Aligning our Interests with our Clients

Ber Tov’s business model directly aligns its interests with those of its clients. One hundred percent of our operating revenue is derived from fees paid by our clients. Neither Ber Tov nor any person or company affiliated with Ber Tov receives any compensation from the issuer of the flow-through shares or the underwriter of the transaction.

We work with all the major investment dealers to find quality transactions for our clients. Our sole service objective is to advise our clients, and there is no competing interest to steer clients to a particular issuer, dealer or transaction.

In compliance with securities laws, Ber Tov is registered as an Exempt Market Dealer in each province in which it does business.

How We Are Different

Ber Tov’s Initiative transactions provide the tax benefits of flow-through shares without the long-term holding period, share price volatility and material risk of loss associated with the purchase of flow-through LP units or direct investments in flow-through shares.

Comparing Ber Tov’s Structured Strategies to Alternative FT Options

Tax Benefits Holding Period Volatility Risk of After-tax Loss Individually-tailored Transactions
BT Initiative Yes None – Immediate Liquidity None No risk of share-price decline Yes
Flow-Through LP Yes 18-24 months High Losses in 2 of the past 5 years No
Individual Direct FT Investment Yes 120 days High Material risk of loss Yes, but difficult for individual investor to access

Due Diligence

Before we advise a client regarding a transaction with a specific issuer of flow-through shares, we examine (i) the issuer’s financial position to assess its fiscal soundness and (ii) the transaction documents to ensure that the issuer’s legal obligations and our clients’ legal rights are accurately specified.

Our structured flow-through and charity flow-through transactions remove market risk (i.e., the risk that the client will be harmed by a falling share price). The major remaining risk is that the issuer fails to spend the funds raised in the offering on expenditures that are eligible for the flow-through tax benefits within the mandated time period. (Funds generally must be spent on eligible expenditures by December 31st of the calendar year following the year of the offering). In the event that the issuer fails to comply with its commitment to properly spend the funds, the related income tax benefits will be disallowed in whole or in part.

Accordingly, our due diligence focuses on the issuer’s financial soundness to ensure the issuer can successfully complete its committed exploration program without hardship. We also ensure that the transaction documents include an indemnity agreement whereby the issuer agrees to indemnify subscribers of the flow-through shares where the issuer’s actions result in a full or partial disallowance of the anticipated income tax benefits.

Should you have any questions about the issuer’s spending requirement or the steps we take in our due diligence review, please contact Howard Berglas, Avi Wachsman, or Steven Balsam.