and in particular, those made prior to the date of this
Prospectus Supplement.
Forward-looking statements made in this Prospectus Supplement, the
accompanying Shelf Prospectus and the documents incorporated herein
and therein by reference are based on a number of assumptions that
Shopify believed were reasonable on the day it made the
forward-looking statements. Refer to the documents incorporated by
reference in this Prospectus Supplement and the accompanying Shelf
Prospectus for certain assumptions that Shopify has made in
preparing forward-looking statements. If our assumptions turn out
to be inaccurate, our actual results could be materially different
from what we expect.
The forward-looking statements in this Prospectus Supplement and
the accompanying Shelf Prospectus represent our views as of the
date hereof and thereof and forward-looking statements contained in
the documents