CPC Overview
The CPC Program
A New Way to Obtain Financing and Go Public

The Capital Pool Company (CPC) program (the CPC Program) is an innovative financing vehicle for growth-oriented companies, providing an interesting alternative to the more traditional initial public offering. It offers a practical and cost effective solution for growthoriented companies searching for new capital to finance their operations and seeking to go public.

The CPC Program came into effect in November 2002 and is aimed at both entrepreneurs and seasoned venture capital investors with an interest in devoting their time, capital and expertise to helping growth-oriented companies go public and list on one of the largest and most respected Exchanges in the world.

The Benefits of the CPC Program
• Provides a quick, efficient and economical way to list a company on the stock exchange;
• Offers easy access to capital;
• You retain control of your company;
• Provides your company with increased visibility for its business development.

The Players
You may be interested in the CPC Program if you are either an experienced business leader with a flair for investment opportunities or an entrepreneur at the helm of a fast-growing company in need of new capital. To derive the most benefit from one another, investors and entrepreneurs should exhibit the following qualities and characteristics.

The Investor
• has resources available for investing in seed capital;
• is able to raise capital;
• possesses the background and experience to pinpoint companies with a strong growth potential representing a good investment opportunity;
• has significant experience with public companies operating in a regulated environment; The Entrepreneur
• operates a company that has successfully negotiated its way through its early start-up stage;
• possesses leading-edge expertise in his industry sector;
• operates a fast-growing company with a need for capital;
• is willing to adapt his management style to fit the requirements of a public company;

What Are The Steps to Follow?
This unique program is made up of two phases:

Phase 1
In the first phase, several seasoned investors create a CPC, the asset of which is sole capital raised by way of a private placement and a public offering made by means of a prospectus. The next step is to list the CPC.

Creation of a CPC by Seasoned Investors
Seed Capital: Between $100.000 and $500.000

Investing Public
Financing of $200.000 to $1.900.000 by means of a prospectus At least 200 arm's length nvestors
Investors

Listing of the Capital Pool Company

Phase 2
In the second phase, the CPC has 18 months to identify, review and acquire a growth-oriented company that represents a good investment opportunity.

Acquisition
Search, negotiation and acquisition of the growth-oriented company

Issuance of CPC Shares
to the shareholders of the growthoriented company for the acquisition of their company

Listing of the Growth-Oriented Company on the Exchange

Following the two steps described above, the shareholders of the growth-oriented company and those of the CPC will become shareholders of a publicly-listed company.

Is your Company Eligible?
Any growth-oriented company is eligible to participate in the CPC program, except for financial service companies and mutual funds. At the time of its acquisition by the CPC and its listing, the growth-oriented company must also meet certain listing requirements according to its industry sector. For your reference, the following table sets forth some of the minimum requirement by industry sector:

	Technology and Industry	Research and Development	Real Estate
Net Tangible Assets:	$ 500,000	$ 750,000	$ 2,000,000
Working Capital:	Sufficient for 12 month and, as the case may require, $ 100,000	Sufficient for 12 month and, to cover a work program of a minimum of $ 500,000 and $ 100,000 in unrestricted funds	Sufficient for 12 month
Earnings or Revenue:	Either zero profits or profit before tax of $ 50,000 for the last fiscal year or for two of its last three financial years or operating income of $ 250,000, as the case may be	No requirement	No requirement

Are You Interested?
We can help you, whether you are an entrepreneur searching for a CPC or an investor with experience in the financial markets who is interested in creating a CPC. Please do not hesitate to contact any member of our team. Please keep in mind, except for a reasonable retainer, all cost associated with these transactions can be paid for by the public company after closing.

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