Private Capital Markets

ACCOUNTING & FINANCE

56 Overview of common EMD regulatory filing deficiencies By Stephen Warden

58 Single source for fair value measurement under IFRS By Sean Du Plessis

M&A CORPORATE ADVISING

62 The difference a prepared Board can make By Colin Walker and Romit Malhotra

ISSUERS & PRIVATE PLACEMENTS

64 The reel story – part one: how investing in film may not be what you imagined By William Santor

66 Turning green energy into green wealth: how investing in solar energy can enhance your portfolio By Stephen Freedman

68 What you should know about foreign private placement rules By François Brabant

69 AccordOctet: more financing power to help trade with Asian suppliers By Dwarka Lakhan

70 Going public the Canadian way...eh By David Clarke

REGISTERED PLANS IN THE EXEMPT
MARKET

72 Tapping into RRSP capital for private company investments By Marty Gunderson

MARKET INSIGHTS

76 Precious Metals: Bullion basics part two: the smart money is buying bullion By Mark MacDonald

78 Business Owners: Do business owners have a bias against risk?

By Jacoline Loewen

82 Exempt Market: Alternative investment opportunities? What are exempt market products and how can they make you money? By Adam Derges

EXEMPT MARKET TECHNOLOGY

86 20 Questions with Exempt Logic founder Sheldon Stier

90 Find government funding for your clients in mere minutes By Teri Kirk

ABOUT THE EMDA

92 EMDA community

93 Benefits of EMDA Membership

94 EMDA Advertising Opportunities

EMDA UPDATE

4 Welcome message By Geoffrey Ritchie

7 Founding Sponsor Spotlight: Walton Capital Management

8 EMDA News

12 EMDA Flashback by David Gilkes

14 EMDA Achievements 2012

15 EMDA Board of Directors

32 Regulatory Financial Reporting Certificate Program

34 2012 EMDA Exempt Market Conference Review

36 2012 EMDA Awards - Exempt Market Deals of the Year

52 People on the Move

54 EMDA Dialogue

60 EMDA Exclusive FIB and E&O Insurance Programs

REGULATORY UPDATES

16 British Columbia proposes to revoke the Northwest Exemption & the MIE exemption By Brian Koscak

18 EMDA out in front of the crowdfunding wave By Brian Koscak

22 North of 41 and EMDA hosted Crowdfunding Event in November 2012 By Jeff Musson

25 FATCA—Delayed But Still Coming.

What Do EMDs need to know?

By Dan Lundenberg

28 CSA seeks comments on proposed Statutory Best Interest Duty By Marsha Gerhart

30 OSC Survey - Proposed OSC Outreach Program

COMPLIANCE CORNER

38 Feature Story: Selling to Accredited Investors – You better get it right!

By Brian Koscak and Afzal Hasan

46 Anti-money laundering 101

for exempt market dealers By David Gilkes

48 Referral arrangements with unregistered referring parties By Peter Dunne

51 BC securities commission “Fraud-Watch” ads FAIR OR FOUL?

By Alison Alfer

Exempt Market Update

published by the Exempt Market Dealers Association of Canada IN THIS ISSUE

Editor

Geoffrey Ritchie | gritchie@emdacanada.com

Design & Production

Elena Mazur | emazur@emdacanada.com

Contributing Authors

Alison Alfer François Brabant David Clarke Adam Derges Sean Du Plessis Peter Dunne Stephen Freedman Marsha Gerhart David Gilkes Marty Gunderson Afzal Hasan Teri Kirk Brian Koscak Dwarka Lakhan Jacoline Loewen Dan Lundenberg Mark MacDonald Romit Malhotra Jeff Musson Geoffrey Ritchie William Santor Sheldon Stier Colin Walker Stephen Warden

Mailing Address

First Canadian Place, 100 King Street West Suite 5700, Toronto, ON M5X 1C7 p: 1.877.363.3632 e: info@emdacanada.com www.emdacanada.com

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info@emdacanada.com

Exempt Market Update is published by the Exempt Market Dealers 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.