Mina Mar Group

Simply put general solicitation is an act of marketing capital raise publicly, but things are mot that simple. General solicitation is not precisely defined in statues and rules so Securities and Exchange Commission (SEC) takes case by case approach in case of violation "no general solicitation' requirement of Rule 506(b). It all started with JOBS Act in 2012, with purpose to make securities regulations friendlier form small businesses. General solicitation was banned since 1933 and Securities Act of 1933 in order to protect investors from scams and frauds. The Jobs Act required from SEC to amend existing and create new exemptions that will permit issuers of securities to raise capital without SEC registration. On July 19, 2013 SEC adopted amendments to Rule 506 of Regulation D. Another Rule of the same regulation, 506(b) provided issuer with conditions to rely on in order to met requirements of Section 4(a)(2) of Securities Act that exempts from registration "tr...

Private placement memorandum also known as offering memorandum is the most important document for any private company that is raising capital. Such sale of stock, bonds or other securities directly to selected private investors is called private placement. Unlike company that is raising capital via traditional IPO and becomes publicly traded, company that utilizes private placement remains private. Private placement memorandum can be compared to prospectus in public offerings and its purpose is to provide prospective buyers with needed information. Offering memorandum gives in depth look at business and its operations explaining nature of business, terms of investments, potential risks and management among other things. Sometime it can be compared to thorough business plan but there is a difference. Business plan often has marketing purpose created to promote the company and attract investors. On the other side private placement memorandum is more factual and descriptive in t...

Direct public offering also known as direct listing or direct placement is a type of offering where company offers securities directly to public in order to raise capital. It is considered alternative to initial public offering but unlike in IPO company that uses direct listing eliminates intermediaries like investment banks that underwrite stock, making stock price dependent on the market. In direct listing employees and early investors convert their ownership into stock that is then offered to the public meaning that no new shares are issued which stops stock dilution. Because in DPO middle man in form of investment banks, broker-dealers and underwriters is eliminated it enables issuer to sell shares quickly, without the lockout period. It also makes the offering cheaper because there is no underwriting fees to pay and faster because there is fewer thing to manage than in traditional IPO. Underwriters  not only set the IPO price but they also organize roadshows, fil...

On July 10, 2013 the Securities and Exchange Commission adopted bad actor disqualification provision for Rule 506 of Regulation D under Securities Act of 1933, to implement Section 926 of Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provision appear as paragraphs (d) and (e) of Rule 506, of Regulation D. The Bad Actor rule prohibits company (the issuer) to use registration exemption if the issuer or any other associated person has been convicted of or subjected to judicial or regulatory sanctions for certain violation of U.S law. Exemption from registration under Regulation D helps thousand of businesses to raise capital worth billions of dollars. T he “Bad Actor” rule is codified as new paragraphs (d) and (e) to Rule 506.  Rule 506(d) provides that the exemptions in Rule 506(b) and Rule 506(c) are not available if the issuer or any associated person is statutorily disqualified. This includes all of the following: ...

C anadian Stock Exchange or CSE, operated by CNSX Markets Inc. is an alternative stock exchange In Canada, recognized as such in 2004. The CSE represents itself as an exchange for entrepreneurs that offers alternative and easier access to capital market. This is done through simple and precise rule book that makes listing quick and relatively inexpensive. The exchange is fully automated which means that floor trading method is not preferred.  Taking your company public by listing it on CSE gives you an opportunity to explore Canadian strong capital market and raise capital that will help your business grow. As publicly traded company on Canadian capital market will raise your corporate profile and draw attention of investors willing to invest in your company. In order to become publicly traded company in Canada company must become reporting issuer with one or more  of the Provincial Securities Commissions which means it is subject to ongoing public disclosure and...

Bonds is one of the three main asset classes besides stock (equity) and cash equivalents. Bond is considered fixed income security where bond issuer is in debt to the bond holder and is obliged to pay him an interest. It can be understood as a form of a loan where holder of the bond is creditor, issuer of the bond is borrower and coupon is interest that he pays. Issuers of the bonds are companies, municipalities, states and governments which used funds obtained through bonds to finance long term investments and current expenditures. Bondholders are debt holders that have priority over stockholders but are ranked behind secured creditors in case of insolvency. Bonds have maturity date when the principal is due to be paid and interest rate that can be fixed or variable. Principal is face value of the bond, actual amount that is on the bond which will be paid to the holder at the maturity date. Fixed rates remain the same through the set period while variable rates fluctuate o...

In simple term public company is company whose shares are publicly traded on one or more stock exchanges or over the counter market (OTC) and that ownership is dispersed among the many investors. History of public market dates back in early modern period when Dutch helped lay foundation of modern financial system. Publicly traded companies usually have many investor while privately held companies had fewer, but company with big number of investor doesn't have to be public company. Securities and Exchange Commission (SEC) states that every company with more than 500 investors and more than $10 million in assets must register with SEC and adhere to its regulations. Most public companies where private and after that they meet requirements to become publicly traded company mainly because it brings many advantages. Public companies are able to raise capital  through the sale of stock in a way shares become company's currency which is then traded on the market. Before it w...

When it comes to choosing the right type of financing you will have to consider multiple factors on both sides, type of financing and your business needs. As we mentioned in previous articles all financing boils down to two types: debt financing and equity financing. If you are new in business you will need money to invest in expansion and growth. Chances are that you don't have long history of profitability and that you didn't have time to build good credit score which means that banks and some lenders will not be eager to give you a loan. Or on the other hand you are not comfortable with a fact that you can lose your assets whether business or personal. In that case equity financing will work best for you. This is an opportunity to raise cash without strict requirements that bank will demand from you and you will not have to pay monthly rates to the lender as in the case of debt financing. By avoiding monthly payments you will have more cash on your hands that you can...

Another type of financing beside debt is equity financing. Equity financing means that business raise money through investor by selling the part of the ownership of the company. What motivates investors to get involved is their belief in company's potential and massive return on their investment in the future. It is also called risk capital because return is only possible if the enterprise produces sufficient revenues for that purpose. Equity financing has wide array of capital sources and here are some of them. Private investment from friends and family - you may think this is the easiest way to raise money because you will contact people that you know and it is likely that they want your business to succeed and they require less material preparation. Ownership sharing may or may be not required and many will enter into agreement through the use of promissory note. Usually people don't have large amount of money to invest in business so it is not very usual to secure...

Canadian Stock Exchange (CSE) is one of the fastest growing exchanges in the world. It was the first full stock market to be approved by the Ontario Securities Commission  in the past 70 years. CSE is alternative for micro-cap and emerging companies. It gives alternative to entrepreneurs  by making the access to Canadian public capital market easier and more user friendly. The CSE offers simple and precise rule book that makes the process of accessing public market quick and relatively inexpensive. Here are some of the reason why you should list your company on Canadian Stock Exchange. Straightforward requirements  - listing on CSE is streamlined with clear and concise rule book (it is just 56 pages). It helps companies to quickly realize if they can meet requirements and avoid engaging in lengthy process. Rule book is written not only for lawyers and corporate finance people but also for companies and business themselves so they can understan...

There are several potential advantages of going public through reverse takeover transaction. One of the biggest is better access to financing options. Usually private placement is conducted simultaneously with reverse takeover.  It will provide capital for company's future plan and projects and also fund the expenses of RTO. Public company that is reporting issuer has the opportunity to raise additional capital. Secondary offering require prospectus forms that are significantly shorter and are subjected to shorter review period by the Securities Commission in comparison to RTO transaction. Also, public companies are in more favorable position to obtain debt financing. If company complies with periodic reporting requirements it makes it more attractive to lenders and debt investors. Small and growing companies  in Canada also have lower listing requirements and less continuous disclosure obligations (TSXV and CSE). Being public company provides greater liquidity f...

Companies that go public on a stockmarket in Canada become a reporting issuer  with one or more of the Provincial Securities Commissions (CSA). The ten provinces and three territories have teamed up to form Canadian Securities Administration and they are responsible  for securities regulation and developing harmonized approach to securities regulation across the country . Reporting issuer is a person or a company who has outstanding securities, has issued securities or proposes to issue security and has filed a prospectus for which receipt has been issued under Securities Act. He is also a subject to the continuous disclosure reporting requirements of Applicable Securities laws in Canada. Companies can become reporting issuers by filing and clearing prospectus. A typical Canadian prospectus  offering is a formal process with extensive  documentation. prospectus must contain full, true and plain disclosure to investors and the public about the compa...

One of the important services that we offer in Mina Mar Group is capital advisory. This is extremely important issue because most small businesses fail due to cash problems.Our focus in on offering the quickest and most cost-effective solutions to our clients while also defining and diminishing possible risks involved. Our objectives are accomplished in several different ways. One of them determination and assessment of the opportunities for growth of your company. We have ability to secure all sorts of funding and one of the must-haves in the process is well thought business plan that we can submit to financial institution or investor. Good business plan should include overview of the industry sector, analysis of targeted market, competitive  analysis, sales, marketing and financial plan.There are many more reason why you should write a business plan. First of all it is a great way to test viability of your business idea. Mina Mar Group will help you assess all ...

It is very likely that you hear about some new promising company or you want to start your own company. There are a lot of good ideas out there but not all are going to be implemented and launch successful companies. Sometimes the link that is missing is so much needed funding at the right time in seed stage. At Mina Mar Group, we help companies that are in early stage through detailed plans to get viable solutions to funding for the growth of emerging organizations. Early stage companies are typical pre-revenue and pre-profit and they usually seek capital to invest in product development, building team of employees and trying to build sales channels. Startup companies still have a lot to go in their business journey before they reach positive cash flow and that is the major reason why they are in need of funding. Reaching financial independence often comes in the form of initial public offering, reverse merger and acquisition. Sometimes the first-hand investors will be friends...

When you talk about raising capital usually the first thing that comes to mind is traditional initial public offering (IPO) and even though it is the the good way to rise significant amount of capital. It is especially useful if you want to avoid borrowing money from traditional sources. In the primary offering, when a private company is selling their stock for the first time they get the influx of capital. Most of that capital is used to expand business and improve profitability of the company by investing in research and development of products and services,marketing and advertising, hiring skilled and experienced personnel, buying assets, etc. Being public also opens many financial doors mostly because public companies are under scrutiny and they have to issue quarterly/annual reports and do audits. For example it is easier to borrow additional capital at a favorable rate. Mina Mar Group can help you go trough every stage of the IPO process, from drafting the p...

In the first part of the article we mentioned prospectus. To be sure that all information in the prospectus are true and pertinent it is necessary to do due diligence. It will be performed by your accountants and our experts at Mina Mar Group. The business objective, position among competition, management, business plan and performance, financial situation will all be carefully evaluated by MMG. The review process also involves getting information about the customers, vendors and industry sector of the company. As we get more information we will make changes in the prospectus and fill in missing information. The drafted prospectus will be filed and presented by Mina Mar Group to the Securities and Exchange Commission (SEC). As we already mentioned prospectus is standard part of an IPO process. It ensures that important information regarding the issuing securities are disclosed to potential investors. Preliminary prospectus ("red herring") is the first offering docume...

Mina Mar Group has been helping publicly owned companies in building a relationship that is beneficial to them and their shareholders since 2005. Our specialty and focus lies with small cap for both companies in reporting and non-reporting sector.  Even if you have private company and you are planning to go public we can find equity lenders that will provide you with funds trough the use of traditional systems. Financier security will be the equity of your business and the undertaking of the process will show that your company will be taken public in about year or two. Reverse merger, also known as reverse takeover is used for this process as Mina Mar Group specializes in merger and acquisition consulting services. We own a stock of of affirmed and clean public shells that are provided for reverse merger for our clients  as a publicly traded vehicle that can be used to get capital. Likewise, we offer diverse financing options, including private...

Mina Mar Group is offering full range of investor relation service as addition to out capital advisory services. We think that communication is crucial part of reaching your goal - making distinct message for the investing community and creating loyal base of followers and investors. Our top executives have plenty of experience in representing companies in different industries and market caps. We established our services on analytical and professional method of maintaining investors relations. Our clients will receive aid in personalized outreach activities that are focused on the financial media, analysts and institutional investors. Our approach is based on building trust and enlightening the investors and in that way safeguarding and upholding the reputation and credibility of our clients' management. Mina Mar Group is giving you a chance to meet the fund analysts, venture capitalist, company's managers and other individuals from investment community and we will also...

The focus of the division of our capital advisory services is to offer the quickest and most cost-saving solution to the capital needs of our clients and also determine and reduce the risk involved in the process. Our objectives are accomplished in different ways: Determination and assessment of the opportunities for growth of private and public firms and private equity companies looking for opportunities to invest Deciding of the most viable investment and/or capital for different organizations Identification and assessment of the partners that are the best Reduction of risk through the use of due diligence Processing of the investment thesis of our clients and other important data to ensure    that financial goals are achieved Helping our clients throughout every stage of the process From private equity to the mezzanine, venture capital, strategic investment, debt, IPO, M&A, and much more, we have the ability to secure all sorts of ...

It is not a secret that great deal of mergers and acquisitions fail due to various reasons. The whole process is important and takes time but it is equally important to know what comes after. Success depends on how company handles many responsibilities that come with new situation. New corporate structure, reallocation of resources and becoming acquainted  with new customers are just some of the things that you will need to manage. It is not unusual for a company to hire a third party to help them smooth transition. When CEO and board of directors decided that they want to acquire or merge with particular company they will usually start with tender offer. It is permitted to buy up to 5% of outstanding shares of the company without having to file with SEC. If that number is bigger it is mandatory to file with SEC, disclosing number of shares in possession and if there is intention to acquire the company.  With help from financial advisers final price for the compa...