Private Capital Markets

IN THIS ISSUE

REGULATORY UPDATES

22 TÊTE-À-TÊTE with the Ombudsman: Doug Melville, Ombudsman for Banking Services and Investments (OBSI)

26 Sneaking and Peeking: The Future of Securities Investigation Has Arrived By Jordan Glick

30 The Ontario Proposed Friends, Family and Business Associate Exemption By Alixe Cormick

33 Amendments to the Accredited Investor Rule By Brian Koscak

34 Raising Money in Ontario - What’s Up with Crowdfunding and Other Initiatives?

By Michael J. Hanley

PCMA UPDATE

4 Welcome from the Editor By Geoffrey Ritchie

6 PCMA News

8 PCMA Continuing Education Programs

10 PCMA Member Profile

11 PCMA Founding Sponsor Spotlight

12 PCMA Board of Directors and Staff Members

55 PCMA Dialogue

58 PCMA Exclusive Member Benefits

14 OSC Offering Memorandum Proposals a Positive Step Forward but Key Changes are Needed!

By Geoffrey Ritchie

16 Feature Story

UNLOCKING CAPITAL RAISING: Has Ontario’s Offering Memorandum Battle Been Won?

By Brian Koscak

ISSUERS & PRIVATE PLACEMENTS

38 An Issuer Profile - POET TECHNOLOGIES (TSX-V:PTK)

By IBK Capital Corp.

MARKET INSIGHTS

56 Flow-Through Investing Changing the Conversation By Maurice Levesque

PCMA ADVOCACY

60 Multilateral CSA Notice 45-312

Proposed Prospectus Exemption for Distributions to Existing Security Holders By Brian Koscak and Conan McIntyre

62 Proposed Amendments to NI 31-103, NI 33-109, NI 52-107, OSC Rule

33-506, OSC Rule 35-502 and Related Forms By Brian Koscak, David Gilkes, Geoffrey Ritchie, Marsha Gerhart, Conan McIntyre

COMPLIANCE CORNER

39 Closing the Gap: Converging Canada’s AML Standards with Global Expectations. What does this mean for an exempt market dealer (EMD)?

By Candice Ramlogan

42 CSA Staff Notice 31-336 – Guidance on the Know-Your-Client, Know-Your-Product and Suitability Obligations.

Making Sense for Exempt Market Dealers By David Gilkes

46 Regulator Outreach for Financial Filings: Carrot or the Stick?

By Stephen Warden

50 Regulation of Mortgage Investments: Who has it right - FSCO or the OSC?

By Jonah Bonn

53 Quality Check Your Investments.

Thorough investigation into the quality of earnings helps buyers decide if the price of a business is right By John Caggianiello and Vic Kroeger

Editor

Geoffrey Ritchie | geoffrey.ritchie@pcmacanada.com

Design & Production

Elena Mazur | elena.mazur@pcmacanada.com

Contributing Authors

Jonah Bonn John Caggianiello Alixe Cormick Marsha Gerhart David Gilkes Jordan Glick Michael J. Hanley IBK Capital Corp.

Brian Koscak Vic Kroeger Maurice Levesque Conan McIntyre Candice Ramlogan Geoffrey Ritchie Stephen Warden

Mailing Address

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Private Capital Markets is published by the Private Capital Markets Association of Canada. This national industry magazine is issued bi-annually and features commentary from the leaders in the private capital markets. All rights reserved. Contents may not be reprinted without written permission. The opinions expressed in articles are not necessarily those of the publisher. Information presented is compiled from sources believed to be accurate; however, the publisher assumes no responsibility for errors or omissions. Articles are not intended to provide legal, accounting or compliance advice as individual situations will differ and should be discussed with a lawyer, accountant, compliance and/or other regulatory compliance professional.