Mina Mar Group

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...

The Pink Open Market as a part of OTC Markets Group provides platform for trading wide range of equities, which include penny stocks, shell companies, foreign issuers with limited information and companies not willing or able to provide information to investors. Since there is limited information available and limited regulatory oversight Pink market is considered to be of high risk.  Depending on level of disclosure companies are divided in three tiers as current information, limited information or no information. To qualify as a current information company have to make disclosure  available, in accordance with one of the following reporting standards: SEC reporting standard, U.S. reporting standard, international or alternative reporting standard. In the first two cases company has to be in compliance with SEC and Bank Regulator reporting requirements. Companies trading on Qualified Foreign Exchange  use international reporting standard. Other companies m...

Annual report is an audited corporate document that details the business activity and financial status over the previous year. It became regular part of corporate financial reporting after stock market crash in 1929. Annual report is distributed to shareholders at the end of the year and SEC also requires from company to file annual report on the form 10-K. Annual report contains audited financial statement and other company related data like in dept information about company's products, services, competitors, management and legal proceedings. Investors can access reports through EDGAR (Electronic Data Gathering, Analysis and Retrieval) and download report for free. Annual reports that is sent to shareholders and stakeholders consist of records of company's activities during the past year and financial and operational information. Included information are general corporate information,graphs and photos, financial and operating highlights, letter to shareholders from CE...

Quarterly report is set of financial statements issued by a company at the end of fiscal quarter on a SEC form 10Q. It is a report of company performance during the specified period which helps investors to feel pulse of the company by getting insights into business performance and growth rate and provides them with future outlook. Federal Securities law require from public companies to to provide certain information. Form 10Q has two parts that have to disclose relevant information regarding the company's financial position. First part contains unaudited financial  statement (income statement, balance sheet, cash flow statement) for the quarter and year-to-date and results from previous year for comparison. It also includes management discussion and analysis of the company's financial condition, disclosure about risk factors that may affect the value of the company, internal controls. Second part contains all other pertinent information, including legal proceedings, u...

Registration statement is set of documents including prospectus which company must file with Securities and Exchange Commission before it proceeds with public offering. It contains two principal parts: prospectus and additional information and  exhibits that must be filed with SEC but not necessarily revealed to investors. Company can use form S-1 to prepare registration statement and add any information that is necessary to make disclosure not misleading. Prospectus is "selling" document that must be offered to anyone who is offered or buys security. Distribution of prospectus to potential investor is usually done by underwriters or brokerages but they are most widely distributed through websites such as EDGAR (Electronic Data Gathering Analysis and Retrieval System). In prospectus company must clearly describe important information about business operation, financial statement, biographies of officers and directors, detailed information about their compensation...

Just like smaller reporting companies that we mentioned in the previous article emerging growth companies are entitled to reduce regulatory and reporting requirements under the Securities Act and the Exchange Act  But which companies qualify to be in this category. Emerging growth companies are companies that have total annual gross revenues less than $1.07 billion (initially $1 billion, but the it was adjusted in April, 2017 for inflation) during most recent completed fiscal year and companies retains that status under certain conditions. That is, annual revenues must not exceed $1,070,000,000 and it must not issue more than $1 billion in non-convertible debt over the past three years and must not become large accelerated filer.  Firm  remains being emerging company during the first five fiscal years  after completion of an IPO. A company could not be an emerging growth company if it completed its IPO on or before December 8, 2011 because this cat...

Reporting company or reporting issuer is a company that is obliged to file periodic reports under section 13 or 15 (d) of Securities Exchange Act. There are couple of reason why companies become reporting issuers. One of the reasons is securities exchange listing. Before securities can be traded on one of the exchanges they must be registered with Securities and Exchange Commission. Another reason is size threshold. If company has assets worth more than $10 million and a class of equity securities held by 2,000 person or 50 or more non accredited investors. Companies that issue securities but are not listed on any exchanges are also subject to Securities Exchange Act. In the first two cases company must file periodic and current reports. SEC divides reporting companies that file periodic reports under Securities Exchange Act of 1934 into different categories based on size among other factors. Smaller companies have less stringent reporting requirements and are exempt from ...

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...

There are different method to take your company public in Canada: initial public offering, reverse takeover, and direct listing. There are several advantages and few disadvantages of reverse takeover (RTO) over initial public offering (IPO).  An IPO requires a preparation, filing and clearance of prospectus which is subject of review and approval by the securities exchange commission. Disclosure document for RTO includes prospectus level disclosure with respect to the private company. In addition disclosure documents relation to RTO transaction will not be subject to review by commission. Private company will undergo due diligence and disclose information which  it has not previously  made public, including three years of audited financials. The private company will also need to conduct due diligence  of the public company to ensure that it is not inheriting any material unknown or unforeseen liabilities and that public company is up to date wi...

Reverse takeover is transaction in which public company listed on a stock exchange in Canada with few or without assets (often referred as shell company) acquires all securities of a private company with a significant assets and operation. It is considered a less expensive and time consuming alternative to initial public offering (IPO). This way public companies acquires all securities of public company and it becomes direct or indirect wholly-owned subsidiary. Shareholders of the private company receive shares from the public company  and the operating company's shareholders ultimately acquire a controlling interest in the new, combined company. Shell companies may be created and maintained just for purpose of reverse takeover or it can be existing company, a  reporting issuer that have previously ceased operations, but still maintain their reporting issuer status and usually have the shareholders required to list on a stock exchange. This makes them ideal candi...

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...