NBSC-Capital Pool Company Program

What is the Capital Pool Company (CPC) Program?
The CPC program introduces investors with financial market experience to entrepreneurs whose development stage companies require capital and public company management expertise. Unlike a traditional Initial Public Offering (IPO), the CPC program enables seasoned directors and officers to form a Capital Pool Company with no assets other than cash and no commercial operations, list it on TSX Venture Exchange, and raise a pool of capital. The CPC then uses these funds to seek out an investment opportunity in a growing business. Once the CPC has completed its “qualifying transaction” and acquired an operating company which meets Exchange listing requirements, its shares continue trading as a regular listing on the Exchange.

Eligibility Criteria

Entrepreneurs, investors.

Eligible Activities

For updates

Summary

What are the benefits?
TSX Venture created the CPC program because it understands the needs of junior companies with going public and raising capital. The CPC program offers a public vehicle that makes sense for many companies and their investors. In particular, the CPC program:

• provides an efficient and economical way to list a company on TSX Venture Exchange.
• enables companies to raise funds to cover the cost of due diligence and going public.
• offers liquidity and visibility to seed and private company investors.
• generates a clean public vehicle that may be an attractive takeover option for a private company.
• incorporates regulatory safeguards that help protect all parties throughout the CPC process.
• fosters an attractive environment for risk-tolerant investors from the general public to promote the formation of capital.
• offers the opportunity for an entrepreneur to maintain greater control of their company and the process.
• provides access to seasoned management and financiers for a private company.
• adds an element of certainty to the private company in the going public process.

How does the CPC program compare to an IPO?
The CPC program gives emerging businesses a foothold on TSX Venture Exchange and access to public financing when a traditional IPO is not the preferred route. It’s a flexible, straightforward solution forsmaller companies which are anxious to take the underwriting risk of an IPO out of the equation. And it enables a CPC with a focused vision to build momentum, raising capital for the purpose of identifying a qualifying transaction, and ultimately obtaining a full listing on the Exchange.

Take the next step.
If you’re a private investor or entrepreneur who is considering using the CPC program for your next venture, schedule a meeting with TSX Venture’s CPC experts. We’ve been guiding companies through the CPC process for 15 years, and can provide valuable tips that will get you off to a strong start.

If you’re an entrepreneur interested in finding out which CPCs are currently looking for qualifying transactions, e-mail businessdevelopment@tsxventure.com or call us at 1-800-206-7242. Our listed issuer service professionals have in-depth knowledge of the financing opportunities available to junior companies.

New Brunswick Contact(s):
New Brunswick Securities Commission
Suite 300
85 Charlotte Street
Saint John, New Brunswick  E2L 2J2
Telephone: 506-658-3060
Fax: 506-658-3059
Toll-free (information): 1-866-933-2222
E-mail: information@nbsc-cvmnb.ca