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CPAstore - Canadian Corporate Finance Manual (CCFM)

Copyright

Notice to Readers

Letter to Subscribers

Introduction

The Authors

Editorial: Advisory Board

Contributing Authors

Acknowledgements

Users' Guide

Part A Breaking Through the Financing Barriers

Part B Exploring Your Financing Options

Part C Preparing a Winning Financing Proposal

Part D Successfully Dealing With Issues

Part E Restructuring and Insolvency

Part F Special Circumstances

Part G Unique Industries

Chapter 37 Agriculture

37.1 Introduction

37.2 Farm Credit Canada

37.2.1 Program Description

37.2.2 Lending Products

37.2.2.1 Closed Variable Mortgage

37.2.2.2 Open Variable Mortgage

37.2.2.3 Flexi-Farm Loan

37.2.2.4 Performer Loan

37.2.2.5 Personal Property Loan

37.2.2.6 Real Property Loans

37.2.2.7 Start Now — Pay Later

37.2.2.8 Construction Loan

37.2.2.9 Flexi-Loan

37.2.2.10 Enviro-Loan

37.2.2.11 Equipment Leasing

37.2.2.12 Spring Break Loan

37.2.2.13 1-2-3 Grow Loan

37.2.2.14 Young Farmer Loan

37.2.2.15 Cash Flow Optimizer Loan

37.2.2.16 Transition Loan

37.2.2.17 Farm Credit Canada Ventures

37.2.2.18 How to Obtain Services

37.3 Avrio Capital

37.4 Canadian Farm Business Management Council

37.4.1 Farm Management Canada's Agricultural Accounting Standardization Committee

37.4.2 Model Financial Statements

37.4.2.1 Past Studies

37.4.2.2 How Standardization Will Benefit Agri-Industry

37.4.2.3 The Model Financial Statement Publications

37.4.3 Farm Management Canada Information Products

37.5 Farm Debt Mediation Service and Farm Consultation Service

37.5.1 The Farm Debt Mediation Service: Program Description

37.5.1.1 Who is Eligible?

37.5.2 The Farm Consultation Service

37.6 Agriculture Financial Services Corporation

Chapter 38 Marine Vessels

38.1 Types of Financing for Marine Vessels

38.2 Typical Information to Be Provided for Financing

38.3 Security in Canada over Marine Vessels

38.3.1 Overview of Documentation Systems: Canada Shipping Act

38.3.2 Registration of a Watercraft

38.3.3 Mortgage of a Registered Watercraft

38.3.4 Mortgage of an Unregistered Vessel

38.3.5 Security of a Fishing Vessel

38.3.6 Steps in Considering Marine Security

Chapter 39 Mining

39.1 Mining Companies

39.2 Recent Environment in Mining

39.2.1 Summary of Recent Status of Mining

39.3 Development of Mining Companies

39.4 Farm-Out Financing for Exploration Expenditures

39.5 Exploratory Drilling

39.6 Conventional Investment Programs

39.7 Equity Financing

39.7.1 Initial Public Offering

39.7.2 Public Offering of Shares

39.7.3 Offering of Special Warrants

39.7.4 Rights Offering to Shareholders

39.7.5 Convertible Debentures

39.7.6 Private Placement of Shares

39.8 Debt Financing

39.9 Financing with Off-Take Agreements

39.10 Commodity Streaming to Raise Capital

39.11 Commodity Secured Notes

39.12 Financial Disclosure Issues for Mining Companies

39.12.1 Management Discussion and Analysis

39.12.2 National Instruments 43-101 Technical Reports

39.12.3 CSA Staff Notice 51-344 Continuous Disclosure

39.13 Mineral Exploration Tax Credit Program

39.14 Canadian Mining Company Disclosure of Payments to Governments

39.15 Securities and Exchange Commission Rules Related to Payments by Mining Companies

39.16 Corporate Social Responsibility Counsellor

39.17 Analysis of Mining Data

Chapter 40 Oil, Gas and Energy

40.1 Development of Oil and Gas Companies

40.2 Canadian Oil and Gas Industry

40.3 Land Acquisition

40.4 Development Drilling

40.5 Exploratory Drilling

40.6 Investment Programs

Canadian Exploration Expenses

40.7 Debt Financing

40.8 Equity Financing

40.9 Mineral Exploration Tax Credit Program

40.10 The Canada-China Foreign Investment Promotion and Protection Agreement

40.10.1 The Canada-China Trade Relationship and the Energy Sector

40.10.2 Highlights of the Canada-China FIPA

40.10.2.1 Security Against Expropriation and Discriminatory Treatment

40.10.2.2 Exceptions in the Canada-China FIPA

40.10.2.3 Expiry and Termination

40.10.3 Conclusion

40.11 Canadian Oil and Gas Company Disclosure of Payments to Governments

40.12 Securities Exchange Commission Rules Related to Payments by Oil, Natural Gas and Mining Companies

40.13 Newfoundland and Labrador's Generic Offshore Royalty Regime

40.14 Oil and Gas Operators' Liens

40.15 Significant Considerations in Drafting Oil and Gas Agreements

40.15.1 Substantial Concepts

40.15.1.1 Avoiding Unintended Contracts

40.15.1.2 Time Is of the Essence

40.15.1.3 Will, Not Shall

40.15.2 Procedural Concepts

40.15.2.1 Time Check

40.15.2.2 Drafting Conventions

40.15.2.3 Numbers, Amounts and Currencies

40.15.2.4 Conclusion Check

Chapter 41 Real Estate Development and Construction

41.1 Introduction

41.1.1 Land Development Versus Construction

41.2 A Historical Perspective

41.3 The Major Risk Categories

41.3.1 Management Risk

41.3.2 Sponsor Risk

41.3.3 Market Risks

41.3.4 Construction Risk

41.4 Types of Financing

41.4.1 Land Development

41.4.2 Freehold Single Family House Construction

41.4.2.1 Lender's Approach to Financing Building on Builder Owned Fully Serviced Land

41.4.2.2 Lender's Approach to Financing Construction on Developer Owned / Serviced Land

41.4.3 Residential and Other Condominium Construction

41.4.3.1 Lender's Approach to Financing Condominium Development

41.4.4 Commercial Revenue Properties

41.4.4.1 Lender's Approach to Financing Industrial Commercial Investment Projects

41.4.5 Hotel Projects

41.4.5.1 Lender's Approach to Financing Hotel Projects

41.5 Sources of Funding

41.6 Common Ownership Structures in Real Estate Development

41.6.1 Bare Trustee Companies

41.6.2 Co-Tenancies / Joint Ventures

41.6.3 General Partnerships

41.6.4 Limited Partnerships

41.6.5 Public Companies and Real Estate Investment Trusts

41.7 Pricing Considerations and Choosing a Lender

41.7.1 Lender Pricing Approaches

41.7.2 Special Fees in Real Estate Lending

41.7.3 Choosing the Right Lender

41.7.4 Submitting a Residential Construction Loan Application

41.7.4.1 Checklist for a Construction Loan Application

41.8 Credit Structure and the Discussion Paper

41.8.1 Negotiating the Commitment

Chapter 42 Technology

42.1 Overview of Technology Financing

42.2 Stages of Development of a Technology Company

42.3 Move to the Early Growth Stage

42.4 Assistance and Financing for Technology

42.4.1 Sustainable Development Technology Canada

42.4.2 Centres of Excellence for Commercialization and Research

42.4.3 CanadaCleantech Alliance

42.4.4 Fundingportal

42.4.5 The Canadian Financing Forum

42.4.6 Incubation Centres

42.4.7 Other Relevant Chapters

Part H Overview of International Financing

Part I Legal Matters

Part J Tools for Dealing with Finance

Appendix I Historical Evolution of Finance

Appendix II Economic Forecast: North American Outlook

Appendix III Glossary

Appendix IV Acronyms

Appendix V Case Studies

Appendix VI Credit Rating Systems and Agencies

Appendix VII Standard Industrial Classification (NAICS)

Appendix VIII Consumer Price Index

Appendix IX ISO 9000

Appendix X Leading Legal Cases

Appendix XI Sharwood Report

Bibliography


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