Ascenta Finance Corp. ("Ascenta") is registered as an Exempt Market Dealer ("EMD") in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario. Ascenta's primary business is to raise capital for both private and public companies.
Ascenta's core competencies lie in raising capital for emerging companies and assisting such companies to achieve their capital market and corporate development objectives.
As a securities registrant, Ascenta is obligated to make certain disclosures to its Investor Clients ("Clients") when Clients purchase securities through Ascenta or are referred to Issuers or other Dealers by Ascenta, leading to the purchase of securities. These disclosures are provided to Clients so that they may understand the nature of their relationship with Ascenta and are advised of significant matters regarding their trading and investment activities through Ascenta.
Ascenta is also required, under federal privacy legislation, to make Clients aware of the Firm's policy to ensure compliance with the requirements of the legislation.
I) Clients' Relationship with Ascenta and Ascenta's Obligations to its Clients
Ascenta acts as an intermediary broker for Issuer Clients and Investor Clients. However, Ascenta, its Dealing Representatives or its Staff may, on occasion, take an ownership interest in any financing that it facilitates other than the broker warrants that it receives as commission. For example, Ascenta may provide early stage financings to Issuer Clients, may provide the lead order on a financing or may, on occasion, take on a part of a financing to facilitate the transaction. Any such participation by Ascenta, its Dealing Representatives or Staff is always disclosed to the Clients at the time of a Client participates in an offering.
Ascenta may syndicate its offerings to other registered dealers who are either Exempt Market Dealers or Investment Dealers. Ascenta may also participate as a selling group member in syndications of other firms. Ascenta is obligated to ensure such referrals are suitable based on the financial and other information it has collected in Clients' New Account Application Form.
Ascenta does not purport to provide advice or guidance on its Clients' general financial needs or circumstances. Client accounts are opened solely for the purpose of transacting in issuer financings.
II) Fees and Costs Related to Client Investments
The agency or referral fees that Ascenta will earn for facilitating the distribution of securities are set out in the trade confirmations that are provided to Clients upon the purchase of securities. The trade confirmation describes other costs that may be charged, including legal and marketing costs.
The Issuer or Issuer's counsel will issue physical certificates to evidence a Client's ownership of the securities purchased. It is possible that a Client may also incur custodian and other related charges if the Client wishes to maintain these certificates in safekeeping. If securities are misplaced by the Client, additional charges may be incurred to obtain a replacement.
III) Transaction Reporting
Ascenta will provide its Clients with written confirmation of each order that has been referred to an Issuer or another Dealer. The confirmation will set out the purchase, price, volume, trade date and other significant details of the transaction. Ascenta will also provide Clients with a quarterly report summarizing each transaction the Client has undertaken within the relevant quarter.
IV) Investment Risks
The following is a summary of the risks of investing in junior equities. Please note that this list is not exhaustive. It has been provided to give Clients an indication of the factors that can affect the value of the securities purchased.
Security specific risk is the impact of events on an Issuer's profitability, future prospects and/or demand for its securities.
Inflation risk is the risk of a decline in the purchasing power of savings due to a general rise in prices.
Liquidity risk is the risk that the Client may not be able to sell its holdings on a timely basis and/or at a price near the current market price. The market for junior equities may be highly illiquid or non-existent.
Currency risk is the risk of a decline in the value of securities held in a foreign currency due to an appreciation in the value of the Canadian dollar. It also addresses the risk of a decline in the profits of a Canadian Issuer due to fluctuations in the value of currencies in which the Issuer transacts with customers or suppliers or currencies in which the Issuer holds foreign assets.
Equity risk is the general risk of investing in equity markets. The equity market will fluctuate based on a variety of factors including general economic and market conditions, interest rates, political developments, investor sentiment and changes within the company that issues the particular security.
Developing Market Investment Risk. Developing markets carry certain unique risks including poor market liquidity and transparency, volatile growth and political risk.
V) Impact of Leverage
Ascenta neither arranges for nor recommends that Clients borrow money to invest.
If the capital a Client proposes to invest in securities offered through Ascenta is partly or fully obtained from borrowed funds, this will increase the Client's investment risk. The Client will be personally responsible for any losses incurred on the borrowed funds. These amounts must be paid back to the lender from monies the Client has personally invested or from other sources.
VI) Disclosure of Conflicts
Ascenta is obligated to advise its Clients of any circumstances that may create an actual or potential conflict of interest between the economic interests of Ascenta and its Clients. The following is a list of potential conflicts that we have identified and steps we have taken to mitigate these.
• Ascenta will receive compensation for its brokerage or dealing activities. This remuneration will be fully disclosed in the applicable trade confirmation.
• Ascenta, its Dealing Representatives or Staff may participate with Clients in any subscription, may have been a participant in previous rounds of financing or may hold warrants on an Issuer that were earned on previous financings. Information on the economic interest of Ascenta, its Dealing Representatives or Staff in any relevant Issuer is available upon request by contacting the Firm's Chief Compliance Officer, whose contact information is provided below.
• Ascenta's Staff are allowed to operate accounts at other registered firms. Ascenta has adopted a personal trading policy that applies to all Staff. These policies are designed to reasonably prevent Staff from trading in advance of Investor Client orders or on the basis of material non-public information.
VII) Reporting Complaints
If a Client has any concerns that its dealings with Ascenta are not in accordance with securities law or that a Staff person is acting illegally or unethically, Ascenta would like to hear about that.
Complaints can be reported to Ascenta's Chief Compliance Officer.
Written communications may be directed to:
Chief Compliance Officer
Ascenta Finance Corp.
900 - 580 Hornby Street
Vancouver, BC V6C 3B6
E-mail communications may be sent to email@example.com
Ascenta will acknowledge each complaint in writing, investigate the matter and provide the Client with a written response.
Upon request, an independent dispute resolution service can also be made available to Clients, at Ascenta's expense, to mediate any dispute that may arise between a Client and Ascenta about a product or service of Ascenta.
VIII) Electronic Delivery of Documents
Please note that the delivery of trade confirmations and quarterly statements (if applicable) will be undertaken through electronic means. These documents will be converted to "PDF" electronic format and will be e-mailed to the address indicated on a Client's New Client Application Form, or other requested address.
To view these documents, Clients must have access to appropriate software and technology hardware. If a Client does not have access to such technology or does not wish to receive such information electronically, the Client may request, at no cost, a paper copy of any such documents by contacting the Chief Compliance Officer by regular mail or electronic mail at the address indicated under VII above.
THIS SECTION APPLIES TO INVESTOR CLIENTS THAT ARE INDIVIDUALS, NOT CORPORATE CLIENTS.
The Personal Information Protection and Electronic Documents Act (the Act) regulates the way private sector corporate and not-for-profit organizations collect, use and disclose personal information.
The Act's main objective is to ensure personal information collected from Clients is used for its stated purpose and to safeguard such information.
"Personal Information" is defined as information about an "identifiable individual." This includes such things as age, weight, height, medical records, income, education, home address and home phone number. It does not cover general contact information such as name, title, business address, business phone number, etc.
Ascenta recognizes the importance of privacy and recognizes the sensitivity of personal information received by it in the conduct of its business. This policy has been prepared with this objective in mind.
The Need for Personal Information
Ascenta has collected personal information from its Clients in order to be able to meet certain regulatory requirements and to help evaluate the suitability of investments made by Clients. This information will necessarily include personal information about Ascenta's Clients and about certain individuals other than Ascenta's Clients (e.g. persons with trading authority over the account).
Collection, Use and Disclosure of Personal Information
Where practical, Ascenta will try to collect personal information directly from the person to whom the information pertains. Where necessary, Ascenta will collect personal information from other sources. Ascenta will collect only the personal information necessary for the purposes stated in the previous paragraph.
The Act provides that an individual is deemed to consent to the collection, use or disclosure of personal information about that individual for a particular purpose if the individual voluntarily provides the information for that purpose and it is reasonable that a person would voluntarily provide that information.
By subscribing for shares in Issuer Clients of Ascenta, Ascenta considers that account holders have consented to the collection, use or disclosure of the individual's personal information, as necessary, to properly represent the individual in these financial and investment matters.
Where necessary to fulfil Ascenta's obligations to its Clients, it is our policy to collect personal information about individuals other than our Clients in accordance with the provisions of the Act.
When Ascenta collects personal information about individuals directly from them, except in situations when the consent to the collection is deemed, Ascenta will tell them the purpose for which the information is collected and the name of a person who can answer questions about the collection.
Obtaining consent from the individual after disclosure of the purpose to which the personal information is collected, used and disclosed is a key element of the Act. However, this obligation is not absolute. The Act also permits Ascenta to collect, use or disclose personal information about an individual in some circumstances without the individual's consent. Such circumstances include (but are not limited) to:
• The collection, use or disclosure is clearly in the interests of the individual and consent cannot be obtained in a timely way;
• Collection, use, or disclosure is reasonable for the purposes of an investigation or proceeding;
• The personal information is available to the public from a prescribed source; or
• The collection, use or disclosure is required or authorized by a Federal or Provincial statute or regulation.
When Ascenta collects, uses or discloses personal information, it will make reasonable efforts to ensure that the personal information is accurate and complete. The Act also allows Ascenta, for legal or business purposes, to retain personal information for as long as is reasonable but also imposes obligations upon Ascenta to ensure that procedures are in place to destroy the personal information when it is no longer required.
Security of Personal Information
Ascenta recognizes its professional and legal obligations to protect the confidential information of our Clients. Ascenta also recognizes its legal obligations to protect the personal information we have gathered about Clients and about other individuals during the course of our business.
Ascenta has made arrangements to secure against the unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction of personal information.
Requests for Access to Personal Information
Pursuant to the Act, an individual may submit a written request to Ascenta to provide them with:
• A record of their personal information under Ascenta's custody or control;
• Information about the purposes for which their personal information under Ascenta's custody or control has been and is being used by Ascenta; and
• The names of persons to whom and the circumstances in which their personal information has been and is being disclosed by Ascenta.
Ascenta will respond to requests in the time allowed under the Act and will make a reasonable effort to assist applicants and to respond as accurately and completely as reasonably possible. Requests may be subject to certain fees and disbursements in accordance with the provisions the Act.
An individual's ability to access his or her personal information under Ascenta's control is not absolute. The Act provides that Ascenta must not disclose personal information where:
• The disclosure could reasonably be expected to threaten the safety or physical or mental health of an individual other than the individual who made the request;
• The disclosure would reveal personal information about another individual and consent is not obtained; or
• The disclosure would reveal the identity of an individual who has in confidence provided Ascenta with an opinion about another individual and the individual providing the opinion does not consent to the disclosure of his or her identity.
The Act further provides that Ascenta may choose not to disclose personal information where:
• The personal information is protected by any legal privilege;
• The disclosure of the information would reveal confidential commercial information and it is not unreasonable to withhold that information;
• The personal information was collected by Ascenta for an investigation or legal proceeding;
• The disclosure of the personal information might result in similar information no longer being provided to Ascenta when it is reasonable that it would be provided;
• The personal information was collected or created by a mediator or arbitrator in the conduct of a mediation or arbitration for which he or she was appointed to act under an agreement, under an enactment or by a court; or
• The personal information relates to or may be used in the exercise of prosecutorial discretion.
The above examples are not exhaustive and Clients are encouraged to examine the provisions of the Act for a complete list.
Requests for Correction of Personal Information
An individual may also submit a written request to Ascenta to correct errors or omissions in the personal information of the individual that is in Ascenta's custody or control. When provided with a written request, Ascenta will:
• Correct the personal information and, if reasonable to do so, send correction notifications to any other organizations to whom the incorrect information was disclosed; or
• Decide not to correct the personal information but annotate the personal information that a correction was requested but not made.
Contacting or Communicating With Ascenta
If a Client has any questions with respect to Ascenta's policies concerning the handling of personal information or if a Client wishes to request access to or correct their personal information under Ascenta's care and control, please contact Ascenta's Privacy Officer at:
Chief Compliance Officer
Ascenta Finance Corp.
900 - 580 Hornby Street
Vancouver, BC V6C 3B6
E-mail communications may be sent to firstname.lastname@example.org
If a Client is dissatisfied with Ascenta's handling of their personal information, we invite the Client to contact Ascenta's Privacy Officer in writing, setting out the reasons for the concern. If the Client remains dissatisfied after the Privacy Officer has reviewed and responded to their concern, the Client may wish to contact the Office of the Information and Privacy Commissioner.
We also encourage Clients to obtain a complete copy of the Act to further determine the rights and obligations contained within that legislation and to obtain independent legal advice if considered necessary.
Click here for contact information for the Officer of the Privacy Commissioner and a copy of the Act.