Your guide to Public Venture Capital

Your guide to Public Venture Capital section 1 section 2 section 3 section 4 Public Venture Capital Going Public Being a Public Company Graduating to Toronto Stock Exchange Your Partners in Venture Success section 5 Thinking about growing your company? The decision to become a publicly traded company can be one of the most critical steps you’ll ever take. This is not a decision taken lightly. It requires careful consideration and professional advice from a wide range of industry professionals. We know first hand the issues you will experience and the value of expert advice. Every company considering a listing on TSX Venture Exchange gains access to our team of corporate finance professionals. They’ll work with you to: • Determine if you are at the right stage of your corporate life to consider a listing • Provide you with a step-by-step guide to the listing process • Introduce you to your partners in Venture Success We want each step in your growth to be successful to the point where you graduate to a listing on the senior exchange. Since 2000, 143 TSX Venture companies have graduated to Toronto Stock Exchange (TSX), representing approximately a third of the senior market’s new listings. Our support continues long after your first shares are traded. We provide a comprehensive mentorship program designed for your senior management team, covering topics ranging from corporate governance, to shareholder communications to the responsibilities and obligations for continuous disclosure. At every stage of becoming a public company... of being a public company...and of graduating to Toronto Stock Exchange, our resources and industry experts are available to assist you. We do it because we’re as interested in your success as you are. 3 Public Venture Capital Public Venture Capital is to an entrepreneur what high octane gasoline is to a race car. An idea will get you to the starting line but it takes access to capital to provide the ride of a lifetime. As Canada’s national exchange for venture class securities, TSX Venture complements the activities of angel investors and venture capitalists. For the right company at the right time, a listing on TSX Venture Exchange can provide first time access to public financing. Where TSX Venture Fits In Financing Growth Companies 1 public venture ca p i ta l tsx venture exc h a n g e to ro n to stock exc h a n g e p r i vate venture ca p i ta l founders, fa m i ly and friends angel investo r s venture ca p i ta l i sts project or idea r&d or prototype commercial stage stable production stage operating history stage of com pany growt h A Listing on TSX Venture: • Bridges the gap between private and public financing in the $500,000 to $20 million range • Has listing requirements that are focused more on the experience of the management team and their product and service rather than on earnings • Is tailored to the needs of emerging companies by industry sector 4 • Provides a comprehensive mentorship program to newly listed companies • Can be the first step in obtaining multiple rounds of new financing. In 2003, TSX Venture listed companies raised just under $2.4 billion. ts x venture su cc e ss sto ry Boardwalk Equities Inc. (tsx: bei) From its initial listing as a CPCTM in 1994 to December 2003, Boardwalk Equities’ share price has risen over 7,060%. co n stituent of s&p/tsx composite index tm as of december 19, 2003 tm The Benefits of Going Public Access to Capital Issuing public shares expands your investor base and sets the stage for secondary equity financings, including private placements. This can also create more favorable lending terms with financial institutions. A Partner in Success Going public is an important decision in the corporate life of your company. It’s a decision requiring careful consideration and expert advice. TSX Venture’s corporate finance professionals work closely with your senior management team to guide you through every stage of the listing process. Facilitate Growth Mergers and acquisitions can be financed using publicly listed shares rather than cash. Maintain Control Taking your company public is a growth option that allows you to retain up to 80% ownership. Enhance Your Reputation Becoming a public company will promote your public profile and provide greater transparency for investors. Create a Market for Existing Shareholders A listing can provide early investors with a more liquid market in which to trade their shares. Reward for Management and Employees Issuing shares provides immediate and tangible employee benefits without depleting cash reserves. 5 Going Public Thinking about going public? Think TSX Venture. step 1 | How Do I Know if My Company is Ready to List? 2 Prior to meeting with the TSX Venture corporate finance team you need to carefully assess your company’s strengths and weaknesses. There are three key questions you need to address. 1 Is my company eligible to go public? Each of the four major industry sectors represented on TSX Venture – mining, oil and gas, technology/biotech/ industrial, and R&D – have specific minimum levels of eligibility for a listing on the exchange. For a detailed list of the requirements for each sector please visit our website at www.tsx.com or contact us at 1 (800) 206-7242. 3 Are the public markets right for your company? • Are you looking to raise over $1 million over the next two years? • Do you plan to use the shares of your company to finance acquisitions? • Are you looking for an exit strategy for seed investors? • Is your company looking for more credibility and a higher public profile? • Have you considered all of your financing options? Time spent answering these questions will help you determine if the time is right to take one of the biggest steps in your corporate life. 2 Is my company ready to go public? • Does your product or service have a readily identifiable market and significant growth potential? • Does your management team have experience in your industry sector and in running public companies? • Have they invested their own money? • Will your corporate governance controls withstand the scrutiny of the public markets? • If not, is your management team committed to them? 6 t sx v en tu re su cc e ss sto ry Aastra Technologies (tsx: aah) It’s a long way from an initial listing as a CPC in November of 1995, to where Aastra Technologies is today with a total market cap of $288 million as of December 31, 2003. co n stituent of s&p/tsx com p o s i t e index as of december 19, 2003 step 2 | Ready to Proceed If you are ready for a listing the next step is to assemble the team you will need to execute it successfully. As a company looking to go public you will be dealing with s e ve ral professionals: YOUR COM PA N Y I N V E STMENT DEALER S ECURITIES LAWY E R AU D I TO R IR PRO F E SS I O N A L While there is no hard and fast rule as to which professional you will deal with first, most often the process will begin with engaging a qualified securities lawyer or an experienced investment dealer. When selecting your team each professional must have: • Experience in your industry • The ability to offer sound financial market advice relevant to your industry • A thorough knowledge of TSX Venture policies and securities commission requirements • A good rapport with your senior management team Assembling the right team of qualified professionals can significantly reduce your listing time and costs of obtaining a public listing. 7 step 3 | Four Ways to List Your Company Emerging companies have differing financial requirements. TSX Venture has created a flexible approach to raising public venture capital.1 1 Initial Public Offering (IPO) An IPO requires the completion of an application for listing and the filing of a prospectus with the securities commission(s). 3 Reverse Takeover (RTO) The RTO allows a private company to buy a TSX Venturelisted company that has no substantial business activity. 2 Capital Pool Company (CPC) tm 4 Direct Listing If your company was formerly listed or is currently listed on another exchange you may qualify for a direct listing. The CPC program divides the traditional IPO process in two. First, a shell corporation is created whose business it is to locate a promising asset. Funds raised are for the search and due diligence process. The second phase involves the actual acquisition of the targeted asset and is known as the Qualifying Transaction. Private companies looking to go public should consider vending into a CPC as a unique way of listing. 8 1 For information on detailed listing requirements visit our website at www.tsx.com or contact your local TSX Venture office at 1-800-206-7242. What This Can Cost The cost of taking a company public can range from $100k to over $200k depending on the type of listing and the industry in which the company operates. The majority of these costs are paid to your advisors so it is critical to research the background and qualifications of each professional you engage. Approximate Listing Costs Costs will vary depending on nature and complexity of the transaction. CO ST TSX VENTURE FEES S EC U R I T I E S COM M I SSION FEES SPONSOR FEES L EGAL FEES ACCOUNTING & AUDITING FEES INITIAL PUBLIC OFFERING ( I P O) $ 7,500 – $22,500 $1,000 – $10,000 $ 30,000 – $50,000 $75,000 + $25,000 – $50,000 CA P I TAL POOL COM PANY (C P C ) (including qualifying transaction) REVERSE TA K EOVER ( RTO) $ 7,500 – $22,500 N/A $ 30,000 – $50,000 $100,000 + $25,000 – $50,000 $5,000 – $10,000 $1,000 – $3,000 $20,000 – $50,000 $75,000 + $25,000 – $50,000 Other fees to consider include: • Valuation reports • Geological or engineering reports • Expert reports • Investment dealers fees and commissions on financings • Printing costs • Transfer agency costs • Investor relations fees 9 Being a Public Company Entrepreneurs gravitate to partners who think just like them. At TSX Venture your success is on our mind too. Life as a Public Company 3 As a public company you now have access to entirely new pools of capital. You also have obligations and responsibilities to be accountable to the Exchange, regulators and shareholders. This increased scrutiny and regulation is designed to protect both you and your investors. It will change how you operate day to day. 1 Public Disclosure Public companies must provide timely and continuous reporting of: • Financial results of the company’s operations • Executive compensation • Share transactions of insiders • Material changes to the corporation 3 A Change in Taxation It is crucial to obtain comprehensive tax advice prior to a public listing as your company may lose certain tax advantages it enjoyed as a private company. 4 Increased Scrutiny of Management Corporate decisions are now public and will be closely examined by shareholders, analysts, regulators and the financial press. It is critical to evaluate your company’s management style and make sure it can stand up to this kind of transparency. 2 Increased Responsibility for the Board of Directors Board members become legally responsible for disclosing information to all shareholders. They will be accountable to, and must act in the best interests of, all shareholders. Regulators and Commissions The role of these bodies is to protect the integrity of the marketplace, the investor and ultimately the corporation. YOUR COM PA N Y TSX VENTURE S ECURITIES COM M I SS I O N S US & CA N MARKET REG U LAT I O N S E RVICES INC. (RS) I N V E STMENT DEALERS A SS O C I ATION (IDA ) 10 tsx ve n tu re su cc e ss sto ry Peyto Energy Trust (tsx: pey.un) From a small oil and gas start-up in 1997, Peyto Energy is a major player in energy development in Western Canada with a market capitalization in excess of $1.2 billion as of December 31, 2003. co n stituent of s&p/tsx capped incom e t ru st index as of december 19, 2003 In Canada there is a securities commission for each Province and Territory. To secure a public listing, your prospectus will need to be approved by the provincial regulator where your company is located and in each jurisdiction where the shares will be sold. For those companies trading in both Canada and the U.S., approval of regulators in both countries is required. Market Regulation Services Inc. (RS) is a self-regulatory organization (SRO) that is responsible for overseeing trading and disclosure practices by exchange members and participating organizations, as well as listed companies. The Investment Dealers’ Association (IDA) is an SRO that is responsible for overseeing the investment dealers in Canada ensuring the ethical conduct of these companies and individuals. Corporate Governance Nothing is more important than your corporate reputation. A damaged reputation can lead to the demise of the corporation and possible criminal prosecution of senior management and members of the board. TSX Venture – Your Continuing Partner TSX Venture offers a comprehensive mentorship program – “Venture Success Workshops” – in cities across Canada. The program provides access to leading experts in financial services on topics such as: • Corporate governance • Basic securities law • Shareholder communications • Insider obligations • Financial statements • Continuous disclosure requirements For more information or to register on-line please visit www.tsx.com/en/tsxventuressuccess or call 1 (800) 728-7904 Importance of Independence Effective corporate governance includes directors who are independent of management and free from conflicts of interest. Great emphasis by regulators and shareholders is placed on: • Having a Board Chairman who is independent of management • An audit committee of the Board that contains a majority of independent directors • A compensation committee that also contains a majority of independent directors Time spent in creating sound corporate governance practices will pay dividends throughout the life of your company. 11 Graduating to Toronto Stock Exchange Your business may be telling you it’s time to graduate. A listing on TSX Venture is for most companies the first step into the world of publicly traded companies. As growth and momentum increase, the next logical step is to graduate to a listing on the senior exchange – Toronto Stock Exchange (TSX). TSX Venture and TSX at a Glance TSX VENTURE 2002 L I STED COM PA N I E S TOTAL MARKET CA P MEDIAN MARKET CA P AV E RAGE MARKET CA P FINANCINGS AV E RAGE FINANCING GOING PUBLIC AC T I V I TY G RA D UATES TO TSX 2,504 $ 11 .12 B $ 1 .1 M $4.4 M $1.4 B $0.8 M 208 25 2003 1,991 $ 2 0 .92 B $ 2 .9 M $10.5 M $2.4 B $ 1 .1 M 21 2 47 2002 1 , 30 4 $ 1 , 0 45 B $ 6 9 .7 M $ 8 01.4 M $25.8 B $43.3 M 1 07 – TSX 2003 1 , 340 $1,288 B $ 111.6 M $ 9 61.0 M $ 2 8 .9 B $ 44 .1 M 128 – 4 The Benefits of Graduation When it comes time to graduate to a senior listing you will already have many benefits as a result of your listing on TSX Venture. You will benefit from: • Fewer documents to be filed • Possible elimination of the TSX application fee • Waiving of sponsorship requirements • Increased access to capital 12 • Escrow time is not carried forward or duplicated and can be reduced upon graduating to Toronto Stock Exchange • Multiple rounds of follow-on financing can be generated • Enhanced visibility on world markets • Improved liquidity t sx ve n tu re su cc e ss sto ry Coolbrands International (tsx: cob.a-t) In the highly competitive world of frozen dessert products such as Eskimo Pie, and Yogen Fruz, Coolbrands has grown from a listing on TSX Venture in 1994 to an international company with a market cap in excess of $647.3 million as of December 31, 2003. co n stituent of s&p/tsx composite index as of december 19, 2003 Growth One Year Prior to Graduation Historically the growth of TSX Venture’s graduates has been extremely positive. This graph charts the growth in market cap and share price return for the year prior to graduation. 350 302% 300 250 200 150 107% 100 50 28% 6% 2000 45 2001 26 2002 25 18% 2003 47 60% 195% 223% n umber of gra d uat e s av e rage market cap av e rage ret u r n Feeding the Senior Market As the ‘farm team’ for Toronto Stock Exchange, TSX Venture has consistently been a key source of new listings, supplying approximately one third of all new listings since 2000. 73% 61% 77% 63% 39% 27% 23% 37% 2000 2001 2002 2003 s o u rce of tsx new list i n g s tsx venture gra d uates ot h e r 13 Your Partners in Venture Success TSX Venture Exchange Central Call Centre Toll Free: 1 (800) 206-7242 Louis Doyle Vice President, Montreal (514) 788-2407 louis.doyle@tsxventure.com 5 Calgary Head Office 300-5th Avenue SW, 10th Floor Calgary, Alberta T2P 3C4 (403) 218-2800 Toll Free: 1 (877) 884-2369 Linda Hohol President, TSX Venture Exchange (403) 218-2828 linda.hohol@tsxventure.com Mark Brown Vice President, Listed Issuer Services (403) 218-2805 mark.brown@tsxventure.com Greg Phaneuf Manager, Listed Issuer Services (403) 218-2809 greg.phaneuf@tsxventure.com Roy Homyshin Manager, Listed Issuer Services (403) 218-2826 roy.homyshin@tsxventure.com Sylvain Martel Corporate Analyst, Listed Issuer Services (514) 788-2408 sylvain.martel@tsxventure.com Toronto 130 King Street West, 3rd Floor Toronto, Ontario M5X 1J2 (416) 365-2200 Toll Free: 1 (888) 873-8392 Kevan Cowan Senior Vice President (416) 365-2207 kevan.cowan@tsxventure.com Ungad Chadda Manager, Ontario Listed Issuer Services National Manager, NEX (416) 365-2206 ungad.chadda@tsxventure.com Judie Thom Director, Client Development (416) 365-2219 judie.thom@tsxventure.com Delilah Panio Manager, Client Development (416) 365-2213 delilah.panio@tsxventure.com Montreal 1000 Sherbrooke Street West, Suite 1100 Montreal, Quebec H3A 3G4 (514) 788-2423 Toll Free: 1 (866) 881-2369 Vancouver 650 West Georgia Street, Suite 2700 Vancouver, British Columbia V6B 4N9 (604) 689-3334 Toll Free: 1 (877) 883-2369 John McCoach Vice President, Listed Issuer Services (604) 643-6507 john.mccoach@tsxventure.com Robert Kang Manager, Listed Issuer Services (604) 643-6577 robert.kang@tsxventure.com Shaun Wylde Manager, Listed Issuer Services (604) 643-6539 shaun.wylde@tsxventure.com Alexia Helgason Client Development Executive (604) 602-6970 alexia.helgason@tsxventure.com compliance & disclosure Barbara Insley Director, Compliance & Disclosure (604) 643-6554 barbara.insley@tsxventure.com policy Susan Copland Manager, National Policy (604) 643-6531 susan.copland@tsxventure.com accounting standards Matt Bootle Director, Accounting Standards (403) 218-2834 matt.bootle@tsxventure.com Winnipeg One Lombard Place, Suite 600 Winnipeg, Manitoba R3B 0X3 (204) 927-2369 Kevin Strong Manager, Winnipeg Office (204) 927-2366 kevin.strong@tsxventure.com 15 Toronto Stock Exchange National Call Centre Toll Free: 1 (888) 873-8392 France Lafortune Director, Client Development (514) 788-2401 france.lafortune@tsx.com client development Toronto 130 King Street West, 3rd Floor Toronto, Ontario M5X 1J2 (416) 947-4670 Elaine Ellingham National Leader, Mining (416) 947-4516 elaine.ellingham@tsx.com David Kaiser Manager, Ontario Region (416) 947-4527 david.kaiser@tsx.com Janis Koyanagi Manager, Ontario Region Structured Product Specialist (416) 947-4467 janis.koyanagi@tsx.com Calgary 300-5th Avenue SW, 10th Floor Calgary, Alberta T2P 3C4 (403) 218-2800 Toll Free: 1 (877) 884-2369 Raymond King Manager, Western Canada (403) 218-2801 raymond.king@tsx.com listed issuer services Tom Graham Director, Listed Issuer Services (416) 947-4543 tom.graham@tsx.com CNX Marketlink TSX Group and Canada NewsWire have collaborated to bring you CNX Marketlink. CNX Marketlink connects companies to their audiences, investors to knowledge and information to the marketplace. 20 Bay Street, Suite 1500 Toronto, Ontario M5J 2N8 Toll Free: 1 (800) 413-2638 www.cnxmarketlink.com Montreal 1000 Sherbrooke Street West, Suite 1100 Montreal, Quebec H3A 3G4 (514) 788-2451 Toll Free: 1 (877) 590-7555 16 Canadian Securities Commissions British Columbia Securities Commission 701 West Georgia Street P.O. Box 10142, Pacific Centre Vancouver, British Columbia V7Y 1L2 Tel: (604) 899-6500 Fax: (604) 899-6506 Toll Free: 1 (800) 373-6393 www.bcsc.bc.ca Manitoba Securities Commission 405 Broadway, Suite 1130 Winnipeg, Manitoba R3C 3L6 Tel: (204) 945-2548 Fax: (204) 945-0330 www.msc.gov.mb.ca Ontario Securities Commission 20 Queen Street West, Suite 1903 P.O. Box 55 Toronto, Ontario M5H 3S8 Tel: (416) 593-8314 Fax: (416) 593-8122 Toll Free: 1 (877) 785-1555 www.osc.gov.on.ca Alberta Securities Commission 300-5th Avenue SW, 4th Floor Calgary, Alberta T2P 3C4 Tel: (403) 297-6454 Fax: (403) 297-6156 www.albertasecurities.com Autorite des marches financiers 800 Square Victoria, 22nd Floor P.O. Box 246, Tour de la Bourse Montreal, Quebec H4Z 1G3 Tel: (514) 940-2150 Fax: (514) 873-3090 Toll Free: 1 (877) 525-0337 www.cvmq.com 2640 boulevard Laurier, Suite 400 Place de la Cite, Tour Cominar Sainte-Foy, Quebec G1V 5C1 Tel: (418) 525-0337 Fax: (418) 525-9512 Toll Free: 1 (877) 395-2263 Saskatchewan Financial Services Commission 1919 Saskatchewan Drive, 6th Floor Regina, Saskatchewan S4P 3V7 Tel: (306) 787-5645 Fax: (306) 787-5899 www.sfsc.gov.sk.ca 17 New Brunswick Securities Commission 133 Prince William Street, Suite 606 P.O. Box 5001 Saint John, New Brunswick E2L 4Y9 Tel: (506) 658-3060 Fax: (506) 658-3059 Newfoundland and Labrador Securities Commission 1 Prince Phillip Drive Confederation Building P.O. Box 8700 St. John’s, Newfoundland A1B 4J6 Tel: (709) 729-4189 Fax: (709) 729-6187 www.gov.nl.ca/gsl/cca/s Nova Scotia Securities Commission 1690 Hollis Street 2nd Floor, Joseph Howe Building Halifax, Nova Scotia B3J 3J9 Tel: (902) 424-7768 Fax: (902) 424-4625 www.gov.ns.ca/nssc Market Regulation Services Inc. (RS) Toronto 145 King Street West, Suite 900 Toronto, Ontario M5H 1J8 Tel: (416) 646-7200 Fax: (416) 646-7263 Toll Free: 1 (866) 214-7200 www.rs.ca Prince Edward Island Securities Office 95 Rochford Street 4th Floor, Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Tel: (902) 368-6288 Fax: (902) 368-5283 www.gov.pe.ca/securities Vancouver 650 West Georgia Street, Suite 2600 Vancouver, British Columbia V6B 4N8 Tel: (604) 602-6962 Fax: (604) 602-6986 18 Investment Dealers Association of Canada Toronto Head Office 121 King Street West, Suite 1600 Toronto, Ontario M5H 3T9 Tel: (416) 364-6133 Fax: (416) 364-0753 www.ida.ca Vancouver 650 West Georgia Street, Suite 1325 P.O. Box 11614 Vancouver, British Columbia V6B 4N9 Tel: (604) 683-6222 Fax: (604) 683-3491 Halifax 1791 Barrington Street, Suite 1620 TD Centre Halifax, Nova Scotia B3J 3K9 Tel: (902) 423-8800 Fax: (902) 423-0629 Montreal 1 Place Ville Marie, Suite 2802 Montreal, Quebec H3B 4R4 Tel: (514) 878-2854 Fax: (514) 878-3860 Calgary 355-4th Avenue SW, Suite 2300 Calgary, Alberta T2P 0J1 Tel: (403) 262-6393 Fax: (403) 265-4603 Your partners in going public include several key professionals, including an investment dealer, securities lawyer, and auditor. Contact your local office of TSX Venture Exchange for guidance on selecting professionals experienced in public venture capital in your region. 19 TSX Venture Exchange Member Firms and Participating Organizations Member Firms, as at January 31, 2004 Acadian Securities Inc. Acumen Capital Finance Partners Ltd. Berkshire Securities Bieber Securities Inc. BMO Nesbitt Burns Inc. Bolder Investment Partners, Ltd. Brawley Cathers Ltd. Byron Securities Ltd. Caldwell Securities Ltd. Canaccord Capital Corporation Cartier Partners Securities Inc. CIBC World Markets Inc. CTI Capital Inc. Dlouhy Merchant Group Inc./Groupe Dlouhy Merchant Inc. Dominick & Dominick Securities Inc. Dundee Securities Corporation E*TRADE Canada Securities Corporation Emerging Equities Inc. First Associates Investments Inc. 20 FirstEnergy Capital Corporation Friedberg Mercantile Group Global Securities Corporation Golden Capital Securities Ltd. Griffiths McBurney & Partners Hampton Securities Ltd. Haywood Securities Inc. HSBC Securities (Canada) Inc. ITG Canada Corp. Jennings Capital Inc. Jones Gable & Company Ltd. Jory Capital Inc. Kingsdale Capital Markets Inc. Latimer (W.D.) Co. Ltd. Leede Financial Markets Inc. Lightyear Capital Inc. Loewen Ondaatje McCutcheon Ltd. McFarlane Gordon Inc. Merrill Lynch Canada Inc. National Bank Financial Inc. NBCN Northern Securities Inc. Octagon Capital Corporation Odlum Brown Ltd. Orion Securities Inc. Pacific International Securities Inc. Paradigm Capital Inc. Peters & Co. Ltd. Polar & Co. Ltd. Raymond James Ltd. RBC Capital Markets Research Capital Corporation Salman Partners Inc. Scotia Capital Inc. Sprott Securities Inc. Standard Securities Capital Corporation TD Securities Inc. TD Waterhouse Canada Inc. Toll Cross Securities Inc. Tristone Capital Inc. TWC Securities Inc. UBS Securities Canada Inc. Union Securities Ltd. Wellington West Capital Inc. Westwind Partners Inc. Wolverton Securities Ltd. Woodstone Capital Inc. Participating Organizations Brant Securities Ltd. Burgeonvest Securities Ltd. Commission Direct Inc. Desjardins Securities Inc. IPC Securities Corporation Laurentian Bank Securities Inc. MacDougall, MacDougall & MacTier Inc. National Bank Discount Brokerage Inc. Norstar Securities International Inc. Pension Financial Services Canada Inc. Pollitt & Co. Inc. Pope & Company Refco Futures Canada Inc. S&P is a trade mark of the McGraw-Hill Companies, Inc. and is used under license. 21 Is your business telling you something? You think about your business every hour of the day. Where it is now, where it's going and the places it might possibly venture. But envisioning the growth of your company is one thing. Making it happen is another. You need capital. You need resources. You need the support of financial partners who have the success of your company on their minds too. TSX Venture Exchange and our partners understand the importance of accessing capital along the path to growth. Fact is, public venture capital has kick started Canadian success stories such as Boardwalk Equities, Isotechnika Inc, Aastra Technologies, Arctic Glacier Income Fund, Peyto Exploration and First Quantum Minerals. And it's not slowing down. Just look at our success rate to date. In 2003, 37% of new listings on Toronto Stock Exchange were companies that graduated from TSX Venture and just under $2.4 billion in public venture capital was raised on TSX Venture Exchange – an increase of 65% over 2002. Ready to take your business farther? Talk to us about public venture capital. After all, your company's success is on our mind too. Venture Success. For your Guide to Public Venture Capital and for more information about the venture market call 1-800-206-7242 or visit www.tsx.com/venturesuccess Canaccord Capital Corporation Desjardins Securities Dundee Securities Corporation First Associates Investments Inc. Kingsdale Capital Corporation BDO Dunwoody LLP Borden Ladner Gervais LLP Cassels Brock & Blackwell LLP CNX Marketlink Gowling Lafleur Henderson LLP Lang Michener LLP Miller Thomson LLP PROFIT