The Role of the Issuer

David Todd: Director of Sales OmniArch Capital

and is not a solicitation as to any investment product.

This information is inherently limited in scope and does no
contain all of the applicable terms, conditions, limitation
and
exclusions of the investment described herein. Th
information
contained herein may contain public information and is for
information purposes only. The views and opinion
expressed
herein are the opinions and views of the publisher an
reporter,
not created to promote sale of any investment produc
This is not
a solicitation for sale or purchase of securities, without th
appropriate
exemption documents being provided to prospectiv
purchasers. This
investment is only for investors by way of subscriptio

Discussion Points
1. The Market
2. Role of the Issuer
3. Issuers and Vertical Markets
4. Bringing Product to Market
5. Product Examples

The Exempt Market

Sept 28, 2010 / NI 31-103

Exempt from the Prospectus
Exemptions Provincially Regulated
Includes
OM Exemptions
Hedge Funds
Bonds & PPNs

Role of the Issuer

To create and develop the investment product or opportunity

To create the Offering Memorandum
Register with the Provincial Securities Commission
Present the product to EMDs (Exempt Market Dealers) for sale
Some Issuers are also their own EMDs but this is not the norm

Vertical Market Applications

Issuers operate in different Vertical Markets

Prestige Capital / Building Hotels
Chestermere Lands / Land Development
Solar Income Fund / Green Energy
982 Media / P&A of Film Industry

Bringing Product to Market

Issuers bring product to market through the Offering Memorandum

The steps in getting to the OM are:
1. The Product In / Development / Exit is planned
2. The Analytics / Partnerships / Strategy are planned
3. The initial OM is written and corporate disclosures added
4. The OM is developed with / through law firms
5. The OM is registered with the commission
6. The OM is approved by the EMD
7. The OM must be presented to the investor

Product Examples

OM Dictates The Terms Of The Investment

5 Year Investment Term Early Exit Available

Predictable Cash Flow
RRSP/TFSA/RIF/LIRA/Cash
$5,000 CDN Minimum Investment

OM Declares How The Investment Works

15 Year Time Frame
MILLION
DOLLARS

5% Interest (Coupon Rate) = $50,000

5 Year Hold

Protective Spread

10% Interest to Investor

$300K
= $30,000

Face Value
(Current Worth)

Liquidity Within The Exempt Market

1 Year Committed Funds

90 Days Written Notice
Declining Redemption Fee

Media As An Asset Class

Non
Correlation

Portfolio
Diversification

Senior Debt

Inversely
Related

EM Can Provide Non-Correlation

Print & Advertising of Motion Pictures

Investment in Senior Secured Loans

Last In First Out (LIFO)
Secured against the gross cash flow
of the film

Investments Can Be Inversely Related

Investment Overview
Summary of Fund

$5,000 CDN Minimum Investment

(Registered Available)

6% Preferred return (paid quarterly)

and 50% profit participation

RRSP / TFSAS / RIF / LIRA / Cash

Potential 10 Year Dividend Stream

ROC starts approximately 5 yrs after

investment date

Product Examples
Examples have provided:
Diversification
Non-Correlation
Inverse Relationship
Predictable Returns

Canadian Exempt Market

The Exempt Market is going main stream