1. Delilah Panio, Director, Business Development & Strategy
Capital Pool Company™ An alternative source of growth capital for business in your community
Delilah Panio, Director, Business Development & Strategy
Mark Lawrence, Managing Director – NorthCrest Partners Inc.
Los Angeles, Sept. 30th, 2009

2. Disclaimer
This document is for information purposes only and is not an invitation to purchase securities listed on Toronto Stock Exchange and/or TSX Venture Exchange. TMX Group Inc. and its affiliates do not endorse or recommend any securities referenced in this document. Please seek professional advice to evaluate specific securities.
While the information herein is collected and compiled with care, neither TMX Group Inc. nor any of its affiliated companies represents, warrants or guarantees the accuracy or the completeness of the information. You agree not to rely on the information contained herein for any trading, business or financial purpose.
This information is provided with the express condition, to which by making use thereof you expressly consent, that no liability shall be incurred by TMX Group Inc. and/or any of its affiliates as a result of any errors, omissions or inaccuracies herein or any use or reliance upon this information.
The views, opinions and advice of the presenters reflect those of the individual presenters. TMX Group Inc. and its affiliates do not endorse and are not responsible for any information provided by third party presenters.
© 2009 TSX Inc. All rights reserved. Do not copy, distribute, sell or modify without TSX Inc.’s prior written consent. TMX Group, Toronto Stock Exchange, TSX Venture Exchange, TMX, TSX, TSXV and Capital Pool Company are trademarks of TSX Inc.

3. CPC Founders
Mark Lawrence
Managing Director, Northcrest Partners

4. Going Public Transactions
TMX Equity markets embrace multiple mechanisms for “go-public” transactions

5. Capital Pool Company™ (CPC) Program

6. A successful track record
Capital Pool Company (CPC):
Unique listing vehicle on TSXV
Reverse merger into a newly formed listed company
2,021 listed since program inception in 1987
80% have completed their QT
247 former CPCs currently trade on TSX
86 QTs 2008
A new clean CPC company has none of the hidden costs and liability of a “shell” with previous operating history

7. Capital Pool Company: Process
Seed Financing and Prospectus
Identify Qualifying Transaction
Public Offering
File Disclosure Statement
Execute Business Plan/Grow Company
Prospectus Receipt
Close Transaction
Trade as Venture Company
Trade as CPC
Announce QT
24 Months Maximum
Seed
Public Financing and CPC Trades
CPC Acquires Business (QT)
Aftermarket and Growth

8. Capital Pool Company: Milestones
Seed Financing
$100,000 to $1.8 M seed financing of the company by 3-5 Founders/Directors
Up to $500,000 can be discount seed
CPC IPO
a prospectus offering to create a corporate vehicle with public distribution
Qualifying Transaction (QT)
a target business is identified, disclosed and acquired
Aftermarket and Growth
company trades and executes its business plan

9. Keys to CPC Success Understanding the Process Knowing the Market
Sponsoring Firm
Professional Advisors
BOD with Pubco Exp.
Mgt. Industry Expertise
High Growth Business
Ability to create Shareholder Value

10. Why Create a CPC? World-class financing vehicle
Vibrant, well regulated financial market (TSX.V)
Numerous success stories – multiple sectors
Access to Growth Capital
Great financial leverage for Principals
Low cost means of creating a Public Company
High rates of return
Ease of access to listing on U.S. markets

11. Invigorating Company Growth ™ Lessons Learned About CPCs
LA - TMX Group
September 30, 2009
Copyright 2009

12. What We Do
NorthCrest Partners provides advisory services to small and mid-sized companies to achieve growth and meet restructuring objectives.
Our main services include:
1. Consulting (Strategic and Operational)
2. Mergers, Acquisitions and Restructuring
3. Capital Pool Company (CPC) Creation and Operation
4. Capital Sourcing (for private and public companies)
We uniquely bring to our clients extensive investment banking and operational experience.
Former Analyst Pru-Bache, Midland Walwyn (Merrill), LOM.
Chair – Toronto MIT Enterprise Forum.

13. Lessons Learned About CPCs
Target Company Criteria for a Good CPC
- Institutional Grade Potential – Get Feedback Early On.
- Coachable Management Team.
- Commercial Stage – more revenue the better.
- Concurrent Financing of $0 to $millions required is okay.
- Reason to be public.
- Acquisition candidates possible with share currency.
- Realistic valuation – Road to Liquidity, not cashing out – escrow?.
CPC Structure – Does it Matter?
- Personally like smaller ones – manageable float.
- Raise cash at 1x value at QT.
- Recent Deals suggested larger CPC vs concurrent financing.
- Merging several CPCs doable but personalities and lead a question?

14. Lessons Learned About CPCs
CPC Process
- Find a Champion in Canada.
- Lawyers/ Accountants do not fill Champion’s role.
- Try to work out most details up front before signing LOI.
- Make all parties aware of budget.
- Set reasonable schedule of timelines early on.
TSX V Interface Important
- TSX V manages CPC process for OSC.
- TSX V very approachable vs OSC, NASDAQ, AIM etc.
- TSX V Listing department different than Compliance department.

15. Lessons Learned About CPCs
Audit – Always The Gating Factor
- Determine requirements early on and time required.
- Canadian or US$, but reconcile to Cdn GAAP.
- Select firm that will continue, does not need to be BIG firm.
Minimum Listing Requirements
- Determine requirements immediately – don’t leave to end.
- Determine amount of concurrent financing if any required.
- Start with working capital deficit, cash flow for time until QT, next 12 months and add costs of being public ( plus $100K for good measure).
- Does short term debt need to be converted, ideally yes.
- Make sure business plan supports cash flow forecasts.

16. Lessons Learned About CPCs
Lawyers
- TargetCo, CPC and Sponsor has one (some cross border too).
- Select lead lawyer with CPC experience, not just a securities guy.
- Lead lawyer on TargetCo or CPC side ideally ongoing firm after QT.
- Must all work in same sandbox.
- US firms needed for US issues for TargetCo.
- TargetCo lawyer will review Filing Statement info from TargetCo, don’t make them create it!
Cross Border Tax Advice
- Plan ahead with everyone’s eyes open can let you deal with cross border share exchange issues in prudent manner.
- Make sure TargetCo investors sign off in writing method employed.

17. Lessons Learned About CPCs
SEC Registration Issues
- Enjoy TSXV without complete SOX issues.
- Plan ahead and know the issues (everyone).
- Pre migration to Canada?
- Conversion of common to preferred?
- Special Warrants?
- Number of US shareholders?
- Migrate CPC to Delaware?
Educate TargetCo Investor Base
- Make sure all investors know the CPC process to avoid surprises.
- VC investors need to be educated.
- Institutional funds need to be educated.
- Get sign off in writing of 100% buyin early on. (small or large investor base)

18. Lessons Learned About CPCs
After Market Support
- Get TargetCo buy in of post QT IR program.
- Have Canadian team members on board with Capital Markets contacts.
- Interview IR firms in US and Canada and short list early on.
- Credible board and advisory board members in relevant industry.
Broker and Sponsor
- Need a sponsor even if money not raised (can be broker raising $)
- Reasonable QT raise needed to attract corporate finance.
- CPC Seed investors cannot collect fees or commissions.
- Pre LOI is time to meet analysts and corporate finance teams, use the opportunity wisely. (Make sure Champion has the contacts).
- Watch for CPCs that have ROFRs with their IPO brokers.
- Have ability to pick best broker for TargetCo Concurrent Financing.

19. Lessons Learned About CPCs
Other Issues
Set reasonable time lines and have regular meetings.
Identify PIF candidates early on to get searches underway.
Make sure CPC has concurrent meeting schedule if required re name change, share split, extra directors added beyond 1/3 in Ontario company.
Make sure Targetco can obtain bridge loan to fund period to closing.
Don’t count on CPC loans.
Bridge loan can be a debenture with a discount conversion to QT price.

20. Discussion Mark Lawrence 416 707 6630 Mark@northcrestpartners.com

21. Mark Lawrence, P.Eng., MBA, CFA Managing Partner - NorthCrest Partners Inc.
Mark received his designation as a Chartered Financial Analyst in 1990 and has been a registered Professional Engineer since Mr. Lawrence previously worked in leading North American retail and institutional brokerage firms between 1987 and 1997, including being a Director of Loewen, Ondaatje, McCutcheon Ltd, a VP of Midland Walwyn Capital Inc., and the Senior Technology Analyst at Prudential-Bache Securities Inc. Mr. Lawrence became an industry leading software and hardware analyst in Canada. He has worked on cross-border public transactions, equity issues in excess of $2 billion, and on private financings. Since 1997, through CML Capital Ventures Inc., he has invested in, founded and operated several technology firms, and assisted many others. Some of these include Investors Source (wealth management software), Zacks Canada Inc., (consensus earnings database service), Classwave Wireless (Bluetooth software), USA.CA Corp., (investment research portal), CablesEdge Software (remote desktop access by voice), and Linmor Inc., (remote network management). In addition, he is a founder of CPCs BlueFyre One Inc, Software Growth Inc., and York Ridge Lifetech Inc.    He is Chairman of Axiotron Corp. (TSXV), director of Soltoro Ltd. (TSXV) and director of Mutual Fund Company Stone Investment Group.  Mr. Lawrence was until mid 2009 a Director of OneWorld Energy Inc., a private diversified renewable energy company.  Mr. Lawrence has a Bachelor of Science in Mechanical Engineering from Queens University and a Masters in Business Administration from the Ivey School of Business. He is also a Chairman of the MIT Enterprise Forum in Toronto.