IPOs on the Toronto Stock Exchange

Guide to Raising Capital On the Canadian Equity Markets

Special Purpose Acquisition Corporations (SPACs)

Business Plan Outline

TSX Venture Exchange

Policy 2.4

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Raising Capital On the Canadian Equity Markets

American Ship Finance Partners provides companies with the services that are required to go public through the CPC method. We help you in finding the right CPC for your business, then we assist you in the process leading to the successful conclusion of the reverse merger.

What is a Capital Pool Company (CPC)?
A Capital Pool Company (CPC) is an alternative for a company either unable or not ready to go public via a conventional Initial Public Offering (IPO) of it's shares.

The CPC program permits a newly created company, with a relatively small cash infusion (from the ounders/Promoters of the CPC), no assets nor operating business, to raise cash from a minimum of 200 investors, via an initial public offering of the CPC's shares, and list the CPC's shares for trading on the TSX Venture Exchange.

Capital Pool Company (CPC)
The CPC program is offered exclusively by TSX Venture Exchange. In the first phase of the CPC program, a newly incorporated company with experienced management, called a Capital Pool Company, is created through an Initial Public Offering (“IPO”) with a minimum of 200 shareholders and becomes listed on TSX Venture Exchange with cash, not exceeding $2-million but no business. The CPC’s mandate is to find and acquire a promising company (ongoing business but not start-ups) or asset, and its treasuries are funded expressly for the search and due diligence process. Within 24 months of the IPO, the CPC must complete a qualifying transaction by acquiring such a suitable company or asset. Foreign assets or businesses are eligible. The acquired business thus obtains the benefit of the funds in the treasury and the public distribution of the CPC. The resulting company must meet the original listing requirements of TSX Venture Exchange.

Benefits of CPC
The CPC program offers a public vehicle that makes sense for many companies and their investors. In particular, the CPC program:

Provides a quick, 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 promotethe 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

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