Service Providers • 2021

Page 1

AUGUST • 2021 LEARN FROM INDUSTRY PROFESSIONALS IN: ACCOUNTING INVESTOR RELATIONS CURRENCY GOVERNANCE MEDIA & COMMUNICATIONS NEWS DISSEMINATION RESEARCH & INTELLIGENCE TRUST & TRANSFER AGENCY MARKET ACCESS

A CURATED DIRECTORY FOR

CSE-Listed Companies


Tailor-made solutions for the mining sector

Operating in the mining and extractive sectors means finding both opportunities and risks in a highly regulated environment. Our dedicated Mining Team can help your organization seize potential by enhancing and preserving value through the pre-production and production stages of your operation. MNP’s services are tailored to your needs so you can proceed with confidence.

Maruf Raza, CPA, CA National Director, Public Companies maruf.raza@mnp.ca Graeme Wedge, MBA, CET Mining Advisory Services Leader graeme.wedge@mnp.ca

MNP.ca


purvesredmond.com

EXCITING NEWS!

New Director & Officer Liability Insurers to Enter the Psychedelics Sector Purves Redmond Limited has worked tirelessly to advocate and educate insurance companies about neuropharmaceuticals, successfully attracting more insurers to the psychedelics sector. These new players will provide psychedelic companies with more choices, help reduce costs and enhance the protection of their executives.

Working together with our new partners, we have helped:

Public psychedelic companies obtain better rates and deductibles

Psychedelic companies with plans on U.S. listings, secure more coverage

Private psychedelics companies obtain significantly improved terms

Psychedelics companies increase their ability to attract first-tier board members by ensuring protection of their personal assets

For more information, please contact:

Angelo Capone · acapone@purvesredmond.com · 647.231.4863 WESTERN: Mark Carlson · mcarlson@purvesredmond.com · 778.689.6275 EASTERN:



Contents 6

Message From the CSE

8

The Power of Retail Investors How the Covid-19 12 Pandemic Revived

the Press Release

Industry 14 Insurance Lags Behind

Leading Edge Industries

Building a Killer 18 Digital Marketing

Campaign

500 – 22 OTCQX Canada’s Leaders

Join in Our Journey

The Future Look 24 of Shareholder

Communications is Already Here

The Basics of Insider 26 Trading – What Do You Need to Know?

Is Your Website 30 Secure? Why Does

It Matter?

Public 38 What Companies Need

to Know About Securing D&O Insurance

ACCOUNTING

10 10

Avisar MNP INVESTOR RELATIONS

Momentum PR Stockhouse

10 10

CURRENCY

Monex Canada

16

GOVERNANCE

Donnelley Financial Solutions Issuer Direct PubCo Reporting Solutions Wiklow Corporate Services

16 16 23 23

MEDIA & COMMUNICATIONS

BTV Financial Buzz Market One Media Group Proactive Investors

28 28 28 28

NEWS DISSEMINATION

Accesswire Newsfile

34 34

RESEARCH & INTELLIGENCE

MJobserver.com Equity Guru Investorideas.com

36 36 36

TRUST & TRANSFER AGENCY

Capital Transfer Agency

40

MARKET ACCESS

OTC Markets Group

40

Canadian Securities Exchange  | 5


MESSAGE FROM THE CSE W

elcome to the 2021 edition of the CSE’s Service Providers magazine! If 2020 was a year of extraordinary change, 2021 is a year of extraordinary innovation and achievement. Though the CSE team has been working from home successfully for more than a year, we’re looking forward to more opportunities to connect in person again as we enter a post-lockdown reality. As we incorporate lessons and experiences from the past year into future plans, what remains steadfast is our commitment to issuers listed on the CSE. We launched this publication three years ago as a comprehensive guide to third-party service providers that offer exclusive services and promotions to CSE companies. The 2021 edition includes a lineup of resources and tools to help your company achieve its goals and prosper. All of the service providers in this issue have the experience and the capabilities to help growth-minded public companies like yours. The providers in this issue cover a wide variety of public company needs, including Accounting, Governance, Investor Relations, Media and Communications, Research and Intelligence, News Dissemination, Trust and Transfer Agencies, Market Access, and Insurance. We’ve also included a range of useful articles prepared by these service providers. Discover the importance of engaging and connecting with retail investors, what the future of shareholder communications may look like, and how the pandemic revived a specific method of communication – the press release. Read about insurance challenges in leading edge industries, a recent market milestone, and insider trading basics. Plus, get helpful tips about the digital world, including how to build an effective digital marketing campaign, and why website security matters. What topics would you like to read about in future issues? Let us know. We welcome feedback and suggestions. If you are a service provider not currently in the magazine who would like to be included in 2022, please connect with me directly at barrington.miller@thecse.com or 416-367-7348. BARRINGTON MILLER Director of Issuer Engagement CSE – Canadian Securities Exchange

6 |  Service Providers August 2021

®

PUBLISHER Sparx Publishing Group Inc.

GROUP PUBLISHER Hamish Khamisa EDITOR-IN-CHIEF James Black EDITOR Nikki Manthey DESIGNER Elisabeth Choi COORDINATORS Anil Mall Katrina Abel FREE DIGITAL SUBSCRIPTION Published by Sparx Publishing Group on behalf of the Canadian Securities Exchange. To receive your complimentary subscription, please contact Anil Mall at anil.mall@thecse.com. For advertising rates and placements, please contact Anil Mall at anil.mall@thecse.com.

www.thecse.com @CSE_News


STOCKHOUSE.COM


FEATURE

THE POWER OF RETAIL INVESTORS By Stockhouse

T

he pandemic has changed the way that many of us are living our lives. For many, this means more time spent at home. And for some, this has resulted in looking for additional ways to grow their wealth. In 2020, the Canadian markets saw an unprecedented rise in retail investors entering the market, with more than 45 percent of new investors identifying as self-directed. In 2021, we’ve seen how retail investors have the power to influence and disrupt the market in major ways, and it is more important than ever to have a marketing plan in place to reach and engage with this powerful group.

Who are Retail Investors? While retail investing is not new to the market, there is a significant number of retail investors who are entering the market for the first time. They are turning to social media, forums, and investor clubs to learn how to invest, and what companies they should invest in.

8 |  Service Providers August 2021

Since March 2020, Stockhouse.com has added more than 1.2 million users between the ages of 18 and 64 who are actively engaging with the Stockhouse community of users on the Bullboards. Further, over 50 percent of our users are millennials between the ages of 24 and 44 who are looking to invest in companies that align with their values, and that make them money. They prefer mobile over web. With the rise of commission-free apps in both the US and Canada, most retail investors are utilizing their mobile devices to manage their portfolio of investments. They prefer instant access to their investments, and they like the flexibility to make changes at any time that they see fit. Retail investors are also engaged. The average Stockhouse. com user spends eight minutes per session on site and visits up to six different Bullboards and company pages. They are actively engaging in conversations with their peers on the value of the company they are considering, or have already, invested their funds into. This gives them the power to move markets and drive interest in public companies.


Should You Market to Retail Investors? Yes. While retail investors can sometimes be reactionary and emotional in their strategies, they have the ability to move the share price and generate interest for companies. With the power of community, retail investors can become a great marketing tool for companies looking to generate word-of-mouth and referral marketing. Creating a marketing plan specifically targeted at retail investors gives you the ability to generate more interest, awareness, and ultimately, new investors for your company.

How Do You Build a Marketing Plan Directed at Retail Investors? Start online. Do some research to find out where your target retail investor is spending their time online. A great place to start is by looking at mentions on social media, or reading through your company’s Bullboard page on Stockhouse.com to see what investors are saying about you, and to gauge their sentiment toward your company. Once you have a solid understanding of who you are targeting, begin developing a marketing plan tailored directly for them. By understanding your customer, you can build a plan that is much better at reaching your target where it will have the most impact. Ultimately, your goal is to capture qualified marketing leads that can be converted into long-term investors and evangelists for your company.

Where Should You Advertise? Building a digital first approach is essential for targeting retail investors. Make sure that you are working with trusted sources. With so much information available, investors want to ensure that the information that they are getting is accurate and coming from a source that they trust. At Stockhouse, we have found that exposure is critical. Creating a plan that encompasses different elements of digital marketing helps your company build awareness, and provides context as to why investors should care about you. What might this look like in practice? A sponsored piece of content about your company or a well-timed press

release published on a platform that your ideal investor frequents. To drive even more traffic back to the article, your campaign might include social media ads, display advertising, and some native advertising to drive awareness and increase engagement. At Stockhouse, we also utilize our email database of 300,000 investors to send out content pieces or news releases. By implementing a digital first marketing plan, you can generate marketing qualified leads, build awareness, and spark conversation among potential investors. When running a campaign for our clients, our team targets a 20 percent increase per quarter in traffic to a company profile and Bullboard pages. This steady increase helps our clients build sustained awareness and interest among potential retail investors that frequent the Stockhouse website. Finally, having the appropriate analytics in place to track your campaign will help you understand the impact of your marketing plan and determine your return on investment. Analytics can also help you better understand who you should be targeting and the steps you can take to optimize and improve your next campaign.

Ready to Get Started? Marketing to retail investors is more important than ever, and the team at Stockhouse can help you develop a plan from start to finish. With a community of over 9 million users who are active on our site every quarter, we can assist you in reaching new investors. Over the years, we have helped thousands of companies tell their story to our users and build their investor base. Our team works with you to develop a marketing plan that reaches your goals as a company and grows your investor base. Through careful planning, research, and real-time analytics, we can identify new marketing opportunities that build awareness and increase interest in your company through our vast network of retail investors. With many different advertising and marketing products to choose from, we can custom tailor a plan to achieve your company’s goals. For more information on how our team can help you reach retail investors, send us an email at sales@stockhouse.com. Twila Jensen Vice-President, Sales & Marketing Stockhouse Publishing Ltd.

Canadian Securities Exchange  | 9


Accounting Service Providers

Avisar Chartered Professional Accountants specializes in financial reporting compliance services for small- to medium-sized public companies. From maintaining bookkeeping records, to preparing financial statements compliant with IFRS and US GAAP, to CFO outsourcing, we have the expertise you need to comply with the CSE’s regulatory reporting requirements, allowing you to devote your time and resources to your core business. We also assist private companies in the “going public” process and prepare the financial analysis accompanying your initial public filing. Contact Avisar: 1 (888) 513-5707 clientservices@avisar.ca www.avisar.ca

MNP audits over 300 public companies across Canada and the US. We are registered with the Canadian Public Accountability Board (CPAB) and the US Public Company Accounting Oversight Board (PCAOB). These governing bodies ensure that MNP auditors adhere to the highest-quality auditing standards in the industry and also enable MNP to serve clients throughout North America. While our primary focus is on the Canadian public markets, we have a number of US-listed entities and are fully versed on SEC requirements, should there be a consideration to cross-list on a US exchange in the future. Our client base ranges from capital pool companies listed on the Canadian Securities Exchange to companies with assets between $100 to $800 million listed on the TSX. Many of our professionals represent MNP on various CPA Canada and other regulatory committees, to ensure we are always at the forefront of upcoming IFRS and regulatory changes. Contact MNP: (403) 444-0150 www.mnp.ca

Investor Relations Service Providers

Momentum Public Relations is a Montreal-based public and investor relations agency providing market awareness through our network of institutional investors, analysts and retail relationships within the North American investment community. Services are tailored to meet the needs of small- and medium-cap companies looking to increase exposure and shareholder value. Momentum’s team of professional PR consultants are specialized in building and maintaining positive corporate imagery. Clear, concise and highly effective communication strategies strengthen relationships, provide value and demonstrate the professionalism of our carefully selected clients.

With over 1 million unique visitors a month, Stockhouse is Canada’s #1 financial portal and one of North America’s largest small-cap investor communities. Stackhouse members and visitors are active and affluent investors who utilize the site to discover new investment opportunities and make successful stock-buying decisions. Stackhouse programs go far beyond traditional investor relations by providing an array of tools to enable issuers to raise awareness and communicate their investment message to a large, targeted and highly engaged community of small-cap investors. For over 18 years and 900 public companies, Stackhouse programs have been proven to generate results.

Contact Momentum PR: (405) 332-6939 info@momentumpr.com www.momentumpr.com

Contact Stockhouse: Twila Jensen, VP Sales and Marketing (778) 383-1027 twila.jensen@stockhouse.com www.stockhouse.com

10 |  Service Providers August 2021


Four Episodes. One Incredible Month of Cannabis and Investing.

MEDIA PARTNERS

The Cannabis Investor Series provides a first-hand glimpse into current and hot-button topics from across the sector. Hear from 70 influential speakers who are helping shape this evolving industry as global acceptance of cannabis continues to rise. Topics from this four-week series include US legalization, cannabis culture and the capital markets, health and wellness, global markets, social equity, and much more.

Watch the full series on CSE TV now! YOUTUBE.COM/CSE_TV


FEATURE

HOW THE COVID-19 PANDEMIC REVIVED THE PRESS RELEASE The pandemic brought a wave of destruction, but it also changed how and why Canadians consume news, leading to the revival of the press release by Newsfile

As we enter a future where more people work from home, read the news, and feel optimistic about a recovering economy, they are more likely to invest into the market and seek out press releases to understand and gain an advantage. So how can you take advantage of this shift?

1 Consider the non-professional investor – Many of these investors

are young and new to investing. Share your releases on social media platforms like Twitter and LinkedIn to reach journalists and investors where they already are.

B

efore words like “coronavirus” and “social distancing” entered the mainstream lexicon, Canada’s professional workforce was mostly office-bound – Statistics Canada says only 1.8 million, or about 10 percent of us, worked from home. When March 2020’s sweeping lockdown forced five million more employees to carve out office space in their homes, it grew to 40 percent. In this new world of living room offices, Canadians read about 40 percent more business news and we do a better job of it, spending more time clicking, scrolling, and reading articles. For news on the pandemic, people report having more trust in print and digital news brands than in government, television, radio, and other media sources. 12 |  Service Providers August 2021

Experts expect this move home to be largely permanent, and large companies like Facebook, Twitter, and Shopify have announced remote-work policies that will continue after 2021 (just look at Shopify’s dateline city in recent releases: Internet, Everywhere). At the same time as it forced the workforce home, 2021 was a breakthrough year for the amateur trader. This was most visible during the GameStop trading frenzy, when amateur traders active on Reddit pushed the price of NYSE:GME up more than 1,800 percent, but it’s a global phenomenon that has been built from stock trading clubs and forums growing across the world, as well as companies like Wealthsimple and Questrade making stock investment easier than ever.

2

Use a reputable newswire service to send your release to pub-

lications that command authority – this is doubly important in a time where people must rely on trusted media sources for information pertinent to their everyday lives.

3 Dig into your data – Now is the time to read cross-time reports provided by your newswire service to learn where and when investors are reading your press releases. Schedule and target your news based on this information for the most effective delivery.



FEATURE

Insurance Industry Lags Behind Leading Edge Industries By Purves Redmond Limited (PRL)

Psychedelics and Neuropharmacology Specialties in Biotech Insurers lack knowledge, experience, and actuarial data regarding psychedelics, making it hard for D&Os (directors and officers) in this sector to get coverage. Misconceptions abound, and insurers aren’t jumping to invest their own time and energy to understand. PRL is taking action by bringing the underwriting community and leaders in the psychedelic sector together, through symposia. Our combined efforts have resulted in several major insurers becoming comfortable enough to partner with us. And we’ve only just started. Our goal is to make coverage broadly accessible and affordable. You can help by participating in our symposia, lending your knowledge, expertise, and your voice, as we liaise with the underwriting community.

L

ife sciences, biotech, psychedelics, cannabis, tech, crypto & blockchain – we specialize in your industries. To CSE issuers and friends, these terms may equal excitement plus opportunity. They may also scare the daylights out of someone else, including and especially, insurance underwriters. That’s a big problem if you happen to be an Executive or Director (D&O) of a company in one of these fast-growing sectors. Because no company, or individual, can go it alone. Everyone needs protection and support – a safety net. But what happens when the insurance industry prefers to avoid touching your sector with the proverbial ten-foot pole? Here’s an overview of the disconnect and what can be done to improve the situation for CSE issuers.

SUPPORT LAGS BEHIND New frontiers evolve faster than the big insurance firms can move, exposing pioneers and visionaries to more risk than their peers in more mature industries. It shouldn’t be that way, but it is. Let’s look at five sectors, see what’s so scary about them, and get Purves Redmond’s take. 14 |  Service Providers August 2021

Cannabis Sadly, the sector is worse off than it was. In the last 24 months, more Canadian insurers have exited the cannabis sector than entered it. Fear is to blame. That fear is coming from several high-profile class action claims against cannabis companies and boards in 2018 and 2019. A patchwork of cannabis laws


south of the border is another reason insurers are staying out. Lloyd’s of London and most US-based insurers have said they will avoid this sector until US federal laws are modernized to be in sync with the growing majority of people and state legislatures who, to put it another way, feel differently about cannabis than their grandparents’ generation. One of the more daunting barriers to entry for firms eyeing the cannabis business is the difficulty of acquiring full protection for the corporate balance sheet. Therefore, many companies in the US and Canada must compensate by seeking out protection for the personal assets of their directors and officers. Easier said than done, but a good start involves consulting a firm like PRL, specializing in D&O coverage.

Biotech and Life Sciences In light of the exposure of balance sheets to shareholder claims against a company and its board (securities class action litigation), we’re seeing many biotech companies experience challenges in protecting their D&Os too. In fact, this sector is near the top in terms of securities class claims – naturally, a concern for insurers. Inevitably, as a company moves through clinical trial stages, missed milestones can lead to exposure. On top of that, shareholders are historically vocal when mergers and acquisitions come into play. Add to this the difficulties inherent in new product life cycles. Factor in preclinical work, financing, raising capital, clinical trial phases, going

public, IPO or RTO, launching and marketing new products – the list goes on and on. All leading to the importance of an insurance partner who understands the industry, and supports the firm.

underwriter – a broker who lives and breathes technology (including cyber-security) to help an underwriter feel comfortable that a given company represents a best-in-class risk.

Crypto and Blockchain Tech Ask an underwriter for their biggest concern and they’ll say the same words: event-driven litigation. This is a particularly toxic strain of securities class action litigation, typically coming on the heels of a setback for the company (such as a hack with loss of confidential data). Event-driven litigation can also stem from the failure of a product or service to meet expectations. The flames are often fanned by media reports short on facts. Another, more prosaic, concern for underwriters is the battle to stay abreast of the latest, cutting-edge technology. One way PRL adds value is by acting as a “jargon bridge,” translating tech-speak into plain language, so the underwriting community can make decisions faster, and free of ambiguity. This underscores the need tech companies have for an insurance broker willing to be the fiber optic cable between them and the

Take all the challenges facing the other sectors – the lack of experience, lack of data, unwillingness to learn – toss in all the misunderstood terminology of the tech sector, and then double it. Crypto and blockchain companies, we feel for you. And we have good news. Our work with underwriters has made it possible for you to get the coverage you need. The key to our success has been to search the world for underwriters who not only understand crypto and blockchain, but are passionate about it. They get concepts like decentralized ledgers, smart contracts, digital assets, and cryptocurrencies. Our global team has spent years cultivating these relationships. We did it by educating ourselves and passing that knowledge to specific insurance partners. In the process, these insurers have developed confidence in our global team, and become increasingly comfortable with companies like yours.

PUT PRL TO WORK FOR YOU Through dedication and a willingness to learn and help, we have found the best partners worldwide to offer the broadest available protection at the most competitive rates for CSE issuers. We are tireless innovators and work hard to bring new insurers aboard to support you. Our specialization in key CSE industries helps us deliver better solutions to protect your personal assets. Contact PRL to learn about your coverage options. Canadian Securities Exchange  | 15


Currency Service Providers

Monex Canada is a leading global specialist in commercial and private foreign exchange, providing bespoke FX execution products and unparalleled guidance for managing exposure to the foreign exchange market. We work with our clients to execute considered FX strategies, offering sharper pricing, hedging solutions, flexible credit facilities and international payment services.

Contact Monex: (647) 943-1679 info@monexcanada.com www.monexcanada.com

Our diverse client base consists of publicly listed and private companies, SMEs, financial institutions and high-net-worth individuals. Monex Canada is part of a wider global financial services group and one of the world’s largest deliverable FX providers.

Governance Service Providers

Donnelley Financial Solutions (DFIN) is a leader in risk and compliance solutions, providing insightful technology, industry expertise and data insights to clients across the globe. Since 1983, we’ve been committed to delivering the best-possible service and solutions to our clients. This commitment has taken us from our roots as the financial division of RR Donnelley & Sons to where we are today – revolutionizing regulatory and financial technology to better meet the needs of clients.

Contact Donnelley Financial Solutions: 1 (778) 227-6504 matthew.francis@dfinsolutions.com www.dfinsolutions.com

16 |  Service Providers August 2021

Issuer Direct® is an industry-leading communications and compliance company focusing on the needs of corporate issuers. Issuer Direct’s principal platform, Platform id., empowers users by thoughtfully integrating the most relevant tools, technologies and services, thus eliminating the complexity associated with producing and distributing financial and business communications. Our investor platform allows you to schedule (in seconds) your next earnings event, investor day, conference or special event, seamlessly from any device. The Investor Network (IN) part of the platform weaves together services that enable companies to deliver the latest financial materials to shareholders and increase their positive exposure. IN is a new financial content community that serves market information, earnings, commentary and news on what’s trending to millions of unique investors. Dedicated to both the professional and the average trader, IN offers timely, trusted and relevant financial information for virtually every investor. Contact Issuer Direct: James Michael (919) 481-4000 ext. 117 james.michael@issuerdirect.com www.issuerdirect.com


purvesredmond.com

Trusted Leadership in Global Cannabis Access our global capabilities to help your bestin-class business obtain superior protection and preferred rates. Our team provides risk management and insurance solutions for Canadian licensed producers, U.S. MSOs and foreign cannabis operators.

Our cross-border team currently insures 5.5 million square feet of cannabis production in 20 states and throughout Canada and provide risk protection to 40+ cultivation/ processing facilities. We are an experienced and dedicated team working with Cannabis and Hemp cultivators, processors and retailers around the world.

CANADA

USA

¡ Team includes ¡ Network of 100 offices, recognized experts 4000 employees in cannabis-specific throughout the U.S. D&O, exceptional ¡ Track record developing technical and coverage breakthrough solutions expertise across all unique to MSOs lines of insurance, and market-leading risk professionals with cannabis experience

GLOBAL ¡ 40-years history in pharmaceuticals, healthcare, biotech & clinical trials ¡ 10,000 professionals across 90+ countries with $20 bn global premiums ¡ Cannabis clients throughout Latin America, Caribbean, Israel, Jamaica, Germany, Poland, and the EU ¡ Experience insuring outdoor crop

For more information, please contact:

Angelo Capone · acapone@purvesredmond.com · 647.231.4863 WESTERN: Mark Carlson · mcarlson@purvesredmond.com · 778.689.6275 EASTERN:


FEATURE

BUILDING A KILLER DIGITAL MARKETING CAMPAIGN By BTV

C

reating a robust digital campaign that targets the right investors at the right time with measurable return on investment is a complex undertaking. Because digital marketing campaigns are much more dynamic and sustained than other, more traditional methods, an effective campaign involves much more than simply placing ads around social platforms and other websites. One of the most common questions we hear from our clients is: how do I know if it’s working? The reality is that the digital landscape requires significant expertise to answer that question. How should you really be measuring the success of a digital campaign? What kind of reporting and key performance indicators (KPIs) should you be looking for? How do you know if your campaign is being managed by an expert, or a novice that is simply following a few guidelines and “setting it and forgetting it?” If you’re not getting a hands on approach and a dedicated Digital Campaign Manager (DCM) acting as a strategic extension of your team, your campaign will not perform at an optimal level or attract new and quality investors to your story. An experienced DCM should be monitoring your campaign daily; testing, tweaking, and adjusting accordingly for the best optimization and most importantly, results. Here are some tips from our in-house Digital Marketing Director, Gary Gill, to get you on the right track. 18 |  Service Providers August 2021

IMPORTANCE OF PROPER AUDIENCE TARGETING WHEN SETTING UP CAMPAIGNS Many companies make the mistake of assuming users on all platforms behave the same (Google vs. Facebook). Another common misconception is assuming all demographics behave roughly the same – they don’t. Some examples of this are:

FACEBOOK: A casual browsing audience – a good way to engage users not looking specifically for your content, but who have a curious mindset and are more likely to engage if the content is intriguing enough. GOOGLE (SEARCH): A great tool to target users specifically looking for your company, your niche, and your services. The more specific you are with your keywords, the higher quality of users you can attain, but at lower volume. It is best to have a mix of high volume, broad keywords and low volume, targeted keywords. Note: if you’re not pushing out news, and haven’t done any branding or awareness campaigns, investors won’t know you and won’t search for you. So be sure to do this in tandem. GOOGLE (DISPLAY): A common mistake is allowing Google’s algorithms to assign placement targeting based on interests. This can lead to lower quality traffic, higher optimization time, and higher campaign cost. It is best to do your market research, build a unique list of websites, apps, and YouTube placements, and target only those.

Campaigns that use multiple methods and platforms at the same time are the most effective at bringing together highly engaged users who have shown interest, and are more likely to perform actions on your landing page. Other tips include optimizing search to make sure users seeking your company can find it, and reaching a broader audience on relevant industry sites to engage high value users interested in investing. Use the data you gather from market research to build your campaigns and use every piece of data collected while campaigns are online to optimize. There are no shortcuts – do the research, set up the campaigns, optimize and split test thoroughly – and you will have a successful campaign. These are just a few of the things to consider when setting up a campaign. They should be in place before ever turning a campaign on.


KEY PERFORMANCE INDICATORS AND WHY THEY ARE IMPORTANT What is your average CTR? The CTR, or click-through rate, will give you an idea of how your ads are performing by recording the number of clicks on an ad. Every campaign manager must perform constant optimization and split tests to continuously raise the CTR of your ads. Impressions (people who see your ad) are good for branding, but if no one is clicking through to your landing page, then you’re not getting the interest or the lead.

Similar to the CTR, wait 2 weeks after the campaign goes live and get the conversion rate percentage from your campaign manager. Use this as the baseline performance metric for conversions moving forward to see how your campaign is performing, and to make sure it is rising week over week and month over month.

It is best to get a base CTR for your campaigns for Google Search Ads, Google Display Ads, and Facebook ads after your campaign has been online for at least 2 weeks. After establishing this baseline, daily and weekly optimizations are required to ensure the CTR percentage continues to raise week over week. You should run your digital campaigns for at least 3 months to ramp up optimization and garner best results.

To ensure the quality of your leads is sufficient, always ensure your leads have baseline parameters:

What is your conversion rate?

3) Other factors unique to your company, such as specific income brackets

This is the ultimate performance metric. The conversion rate for most investment campaigns, including BTV’s, is when the user performs an action such as signing up to a mailing list or to receive an investor kit. In order to optimize a conversion, your campaign manager must first optimize your CTR (ads and targeting). Then the manager must optimize your landing page to ensure the user performs the required conversion action. It is your responsibility to put the lead into your database and continue to communicate with them to help ensure conversion.

In short, you want to ensure your leads have the full name and email, and are only from “High Quality Investment Traffic Users,” so inquiring about targeting and traffic sources are valid questions. The above questions are only a few of the daily and weekly optimizations your campaign manager should be working on. Remember, no question is ever too specific for a campaign manager, and they should always be able to provide you with any information you require.

What is a good gauge of lead generation?

1) Desired country (Typically US and Canada) 2) Desired age (For example, an ETF issuer typically doesn’t want leads that are 19 years old, so all leads at a minimum should be 35+)

4) Only users who have shown interest or are engaged in investing 5) Ask if your manager has an internal remarketing list for this niche to target previous investors, and also create “look-alike” audiences from these lists 6) Inquire about the traffic sources. Your campaign manager should always be transparent on how they are collecting leads and from which traffic sources

Lastly, keep in mind that high quality video is the most effective way to increase engagement and conversions across all platforms and on your landing page. According to information published in Forrester Research, “One minute of video is worth 1.8 million words.” For further tips on digital and broadcast outreach and to learn more about our special offer for CSE-listed companies, contact Cindy Broad, VP Business Development for BTV: cindy@b-tv.com

Canadian Securities Exchange  | 19




FEATURE

OTCQX 500

Canada’s Leaders Join in Our Journey By Jason Paltrowitz, Executive Vice President of Corporate Services at OTC Markets Group

A Snapshot of the OTCQX 500 Companies • Traded an aggregate $91 billion in dollar volume in 2020 • Represents a total market capitalization of $1.7 trillion

• Experienced 26% growth in home market trading volume

I

n May, the OTCQX Best Market hit the 500-company mark. This latest milestone is part of a journey that began with ten founding companies. Those early pioneers joined a new market built upon ongoing disclosure and qualitative financial standards. From investor-focused international companies, established US community banks and dividend paying companies, to entrepreneurial, innovative, and emerging asset classes, the breadth of the OTCQX market includes a diverse range of today’s industry leaders. Our vision for OTCQX was to create a platform that empowers more companies to be public. We worked to develop a premium market for domestic and international companies to own their disclosure, communicate their investor proposition, and demonstrate strong corporate governance. Another goal is to provide companies with the tools and transparency to gain

22 |  Service Providers August 2021

the benefits of being public and distinguish themselves among their peers. Charting this course, we’ve witnessed the trajectory of small, mid-size, and large international companies, many of whom we are proud to see upgrade to OTCQX. Included among this prestigious roster are some 250 companies from Canada representing the region’s diverse geographies, thriving industries and robust sectors that include cannabis, life sciences and pharma, technology, natural resources, mining, metals, and energy. Cross-trading on the premium OTCQX market, these companies have provided investors with a transparent and efficient trading experience – earning their place in the US capital markets, all while providing investors the benefits of trading their securities on an efficient and cost-effective public market.

Our streamlined foreign disclosure standards, built on compliance with SEC Rule 12g3-2b, provide a global gateway for international companies to better inform and access US investors. Distributing financial data and streamlining disclosure helps global companies from over 24 countries increase visibility, expand trading access, and receive a fair valuation in the US public market. With a future that is online, data-driven, and social, we continue to see tangible results from those companies that choose the OTCQX market to complement their investor relations strategy. From increased demand for our video series and remote Market Opens, to the record number of Virtual Investor Conferences, companies remain connected with stakeholders across the globe – driving investor engagement to fuel shareholder growth. It goes without saying that it has been an immense privilege to become the market of choice for this esteemed group of 500 OTCQX companies. OTC Markets Group thanks our Canadian issuers for their continued support as we build upon this success and look forward to welcoming hundreds of new companies in the years to come.


Governance Service Providers

PubCo Reporting Solutions, Inc. is a one-stop accounting and regulatory reporting and compliance solutions service provider. We offer outsourced CFO and corporate secretary services combined with SEC and SEDAR regulatory filings. We specialize in financial statement and notes preparation, consolidations, derivative calculations, bookkeeping, minute book maintenance, Exchange filings and organization of board and shareholder meetings, SEDAR and SEDI filings, and EDGAR and XBRL filings. Our goal is to do the heavy financial and compliance lifting, so that you will be better able to focus and grow your core business!

Contact PubCo Reporting Solutions: 1 (844) 396-1415 info@pubcoreporting.com www.pubcoreporting.com

Wiklow Corporate Services is an outsourced corporate secretarial service. They are experts in keeping public companies in compliance with securities commission and stock exchange requirements. Since 1996, they have been helping companies in the resource, financial, technology and service sectors to keep up with the daily demands on public companies and to stay up-to-date on relevant issues, policies and working practices. They offer a broad range of corporate secretarial services on a cost-effective monthly contract or at an hourly rate on an as-needed basis.

Contact Wiklow Corporate Service: Donna Moroney (604) 696-4236 dmoroney@wiklow.com www.wiklow.com

Canadian Securities Exchange  | 23


FEATURE

The Future Look of Shareholder Communications is Already Here By Proactive Investors

R

ecently, we received a question about what we thought the shareholder communications landscape would look like 12 months from now. It’s a good question, and one that was a little surprising to not be hearing more often. We agreed that once society is given the green light to begin in-person interaction, there will be some initial hesitation followed by strong demand to travel, catch up with colleagues face-to-face, and just generally seek variety in our surroundings. But there will surely be lasting change from having spent well over a year limited to Zoom meetings and telephone calls, especially because many people in and around the small-cap stock realm have had their strongest years in ages. Necessity being the mother of invention, publicly listed companies have had to try new ways to reach out to existing and potential shareholders, and lo and behold, some of these new methods have proven to be very effective. Many people believe that there is no substitute for person-to-person interaction in the business world. So much of what it takes to negotiate deals, raise money, and simply to enjoy what we do for a living requires a meaningful

24 |  Service Providers August 2021

degree of trust and respect among the parties involved. Perhaps the most powerful thing we all have is the names in our mobile phone and the ability for our calls to be answered and taken seriously by influential people on the other end of the line. It’s difficult to build those relationships without spending personal time together. That having been said, the complete absence of commuting, flying, and all other time-consuming back and forth to make business appointments happen has freed us all up to spend more time focusing on operations. It might not be quite as fun overall, but there is far less dead time, as noted in many dozens of conversations over the past year. So, what’s new and what’s coming? Digital tools have evolved to the point that content standards are high and distribution is wide. A corporate communications team that utilizes digital tools effectively will find that it can connect with existing and potential shareholders quite personally with video interviews and other content, without having to deal with the luck of the draw that too often characterizes road shows and conferences. Perhaps the newest tool that companies are adopting for the first time is digital marketing. The power inherent in


the search, pay-per-click (PPC), and native advertisements we all encounter every day on the internet is immense. As one person noted to us recently, a well-run campaign will work away in the background, while executives who might otherwise be on the road are focused on the core mission of moving their particular business forward. Digital marketing requires little of their time and if done right, virtually guarantees results. This is all for the cost of a roadshow that

might be the best money ever spent, but could also end up being largely a waste of time and budget. The conclusion that makes the most sense is that there will be more of a balance in the world of corporate communications and cost-efficiency, as proven new tools retain their place within broadened communications strategies. We all still need to go on the road, but perhaps less frequently, particularly once the frothy market of today cools off and everything gets more challenging again, which means purse strings begin to tighten. It is probably not inaccurate to say that when someone has an investment idea in today’s world, fact-finding and other research activity begins online almost 100% of the time. A strong and well-branded presence, both from a corporate website perspective (obvious, but still ignored by too many companies), a concerted SEO effort, and ensuring that there are a variety of high-quality information sources easily available for investors wanting to follow or learn more about a company is essential. The internet is one big arena of competitors vying for attention. In the end, the lasting change to expect is that new balance. Go on road shows? Check. Attend conferences? Check. Make more, and more strategic, use of the increasingly effective digital tools available to today’s modern communications professional? Check that box too.

Small cap. Big reach. Proactive is the company which can intelligently connect businesses like yours to the investors you’re looking for. We are one of the fastest growing financial media portals in the world, used by over 6 million investors a year, providing breaking news, commentary and analysis on hundreds of listed companies and pre- IPO businesses around the globe, 24/7. Get in touch with our teams in Vancouver and Toronto – we’ll create a unique video for you that showcases your business, absolutely free, right now. Call: 604-688-8158

E-mail: peter@proactiveinvestors.com

www.proactiveinvestors.com

Canadian Securities Exchange  | 25


FEATURE

The Basics of Insider Trading What Do You Need to Know? By Segev LLP

Insider trading is a term commonly used in the capital markets space, but what exactly does it mean, and how do you identify an insider? This article will provide a simplified overview into insider trading, and the penalties for committing such an offence in British Columbia.

WHAT IS INSIDER TRADING? Insider trading occurs when a person who is in a “special relationship” with an Issuer (a listed company) buys or sells a security of that Issuer when in possession of material non-public information (MNPI). Because the information is not widely known and was acquired by virtue of the person’s special relationship with the Issuer, it gives them an unfair advantage, and therefore trading/selling securities with this knowledge, or sharing such MNPI, is against the law.

What is Considered “Material Information?” Material information includes, but is not limited to, any documents, data, facts or financials which, if disclosed to the public, would reasonably be expected to have a significant effect on the market price of the security. Material information also includes changes in an Issuer’s business, operations or capital that would be reasonably expected to have a significant effect on the market price of the security.

What is “Tipping?” In addition to the prohibitions on trading while in possession of material non-public information, people in a “special relationship” with an Issuer are also prohibited from disclosing material non-public information unless such information has been generally disclosed, or disclosing the information is necessary in the course of business of the Issuer. This kind of disclosure is called “tipping.” 26 |  Service Providers August 2021

Who is in a “Special Relationship” with an Issuer? Only those in a “special relationship” with an Issuer are captured by the insider trading and tipping rules. A person is deemed to be in a special relationship with an Issuer if: (a) they are an “insider” of the Issuer (a director, officer, or person holding more than 10% of the voting securities of the Issuer), or an insider of a company that is considering or proposing a significant transaction with the Issuer; (b) they have engaged in or are considering or proposing to engage in any business or professional activity with or on behalf of the Issuer or a company that is considering or proposing a significant transaction with the Issuer; (c) they have acquired material non-public information while in a special relationship described in (a) or (b) above with the Issuer; or (d) they have acquired material non-public information, having acquired that information from another person at a time when (i) that other person was in a special relationship described in (a), (b), or (c) above, and (ii) they knew or reasonably ought to have known that the person from which they acquired such information was in a special relationship with the Issuer. As a result of paragraph (d), a person does not need to be in a close relationship with an Issuer to be deemed to be in a “special relationship” with the Issuer. Paragraph (d) can create a “chain” of special relationships, where the insider trading and tipping rules can apply not only to MNPI received directly from insiders, but also to MNPI received from “tippees.” As a result, there is “a potentially infinite chain of tippees who are caught by the prohibitions against tipping and insider trading,” and “material may be third or fourth hand and still be subject to the prohibitions.”


Lawyers to some of the world’s most inventive and accomplished businesses. What are the Penalties for Insider Trading? If an insider commits an offence under the Securities Act (British Columbia), they can be held liable and a person may have a right of action against them. The penalties for insider trading are hefty, and those fined could be ordered to pay the equivalent of any profit made or loss avoided by all persons as a result of insider trading, tipping or recommending. Navigating the requirements and regulations can be daunting. Obtaining legal advice and representation is highly recommended if you are dealing with shares in any capacity, and are concerned about the implications of being in possession of MNPI. For more information on any of the above, or to connect with one of our experienced securities lawyers, feel free to contact us at 604-629-5400 or via e-mail at: inquiries@segev.ca

Out of the box clients need a firm that delivers out of the box thinking underpinned by high quality legal work.

That’s what we do.

Securtities Lawyers Mergers & acquisitions Securities compliance Go-public transactions Private & public corporate finance

Disclaimer

***The above article is provided for informational purposes only in the province of British Columbia and has not been tailored to your specific circumstances or location. This article does not constitute legal advice or other professional advice and may not be relied upon as such. ***

1-800-604-1312 inquiries@segev.ca • www.segev.ca

Canadian Securities Exchange  | 27


Media & Communications Service Providers

Shot on location and broadcast on national TV, BTV takes investors directly to companies! Now 18 years strong and Canada’s longest-running business show, BTV-Business Television, a weekly investor program, features emerging companies and top analysts across the US and Canada. With host Taylor Thoen, BTV goes on location, interviewing key executives and showcasing their businesses to give investors insight and help them grow their portfolios. BTV is broadcast internationally to millions on TV via BNN, US Biz Network and Air Canada and on top financial sites including Bloomberg, Yahoo Finance, TMX Money, BNN.ca, Reuters, Globe Investor, OTC Markets, The National Post, MarketWatch, Stockhouse.com, etc.

With offices strategically located on Wall Street, NYC (USA), and in Yaletown, Vancouver (Canada), Financial Buzz Media provides credible financial news PR for companies across North America. Through our proprietary newswire platform that includes newswire delivery, digital advertising, social media amplification, video production, broadcasting and financial publications, we are able to tell your company’s story to a targeted audience of same-sector investors, business professionals and financial professionals. Financial Buzz Media creates 100% unique original content.

Contact BTV: (604) 664-7401 ext. 5 info@b-tv.com www.b-tv.com

Contact Financial Buzz Media: (877) 601-1879 info@financialbuzz.com www.financialbuzzmedia.com

Market One is a marketing agency serving North America’s top publicly listed companies. The marketplace is saturated, and it is becoming even more difficult for a public company to stand out. With over 60 years of combined capital markets experience and a team of certified marketers, we specialize in making sure your story is heard. Developing Canada’s first “push” model of marketing for public companies, we’ve helped hundreds of public companies expand their awareness on broadcast TV, sponsored editorial content and digital marketing.

Proactive Investors provides public companies the broadest global reach of any news service focusing on the $1 billion and under market cap. We report on every news release, conference call, analyst note and other corporate development at the companies we work with via news desks in Canada, the United States, the United Kingdom and Australia. Not only do we turn achievements into written news, we also convey corporate messages through audio/video, plus investor forums in major cities. Our exceptional content attracts 2 million visitors to the Proactive Investors platform each month.

Contact Market One Media Group: 1 (604) 428-2125 info@marketone.ca www.marketone.ca

28 |  Service Providers August 2021

Contact Proactive Investors: (604) 688-8158 peter@proactiveinvestors.com www.proactiveinvestors.com


BE ALL TALK AND ACTION WITH ACCESSWIRE A kick-a** news and communications platform

We don’t play and neither should you! Up your PR game and effortlessly send your company’s press release to targeted stakeholders and financial markets. As one of the only flat-rate regulatory wire services around, now your company can experience premier news distribution services. Plus, we’re leading the way in social engagement, targeting and analytics.

No other outreach platform is as effective or cost efficient.

sales@accesswire.com accesswire.com US Toll Free: 888.952.4446


FEATURE

IS YOUR WEBSITE SECURE? WHY DOES IT MATTER? When it comes to building trust, security is a marketing essential By Sparx Publishing Group

Y

ou might be wondering: What does having a secure website have to do with marketing? The answer, in a word, is trust. When it comes to building relationships and making a good impression, few things matter more than trust. And with spam, malware, and cybercriminals lurking online, trust is an integral part of navigating the digital world, especially when users visit your website.

30 |  Service Providers August 2021

FIRST IMPRESSIONS MATTER Website security has become an increasingly important part of the user experience, regardless of what business you’re in. A website is often the digital home for your business, and likely the first thing a prospective customer is going to see. As such, it needs to be a building block, not a stumbling block. If users don’t trust your website, they may doubt your product or service. And, the more valuable the good or service that you provide is, the worse it looks to a user who has to hesitate to decide whether or not it is safe to proceed. That’s why having a secure website isn’t just nice to have – it’s non-negotiable. The first step is ensuring your website has a secure server connection, indicated by a padlock icon on many browsers. This should eliminate any warning messages flagging the site as unsecured, which, according to an article by Real Business, would have 64% of website visitors instantly hitting the back button. It’s also important to remember that negative emotions have a serious impact on how your brand is perceived. Research published in the Review of General Psychology found that “bad impressions and bad stereotypes are quicker to form and more resistant to disconfirmation than good ones.” So if visitors discover a website is unsecured, it makes a lasting negative impression. But if you establish trust from the very first moment they visit your website by taking steps to secure it, potential clients are far more likely to stay and explore your site and services.


WHY IS A SECURE WEBSITE IMPORTANT TO MARKETING? According to marketing legend Seth Godin, marketing exists to create an emotional impact: “Marketers make change. We change people from one emotional state to another.” At Sparx, our aim is to make people feel safe, happy, and delighted when they visit our website and the websites of our clients. What emotions do you hope to evoke with your own site? It’s an important question to consider. Because if your website security is an issue, it’s unlikely the end-user will be able to focus on anything else. But if there is trust, then users can focus on using your website to learn about your products, your brand story, and ultimately feel confident

“Marketers make change. We change people from one emotional state to another.”

referring their friends and loved ones to you. Building on that foundation of trust, you can also more easily inspire positive emotional change in your customer, and provide better user experiences, which is exactly why your marketing team (or you, if you’re on the marketing team) should prioritize securing your website.

TRUST CREATES CONNECTION Again, Godin says it best: “The only asset you can build on the Internet is the connection to people. Connection, the idea that someone knows you, trusts you, and works with you, is not new.” Providing excellent security lets website visitors browse with confidence and have trust in your company, which allows businesses to focus on providing a great experience. If you’re looking to build meaningful connections with your clients, trust in the digital world isn’t just a premium, it’s a prerequisite. The bottom line for owners and organizations who believe quality is an

important attribute of their business: caring enough to secure your website communicates that you care about your existing and potential customers.

LET SPARX HELP At Sparx, our mission is to create content to make the world better – and a more secure online world is definitely better. If you’d like to make your corner of the digital world a safer place to be by securing your website, the digital experts at Sparx Publishing Group are here to help. We can also help you create great content, build experiences to delight your customers, and market your business. Simply have questions? We’re happy to help with that, too. Find out more at sparxpg.com.

Canadian Securities Exchange  | 31



Words can spark change. Words can spark connection. Words are more than just content. Words can change the world.

Are you working to change the world? We can help tell your story. Contact us at: www.sparxpg.com


News Dissemination Service Providers

ACCESSWIRE is a premier news and communications network, providing regional, national and global news to hundreds of clients globally. In addition to our world-class and ever-growing distribution network, ACCESSWIRE is also leading the way in disclosure reporting, analytics and investor targeting. Because filings is one of our core services, we’ve got your company covered to complete your SEDAR, EDGAR or XBRL filing.

Trusted since 1997, Newsfile Corp. simplifies compliance for public companies and investment managers. Our culture of innovation has resulted in unique solutions for news release distribution, filings via EDGAR and SEDAR, XBRL, insider filings and financial printing.

Contact ACCESSWIRE: 1 (888) 952-4446 sales@accesswire.com www.accesswire.com

Contact Newsfile: (416) 806-1750 office@newsfilecorp.com www.newsfilecorp.com

TRANSFER AGENCY & REGISTRAR SERVICES

CORPORATE TRUST SERVICES

Maintain Shareholder Register Shareholder Meetings – Scrutineer Services Dividend and Interest Disbursing Agent

Trustee for Debenture Issues Depositary in M&A or Plan of Arrangement Cash Escrow Agent

34 |  Service Providers August 2021


platform id. NO BULL Issuer Direct delivers a communications and compliance platform with everything you need for one flat monthly fee. Platform id. stands alone for increasing efficiency and reducing costs. Big Data, real-time analytics, Artificial Intelligence all wrapped up into a cool dashboard we call platform id. There’s no other communications and compliance platform on the market with this number and caliber of features and services.

Get your id. today and create a free account issuerdirect.com/lp/get-started

Interested? Let’s talk. sales@issuerdirect.com issuerdirect.com US Toll-Free: 877.481.4014


Research & Intelligence Service Providers

Investorideas.com is a recognized news source publishing third-party news and press releases, plus we create original financial content. Learn about stock investing and sector trends from Investorideas.com with our news alerts, articles, podcasts and videos talking about cannabis, crypto, technology (including AI and IoT), mining, sports, biotech, water, renewable energy and more.

Contact Investorideas.com: 1 (800) 665-0411 dvanzant@investorideas.com www.investorideas.com

Investorideas.com’s original branded content includes the daily Crypto Corner podcast and newsletter; Play by Play sports and sports stock news column; Investor Ideas #Potcasts, #Cannabis News and Stocks on the Move podcast and column; Cleantech and Climate Change podcast; and AI Eye podcast and column covering developments in AI. Our podcasts can be heard on Spotify, iTunes, iHeartRadio, TuneIn, Google Play Music, Stitcher and all the other must-be-heard destinations.

MJobserver.com’s mission is to provide cannabis-industry stakeholders with the news, resources and information they need to make informed decisions.

Equity.Guru is a marketing and financial news information service dedicated to helping millennial investors find investment opportunities, while helping pubcos be exposed to a wider audience.

By providing original analysis as well as syndicated updates from the marijuana industry’s most trusted sources, MJobserver.com offers constant coverage on the cannabis industry, from Wall Street to Weed Street.

Although our content is promotional, we hold our client companies to a high standard, meaning our coverage is honest and seen by our audience to be more valuable than competitor content as a result. We have the highest contract-renewal rate in the business, because we’re trusted, high quality and picky.

Contact MJobserver.com: 1 (917) 633-7164 james@dailymarijuanaobserver.com www.mjobserver.com

Contact Equity Guru: 1 (778) 927-2485 info@equity.guru www.equity.guru

36 |  Service Providers August 2021


Going Public? Tired of Managing Warrants? Raising Capital?

Choose Marrelli Trust, your low-cost transfer agent solution. Contact Taylor Dignan at tdignan@marrellitrust.ca for information on services and pricing.

Canadian Securities Exchange  | 37


FEATURE

What Public Companies Need to Know About Securing D&O Insurance By Ferrari & Associates premiums. This, and the reduced number of underwriters available, disproportionately affects public companies, specifically public companies in lower cap, emerging sectors such as psychedelics, cannabis, and digital risks (crypto and blockchain).

WHAT WE HEAR FROM PUBLIC COMPANIES

R

eceiving just the expected or even unsatisfactory results when it comes to securing D&O insurance? Here’s how we have been delivering a better result. Directors and officers are an integral part of carrying out an organization’s vision. D&O insurance (directors and officers liability insurance) helps protect these key people from personal losses resulting from allegations and lawsuits that may happen while carrying out their appointed functions. However, obtaining D&O insurance can come with its own set of challenges.

ACCESS TO D&O INSURANCE Over the last 18 months, access to D&O insurance for public companies has become difficult and disproportionately expensive to the risk profile of the business. This is a result of the increased cost of litigation, which has been influenced by the growing pool of capital allocated litigation expenses being provided by litigation financing firms, as well as an uptick in certified class action lawsuits and CCAA, Chapter 11 filings. These factors have all contributed to the increased cost of insurance 38 |  Service Providers August 2021

Here are a few of the common issues public companies encounter around D&O insurance: “We are unable to cross-list onto a US Exchange, or access the US market through the OTC, as a result of the restrictions built within our current D&O policy.” “We cannot secure any level of coverage.” “We are only able to secure minimal levels of coverage, which are insufficient.” “The cost of insurance is not economically feasible for our business.” “We are having challenges raising a significant level of capital as a result of not having these board members, and the concern from the capital providers about the current state of our D&O coverage.”

CONSIDERATIONS TO HELP YOUR ORGANIZATION SECURE D&O INSURANCE Despite these numerous challenges, there is a solution available within the domestic and international insurance markets for D&O insurance. A novel

approach is required to package your business for the underwriters in a manner which aligns with their underwriting practices. This triggers their ability to invest underwriting capital into your business. Here are a few critical considerations which can help move your organization to the front of the underwriting pile: 1. Provide a presentation highlighting the historical operational success of your leadership and advisory teams, inside and outside of the industry you operate in. This helps de-risk the probability of operational failure. 2. Develop a detailed narrative around your ability to raise capital at various points of the business, and your strategic plan to create an efficient capital structure. 3. Tell your “revenue story” by describing your strategy to develop a sustainable revenue model. Be sure to include any exciting partnerships which will allow you to execute at a high level. This is your chance to get creative and display your grand vision.

To learn more about D&O insurance, or for a customized plan that meets your directors’ and officers’ liability needs, feel free to get in touch with the experienced brokers at Ferrari & Associates.


Public Company Insurance Brokerage Q1 2021 | $782,000,000 IN PUBLIC COMPANY MARKET CAP INSURED

SEGMENTS

RISK ADVISORY COMMITTEE SERVICES

•  International Operations – Cannabis, Psychedelics, Fintech, Blockchain, Mining, Healthcare, Biotech, Pharma

•  At the Board Level, enhancing the Risk Management Component of the enterprise, supporting shareholder and stakeholder confidence in Risk Adjusted Returns through operational excellence.

COVERAGE SECURED •  Directors and Officers Insurance, record pricing for Canadian issuers, Cyber liability, Products liability, Clinical Trails, General Liability, Product Recall, E&O, property

Ferrari and Associates Toronto

•  These appointment include Contract and Indemnity Review with all Partners, Vendors, Clients, Creation of Risk Management Protocols, Business Continuity Planning, On and Off Balance Sheet Risk Transfer Solutions. •  Actively providing connectivity within synergetic business, with a keen eye to supporting efficient capital structures, including access to appropriate capital providers.

James K. Asaad President & Vice Chairman

Direct: 416-886-5636 Email: Jasaad@ferrariinsurance.ca


Trust & Transfer Agency Service Providers

Market Access Service Providers

Capital Transfer Agency is a Canadian transfer agent and registrar, providing comprehensive transfer services to clients listed on the TSXV, CSE or NEX, as well as OTC, pre-IPO, private or capital pool companies. We are proud to be part of the Pacific Services Group, and through this affiliation, Capital is easily able to service issuers on both Canadian and American exchanges.

OTC Markets Group Inc. (OTCQX: OTCM) operates the OTCQX® Best Market, the OTCQB® Venture Market and the Pink® Open Market for 10,000 US and global securities. Through OTC Link® ATS, we connect a diverse network of broker-dealers that provide liquidity and execution services. We enable investors to easily trade through the broker of their choice and empower companies to improve the quality of information available for investors.

Registered with the Securities and Exchange Commission, and a member of The Securities Transfer Association (STAI) and STAC, we are dedicated to servicing the needs of domestic and international companies, both public and non-public. Contact Capital Transfer Agency: (416) 350-5007 smorrison@capitaltransferagency.com www.capitaltransferagency.com

Contact OTC Markets: cking@otcmarkets.com www.otcmarkets.com

TRANSFER AGENCY & REGISTRAR SERVICES

CORPORATE TRUST SERVICES

Maintain Shareholder Register Shareholder Meetings – Scrutineer Services Dividend and Interest Disbursing Agent

Trustee for Debenture Issues Depositary in M&A or Plan of Arrangement Cash Escrow Agent

T: 403-237-6111

40 |  Service Providers August 2021

www.alliancetrust.ca


Focused Drive

One-Stop Shop Convenience

At Capital Transfer Agency, we work with our clients to create cost-effective and innovative solutions with a boutique experience. As your transfer agent for U.S. and Canadian Securities, our customer first philosophy ensures you experience the personal touch of a small agency, with the big agency feel.

Creative Solutions

Top Client Service

Innovative

• • • • • •

CapitalTransferAgency.com | 416.350.5007

Full Transfer Agent & Registrar Services Corporate Secretarial Services Investor Relations Outsourced CFO & Bookkeeping SEDAR, SEDI & EDGAR Filings Option Plan Administration

Consider us today!

Follow us on social media:    

One-Stop Shop for All Your Communications and IR Needs in the Public Sector More than 139 Years of Collective IR & Capital Markets Experience

Corporate Communications

Stakeholder Engagement

Digital & Social Media

Investment Industry Outreach

Graphic Design & Branding

Cathy Hume, CEO | T: +1.416.868.1079 x 251 | E: cathy@chfir.com | www.chfcapital.com Canadian Securities Exchange  | 41