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June 29 & 30, 2010 • The Four Seasons • Toronto
Tuesday, June 29, 2010
Registration, Breakfast & Networking
8:00 - 9:00 AM
8:00 - 9:00 AM
The State of the Canadian Market
9:00 - 9:30 AM
This session provides a backdrop for the event by giving an introduction of the Canadian market and an analysis of current statistics, activity and trends. The presentation also examines U.S. activity and participation in the market while outlining the value proposition for U.S. and international companies.
SPEAKER: JOHN MCCOACH, President TSX Venture Exchange
9:00 - 9:30 AM
This session provides a backdrop for the event by giving an introduction of the Canadian market and an analysis of current statistics, activity and trends. The presentation also examines U.S. activity and participation in the market while outlining the value proposition for U.S. and international companies.
SPEAKER: JOHN MCCOACH, President TSX Venture Exchange
Cross-Border Financing Opportunities: Tapping Canadian Investors for Capital
9:35 - 10:25 AM
Companies planning to go public have a variety of options for raising capital, including using PIPE financing at the time of a reverse merger. This panel examines the opportunities available for cross-border financing, and what you can do to attract Canadian investors to your deal.
MODERATOR: RICHARD RAYMER, Hodgson Russ
PANELISTS: PHILIP BENSON, Fraser Mackenzie Limited; KARL D'CUNHA, Houlihan Smith & Company; RUBIN RAPUCH, Fasken Martineau DuMoulin; STEVE SIESSER, Lowenstein Sandler
9:35 - 10:25 AM
Companies planning to go public have a variety of options for raising capital, including using PIPE financing at the time of a reverse merger. This panel examines the opportunities available for cross-border financing, and what you can do to attract Canadian investors to your deal.
MODERATOR: RICHARD RAYMER, Hodgson Russ
PANELISTS: PHILIP BENSON, Fraser Mackenzie Limited; KARL D'CUNHA, Houlihan Smith & Company; RUBIN RAPUCH, Fasken Martineau DuMoulin; STEVE SIESSER, Lowenstein Sandler
Networking Break
10:30 - 10:50 AM
10:30 - 10:50 AM
The Capital Pool Company Program: Canada's Alternative Listing Option
10:55 - 11:45 AM
Canada's Capital Pool Company program offers investors and companies a clean public vehicle, growth capital and support in a market with comprehensive listing standards. This panel gives an overview of the program and process, the pros and cons of the different types of transactions and the after-market strategies.
MODERATOR: TIM BABCOCK, TSX Venture Exchange
PANELISTS: ROBERT CASTLE, Northland Securities; ROBERT MUNRO, The Chrysalis Capital Group; RON SCHMEICHEL, JJR Capital
10:55 - 11:45 AM
Canada's Capital Pool Company program offers investors and companies a clean public vehicle, growth capital and support in a market with comprehensive listing standards. This panel gives an overview of the program and process, the pros and cons of the different types of transactions and the after-market strategies.
MODERATOR: TIM BABCOCK, TSX Venture Exchange
PANELISTS: ROBERT CASTLE, Northland Securities; ROBERT MUNRO, The Chrysalis Capital Group; RON SCHMEICHEL, JJR Capital
Recovery in China: Exploring Market Activity and Current Trends
11:50 - 12:40 PM
Twenty Chinese companies came to market via reverse mergers in the first quarter. Still others have taken on follow-on financings or jumped to higher exchanges. Deal sizes are growing across the board, and changes occurring in the industry show maturation, sophistication and diversity. This panel examines the recent trends and market activity in China and what this means for the reverse merger business.
MODERATOR: CROCKER COULSON, CCG
PANELISTS: GORDON MCBEAN, Euro Pacific Capital; COREY MITCHELL, Trillion Growth China; MITCH NUSSBAUM, Loeb & Loeb
11:50 - 12:40 PM
Twenty Chinese companies came to market via reverse mergers in the first quarter. Still others have taken on follow-on financings or jumped to higher exchanges. Deal sizes are growing across the board, and changes occurring in the industry show maturation, sophistication and diversity. This panel examines the recent trends and market activity in China and what this means for the reverse merger business.
MODERATOR: CROCKER COULSON, CCG
PANELISTS: GORDON MCBEAN, Euro Pacific Capital; COREY MITCHELL, Trillion Growth China; MITCH NUSSBAUM, Loeb & Loeb
Networking Luncheon
12:45 - 1:45 PM
Sponsored by Gottbetter Partners & Gottbetter Capital
12:45 - 1:45 PM
Sponsored by Gottbetter Partners & Gottbetter Capital
U.S. Legal & Regulatory Update
1:45 - 2:45 PM
Will the recent flurry of proposed regulation have an impact on the market? This panel explores US OTC regulatory developments focusing on trading, market structure and corporate actions processing issues. Panelists examine current FINRA initiatives such as the Quotation Consolidation Facility (QCF), the extension of Regulation NMS principled rules to the OTC Equity space, and FINRA Uniform Practice Code changes.
MODERATOR: RALPH DE MARTINO, Cozen O'Conner
PANELISTS: CROMWELL COULSON, Pink OTC Markets; ADAM GOTTBETTER, Gottbetter Partners; NELSON HAIGHT, GBH CPA's; MICHAEL MACPHAIL, Holme, Roberts & Owen; CHRIS STONE, FINRA
1:45 - 2:45 PM
Will the recent flurry of proposed regulation have an impact on the market? This panel explores US OTC regulatory developments focusing on trading, market structure and corporate actions processing issues. Panelists examine current FINRA initiatives such as the Quotation Consolidation Facility (QCF), the extension of Regulation NMS principled rules to the OTC Equity space, and FINRA Uniform Practice Code changes.
MODERATOR: RALPH DE MARTINO, Cozen O'Conner
PANELISTS: CROMWELL COULSON, Pink OTC Markets; ADAM GOTTBETTER, Gottbetter Partners; NELSON HAIGHT, GBH CPA's; MICHAEL MACPHAIL, Holme, Roberts & Owen; CHRIS STONE, FINRA
Featured Presentation: The Canadian Regulatory Landscape
2:50 - 3:20 PM
This presentation gives an update of the key elements of the regulatory landscape in Canada. Topics include an update on the recent impacts of BC Instrument 51-509 which targets disclosure and other activities of US over-the-counter issuers, and provides an update on the national regulator initiative. This session also examines National Instrument 43-101, and how this project will improve and streamline disclosure requirements for issuers involved in mineral exploration projects.
FEATURED SPEAKER: ANDREW RICHARDSON, Deputy Director, Corporate Finance, British Columbia Securities Commission
2:50 - 3:20 PM
This presentation gives an update of the key elements of the regulatory landscape in Canada. Topics include an update on the recent impacts of BC Instrument 51-509 which targets disclosure and other activities of US over-the-counter issuers, and provides an update on the national regulator initiative. This session also examines National Instrument 43-101, and how this project will improve and streamline disclosure requirements for issuers involved in mineral exploration projects.
FEATURED SPEAKER: ANDREW RICHARDSON, Deputy Director, Corporate Finance, British Columbia Securities Commission
What Is the Value of Form 10 Shells?
3:25 - 4:15 PM
As the marketplace begins to understand their value, more law firms and Chinese players are setting up Form 10 Shells. The SEC continues to favor them, as do Nasdaq and NYSE Amex, but others criticize them as mostly useless. This panel examines the benefits and drawbacks of using a Form 10 shell for a reverse merger transaction.
MODERATOR: DAVID FELDMAN, Feldman LLP
PANELISTS: MICHAEL CHRISTIANSEN, Westpark Capital; CATHERINE RATELLE, Evotech Management Corporation
3:25 - 4:15 PM
As the marketplace begins to understand their value, more law firms and Chinese players are setting up Form 10 Shells. The SEC continues to favor them, as do Nasdaq and NYSE Amex, but others criticize them as mostly useless. This panel examines the benefits and drawbacks of using a Form 10 shell for a reverse merger transaction.
MODERATOR: DAVID FELDMAN, Feldman LLP
PANELISTS: MICHAEL CHRISTIANSEN, Westpark Capital; CATHERINE RATELLE, Evotech Management Corporation
Frontier Markets: Exploring International Deals Outside of the U.S. and China
4:20 - 5:10 PM
Pioneering in a new market is not for the weak. In particular, just the documentation of the deal is enormously time consuming as the laws of each country need to meld with the U.S. laws. In many cases, there are no laws at all covering the reverse merger, and no concept of what it means. This panel examines how to educate the client, the legal team, the government and the auditor, while exploring the markets in Cambodia, Singapore, Vietnam and India.
MODERATOR: RICHARD FRIEDMAN, Sichenzia Ross Friedman Ferrence
PANELISTS: BRAD CARLSSON, Rodman & Renshaw; LARRY EASTLAND, LEA Capital Advisors; HENRY FAHMAN, PHI Group; GREGG JACLIN, Anslow & Jaclin
4:20 - 5:10 PM
Pioneering in a new market is not for the weak. In particular, just the documentation of the deal is enormously time consuming as the laws of each country need to meld with the U.S. laws. In many cases, there are no laws at all covering the reverse merger, and no concept of what it means. This panel examines how to educate the client, the legal team, the government and the auditor, while exploring the markets in Cambodia, Singapore, Vietnam and India.
MODERATOR: RICHARD FRIEDMAN, Sichenzia Ross Friedman Ferrence
PANELISTS: BRAD CARLSSON, Rodman & Renshaw; LARRY EASTLAND, LEA Capital Advisors; HENRY FAHMAN, PHI Group; GREGG JACLIN, Anslow & Jaclin
The Reverse Merger Cocktail Reception
5:15 - 6:45 PM
5:15 - 6:45 PM
Wednesday, June 30, 2010
Registration, Breakfast & Networking
8:30 - 9:30 AM
8:30 - 9:30 AM
Recent Trends: Deal Terms, Pricing, and Analysis from DealFlow Media's Reverse Merger Database
9:35 - 10:05 AM
This session presents data from DealFlow Media's proprietary Reverse Merger Database. We'll explore the data behind the current trends driving the reverse merger and alternative IPO market including deal mechanics and financing terms.
SPEAKER: BRETT GOETSCHIUS, DealFlow Media
9:35 - 10:05 AM
This session presents data from DealFlow Media's proprietary Reverse Merger Database. We'll explore the data behind the current trends driving the reverse merger and alternative IPO market including deal mechanics and financing terms.
SPEAKER: BRETT GOETSCHIUS, DealFlow Media
Featured Presentation: Exploiting the Canadian Regulatory Landscape
10:10 - 10:40 AM
Mr. Shachar was one of the founding members and Senior Intelligence Analyst of the Joint Securities Intelligence Unit at the Ontario Securities Commission, a unit that was created jointly with the RCMP to combat organized criminal activities in the North American capital markets. This presentation explores organized crime and financial fraud in the Canadian capital markets. The session also examines Canada's divided regulatory landscape, and why the country needs a National Securities Regulator.
FEATURED SPEAKER: AVI SHACHAR, Detek Investigative Group
10:10 - 10:40 AM
Mr. Shachar was one of the founding members and Senior Intelligence Analyst of the Joint Securities Intelligence Unit at the Ontario Securities Commission, a unit that was created jointly with the RCMP to combat organized criminal activities in the North American capital markets. This presentation explores organized crime and financial fraud in the Canadian capital markets. The session also examines Canada's divided regulatory landscape, and why the country needs a National Securities Regulator.
FEATURED SPEAKER: AVI SHACHAR, Detek Investigative Group
Networking Break
10:45 - 11:10 AM
10:45 - 11:10 AM
Accounting: Financial Statement Requirements
11:15 - 11:45 AM
When a company is contemplating a reverse merger transaction, there are many complex accounting issues and requirements to consider. This presentation discusses topics related to 'determining the buyer', financial statement requirements and timing of filings, along with accounting and financial statement reporting of foreign acquisitions by U.S. companies.
SPEAKER: DREW BERNSTEIN, Bernstein & Pinchuk
11:15 - 11:45 AM
When a company is contemplating a reverse merger transaction, there are many complex accounting issues and requirements to consider. This presentation discusses topics related to 'determining the buyer', financial statement requirements and timing of filings, along with accounting and financial statement reporting of foreign acquisitions by U.S. companies.
SPEAKER: DREW BERNSTEIN, Bernstein & Pinchuk
Legal Aspects of the Capital Pool Company Program
11:50 - 12:40 PM
This panel discusses specific legal issues related to the Capital Pool Company program. Panelists examine listing and audit requirements, disclosure statements and other important legal issues.
MODERATOR: TIM BABCOCK, TSX Venture Exchange
PANELISTS: PAUL DE LUCA, Bennett Jones; KENNETH SAM, Dorsey & Whitney
11:50 - 12:40 PM
This panel discusses specific legal issues related to the Capital Pool Company program. Panelists examine listing and audit requirements, disclosure statements and other important legal issues.
MODERATOR: TIM BABCOCK, TSX Venture Exchange
PANELISTS: PAUL DE LUCA, Bennett Jones; KENNETH SAM, Dorsey & Whitney
Networking Luncheon
12:45 - 1:45 PM
Sponsored by Feldman LLP
12:45 - 1:45 PM
Sponsored by Feldman LLP
What is the Future of the Bulletin Board PIPE?
1:45 - 2:15 PM
With the lack of liquidity on the Bulletin Board, what can unlisted companies do to raise capital? This presentation explores current challenges for small-market cap issuers, and examines if we are seeing the end of the Bulletin Board PIPE.
SPEAKER: JOHN BORER, Rodman & Renshaw
1:45 - 2:15 PM
With the lack of liquidity on the Bulletin Board, what can unlisted companies do to raise capital? This presentation explores current challenges for small-market cap issuers, and examines if we are seeing the end of the Bulletin Board PIPE.
SPEAKER: JOHN BORER, Rodman & Renshaw
Deal Planning for a CPC Reverse Merger
2:20 - 2:50 PM
This session examines all of the elements necessary to properly plan for a CPC, including distribution requirements, valuation, founders shares, seed shares, escrowed Principals' shares, the effective use of exemptions, finder's fees and new policy changes. The presentation also features an emphasis on China specific considerations including corporate governance, SAFE registration requirements, market considerations and liquidity.
SPEAKER: SEAN O'NEILL, Lang Michener
2:20 - 2:50 PM
This session examines all of the elements necessary to properly plan for a CPC, including distribution requirements, valuation, founders shares, seed shares, escrowed Principals' shares, the effective use of exemptions, finder's fees and new policy changes. The presentation also features an emphasis on China specific considerations including corporate governance, SAFE registration requirements, market considerations and liquidity.
SPEAKER: SEAN O'NEILL, Lang Michener
China: Listing Options on China's Domestic Stock Exchanges
2:55 - 3:45 PM
China's domestic stock markets have grown rapidly since their inception and have become an increasingly important emerging market. This session examines how these exchanges are helping small and mid-size companies raise money and list shares publicly on a domestic venue. Panelists will examine the listing requirements, the benefits to Chinese companies and the possible effect on the U.S. reverse merger business.
PANELISTS: MATT ADLER, DLA Piper; DIANA TONG, OTT Financial
2:55 - 3:45 PM
China's domestic stock markets have grown rapidly since their inception and have become an increasingly important emerging market. This session examines how these exchanges are helping small and mid-size companies raise money and list shares publicly on a domestic venue. Panelists will examine the listing requirements, the benefits to Chinese companies and the possible effect on the U.S. reverse merger business.
PANELISTS: MATT ADLER, DLA Piper; DIANA TONG, OTT Financial
Closing Remarks
3:50 PM
3:50 PM
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