New Brunswick Securities Commission

Jeff Harriman,Capital Markets

Specialist

Tech South EastMoncton, N.B.

21 February 2012

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NB’s Regulator:The New Brunswick Securities Commission

Independent Crown agency established

in 2004

Traditional regulatory responsibility:

protecting investors

Non-traditional regulatory role:

advocating for entrepreneurs and

capital markets growth

Picture from new-brunswick.net

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Public and Private Equity

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General rule

When a company issues securities that are a

“distribution”, those securities:

must be qualified by a prospectus

Issuing a prospectus is most often used for raising

public money.

Raising private money is considered the “Exempt

Markets”

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Exemptions may be used

to start a company

to reward employees

to raise money to finance the development of a

business

to reorganize a business

to sell a business

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Commonly used exemptions

private issuer

family, friends and business associates

$150,000 minimum amount investment

accredited investors

employee, executive officers, director and

consultant

offering memorandum

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What to look for in an investor

Passive vs. active partner

Industry knowledge

Track record of success

Trustworthy

Local knowledge

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…and finally

More informationwww.nbsc-cvmnb.ca/Capital

Contact 866 933-2222 (toll free in NB)506 658-3060

Thank you for your participation!