Mountainview Capital

Capital Pool Company

We have assembled an experienced management team for our series of Capital Pool Companies with listings on the TSX Venture Exchange under the Capital Pool Company Program. Our current Capital Pool Company is Zidane Capital Corp., which was listed on the TSX Venture Exchange in May of 2011.

ABOUT THE CAPITAL POOL PROGRAM

The Capital Pool Company program offers an alternative to listing a company on the TSX Venture Exchange in lieu of completing an initial public offering and concurrent listing.

A Capital Pool Company (“CPC”) is a blind pool company, also known as a clean shell, which private companies may use as a vehicle to go public on the TSX Venture Exchange. The private company achieves its listing on the TSX Venture Exchange by completing a Qualifying Transaction, which constitutes a reverse takeover of the CPC.

The CPC’s sole purpose is to complete the Qualifying Transaction and there are certain restrictions on its use of funds. A Capital Pool Company may only use its funds to pay for the costs of completing the Qualifying Transaction and to maintain its listing on the TSX Venture Exchange.

PROCEDURAL STEPS

There are two steps involved in going public on the TSX Venture Exchange through the CPC Program. The first step is to create and list the CPC on the TSX Venture Exchange; and the second step is to complete the Qualifying Transaction.

Once an agreement has been reached between the CPC and the private company for a Qualifying Transaction the following items will be completed:

The private company prepares audited financial statements and a technical report (if applicable)

  • A Filing Statement, which is the disclosure document, is prepared
  • A formal transaction agreement is prepared and signed
  • The Filing Statement is cleared by the TSX Venture Exchange
  • A financing is closed
  • The Qualifying Transaction is closed
  • The stock resumes trading under the new name and symbol with new
    management and board of directors

The Securities Commissions are generally not involved in clearing the Filing Statement or the Qualifying Transaction and in many cases the Qualifying Transaction can be completed without the use of a sponsor or agent.

There are a few typical ways of structuring a Qualifying Transaction but however structured, the former shareholders of the private company will become the controlling shareholders of the CPC.

ADVANTAGE OF CAPITAL POOL COMPANY PROGRAM

The main advantage of the CPC program over a traditional initial public offering is that the CPC program allows the target company to better manage the timing and costs of going public. Effective management matters a great deal in realizing the advantages of going public using a CPC.

OUR ADVANTAGES

Our Capital Pool Companies are distinguished from other Capital Pool Companies by the following:

  • Extensive experience in taking companies public and completing Qualifying Transactions as principals and as legal counsel
  • Extensive experience in structuring and executing Qualifying Transactions successfully
  • Excellent network of brokerage firms and high-net-worth investors
  • Excellent relationship with the TSX Venture Exchange as principal and legal counsel on numerous going public transactions including Qualifying Transactions
  • Loyal shareholder base
  • Proven track record in executing transactions

If you are interested in completing a qualifying transaction with our Capital Pool Company, please contact:

Casper Bych at (604) 417-6375 or by email at casper@mvcap.ca