EMAIL DISCLOSURE

This e-mail and any files transmitted with it may contain information that is privileged, proprietary, confidential

and exempt from disclosure under applicable laws. If you are not the intended recipient or have received this e-mail

in error, please notify the sender and delete it from your system. You are notified that disclosing, copying,

distributing or taking any action in reliance on the contents of this e-mail is strictly prohibited. Due to the security

risks involved in sending information over the internet, M Partners Inc. cannot be held responsible for ensuring the

confidentiality and integrity of the e-mail message above. Such e-mail cannot be guaranteed to be secure or error-free

and may contain viruses. M Partners Inc. does not accept any RETAIL orders via e-mail or any electronic means

and will not execute any such instructions. Should your instructions be of a time sensitive nature please contact your

Investment Advisor directly by telephone.

BEST EXECUTION TRADE DISCLOSURE

Canadian and U.S. rules and regulations allow a security to trade on more than one marketplace (Exchange, ECN or ATS). Since different markets may have varying rules and features, M Partners has taken the necessary steps to ensure client orders are handled in the most efficient manner including the use of technology to automate the decision-making process for routing orders to marketplaces ensuring best execution for client orders.

M Partners considers a number of different factors when setting the Smart Order Routing Rule (SOR) strategies for Canadian executions – price, speed of execution, certainty of execution, and the overall cost of the transaction. M Partners defers to its U.S. Broker’s SOR strategies in order to comply with RegNMS.

The following provides important information on equity trade execution for publicly listed securities for clients of M Partners. Please read carefully and keep a copy for your records.

1. Hours of trading in publicly listed securities are between the hours of 9:30 a.m. and 4:00 p.m., Eastern Standard Time (“EST”), Monday through Friday, not including statutory holidays.

2. Default Marketplace: M Partners defines a default marketplace as the marketplace where a client order has the greatest likelihood of receiving the best price on execution and does not include consideration of commissions or execution costs.

3. Orders received prior to the market open: Orders will be entered in to the pre-opening session of the default marketplace and will not be routed to an alternative marketplace unless otherwise directed by a client of the firm.

4. Pre-opening orders, if tradable, will receive the opening price of the default market. Requests to change or cancel orders received between 9:28 a.m. and the opening of the security will be done on a best efforts basis.

5. Orders received after the close of a default marketplace: Orders will be entered the next business day to the pre-opening of the default marketplace unless otherwise stipulated by a client. Orders received after the close of the default market and routed to an alternate market pursuant to client instruction will be deemed to have expired at the close of the trading session in which they have been entered unless otherwise stipulated by the client.

6. Pre-market and after-hours trading facilities are available in limited situations. Investors should contact their Investment Advisor for further details.

7. Order treatment and routing:   Orders are valid for trading in the normal continuous auction session between the hours of 9:30 a.m. and 4:00 p.m. EST. Existing orders may, in certain circumstances, participate in Market On Close facilities and/or after hours trading sessions and/or other similar facilities offered by other marketplaces subsequent to the close of the continuous auction session if not cancelled by the client.

8. Orders received after the open of the default marketplace, will be routed to a marketplace with the best price and/or historical liquidity and where M Partners believes an order has the greatest possibility of best execution. After the default marketplace has opened for continuous trading, M Partners makes use of order routing technologies to seek the best potential execution for a client order. Unfilled orders will expire at the close of the marketplace where the order is last routed.

9. ATSs and Dark Pools: ATSs provide automated trading systems which bring together orders from buyers and sellers of securities. Unlike exchanges, ATSs do not list securities and may only trade securities which are listed on other marketplaces. Dark Pools are ATSs which do not display orders prior to execution.

10. Dark Orders and Order Protection: "Dark orders" are orders that are not visible to any participant or to the marketplace in general. Dark orders may be placed on Dark Pools or on certain exchanges and visible ATSs that offer dark orders on their trading venues. In Canada, dark trades must be priced a full trading increment better than the National Best Bid and Offer (NBBO) or at midpoint in cases when the NBBO is one increment wide. Visible orders on a protected marketplace cannot be "traded through", that is they must be filled ahead of worse-priced orders resting on other marketplaces. Dark pools and dark orders resting on visible marketplaces are not protected and may be traded through.

OTC orders are guaranteed fair pricing through multiple, independent price sourcing. Updated March 2021.

CONFLICT OF INTEREST DISCLOSURE

 

In the case of an existing or potential conflict of interest, M Partners Inc. will:

 

  • Inform our clients with the nature and extent of the conflict of Interests

  • Disclose the potential impact and risk that the conflict of interest may pose to our clients

  • Share with our clients how the conflict will be or has been addressed in clients' best interest.

 

 

M Partners Inc. earns compensation by selling products and services to you for which you pay M Partners Inc.

Prior to a transaction, M Partners Inc. will disclose fees, commissions, and other compensation so you know what you will be paying. All clients receive the current fee schedule of service and administration fees. Clients are provided advance notice prior to any changes to fees noted in the fee schedule.

 

M Partners Inc. offers different products and services with different levels of compensation. Clients are provided pre-trade disclosure of commissions and fees prior to executing a transaction. Commissions charged are disclosed in the trade confirmation. Commissions and fees are a factor taken into consideration by your Investment Advisor in advising securities in your best interests. Clients and their Investment Advisors may negotiate commission terms depending on the level of trading activity. M Partners Inc. has supervision systems in place to detect any unnecessary transactions such as churning. M Partners Inc. is obligated by industry regulations to ensure that investment recommendations are suitable and in your best interest.

 

M Partners Inc. would like you to use more of our products and services. M Partners Inc. has policies and procedures prohibiting recommendations solely for the purpose of generating revenue without any benefit to you. M Partners Inc. has compliance programs to monitor investment Advisors to help identify and address concerns. M Partners Inc. does not engage in "tied selling" where the purchase of one service is conditional on buying another, a practice that is prohibited by regulation.

 

M Partners Inc. may receive compensation from securities issuers and other third parties based on their products M Partners Inc. sells to you, such as "trailer fees" on mutual funds and commissions and "trailer fees" on segregated funds.

M Partners Inc. discloses to you the situations and type of third-party compensation it may receive. Securities regulations require issuers to provide specific disclosure in the offering document (e.g., prospectus) of such arrangements and the compensation the issuer will receive. M Partners Inc. is obligated by industry regulations to ensure that investment recommendations are suitable and in your best interest.

 

M Partners Inc. is compensated in other ways because of the business you may do with it, including interest spreads on uninvested cash deposits with M Partners Inc. and foreign exchange spreads when you convert currencies.

Various forms of other compensation that M Partners Inc. may receive are disclosed to clients upon request.

 

M Partners may trade securities of companies that are related or connected to it.

M Partners Inc., its officers, directors, or representatives have relationships with the following issuers:

  • Urbanfund Corporation

  • Rivalry Inc.

  • GG Corp.

  • Tembo Financial Inc.

  • New Skew

 

The following are activities M Partners Inc. may engage in, in respect of the securities of its related issuers or the distribution of securities of its connected issuers:

  • act as an adviser, underwriter or selling group member in the distribution of such securities

  • trade in such securities with or on behalf of customers of M Partners Inc.

  • purchase such shares from or on behalf of customers of M Partners Inc.

  • make recommendations in respect of such securities

Prior to making any recommendations your Advisor will disclose any conflict of interest that this may create. Your Advisor will ascertain that the investment recommended is suitable, fits your financial capacity, investment experience, understanding of risk and is in your best interest. M Partners Advisors receive the same commission compensation payout as a percentage of gross revenue regardless of the product originator.

 

M Partners Inc. may need to select which clients will be offered certain securities if availability is limited. Trade allocations are determined by M Partners lnc. Trade Allocation Policy that can be found on our website.

 

M Partners Inc. are paid by issuers of securities when it advises on or underwrites a new issue which may be recommended to you. M Partners Inc. has structurally segregated its institutional corporate finance and retail advisory businesses, which prevents the sharing of non-public information by its institutional corporate finance business with our retail advisory businesses. The offering documents that clients receive provide full disclosure of all relationships M Partners Inc. may have with the issuer and the underwriting or advisory fees M Partners inc. is being paid. M Partners Inc. is obligated to ensure that all investment recommendations, including purchase of new issues are in the best interest of its clients.

 

When M Partners Inc. advises on or underwrites a new issue, it is acting for the issuer that wants to obtain the highest price while recommending the investment to purchasers who are interested in obtaining the lowest price. M Partners Inc. operates our corporate finance and retail advisory businesses separately and all relationships and other material facts about its relationship with the issuer are described in the offering documents.

 

As a result of business relationships with issuers of securities, M Partners Inc. may know confidential information that cannot disclose to you when an Advisor recommends the securities to you, even if that information might lead to not recommending buying the securities.

M Partners Inc. operates its corporate finance and retail advisory business separately so that such information is tightly

controlled and not shared by corporate finance with the retail advisory businesses. Internal information barriers are designed to ensure regulatory requirements are complied with and retail advisory employees do not have access to any non- public information that may be available to the corporate finance business.

 

M Partners Inc. may have access to commercially sensitive or inside information. M Partners Inc. may decline to provide a service to avoid insider trading provision in securities legislation. M Partners Inc. has specific procedures for responding to conflicts of interests that involve inside information and for complying with insider trading provisions.

 

Relationships with issuers of a security may mean that M Partners Inc. directly benefits from you buying the issuer’s securities, such as when the issuer is using the funds to repay or secure a loan to M Partners Inc. Confidential information that cannot be publicly disclosed is protected through internal information barriers so that it is not shared and does not influence any retail advisory activities.

 

M Partners Inc. provides investment research on securities of companies that may have other business relationships with it.

Research and recommendations are subject to extensive and detailed regulatory requirements and internal standards.

M Partners Inc. research reports disclose all pertinent information regarding its own and its business analysts' relationship with the issuer. M Partners Inc has policies and procedures to address conflicts of interest faced by its research department and analysts. Research is disseminated to clients and firm employees at the same time. Personal trading by Research Analysts is subject to review and pre-approval and employees are restricted from trading for 24hrs after the publication of a note. M Partners Inc. does not pay any bonus or salary or any other form of compensation to Research Analysts based on any corporate finance activities.

 

Your Advisor or representative may make permitted personal investments. Personal trading by your Advisor is subject to supervision by the firm. Your advisor must declare and have approved any private investments in companies that manufacture investment products. If such personal investments have been approved, your Advisor will provide you with proper disclosure.

 

M Partners Inc. may permit certain individuals who are registered with it (including your investment Advisor or account representative) to be employed by, participate in or accept compensation from other persons or firms outside the scope of his/her relationship with M Partners Inc. All Outside Business Activities ("OBA") are subject to industry and regulatory requirements intended to minimize the potential for conflicts of interest. All OBAs are subject to review and approval of the Chief Compliance Officer. M Partners Inc. has adopted internal policies and procedures that supplement the regulatory requirements, including policies on privacy and confidentiality of information. Securities legislation prohibits an individual from serving as a director of another registered firm that is not an affiliate of M Partners Inc. When an advisor or representative sits on a board of directors of a charity or undertakes other community activities in any substantive way, they are subject to regulatory guidance on the disclosure and approval of Outside Business Activities (OBA).

 

M Partners Inc. and its employees may periodically receive from and give gifts and entertainment to third parties.

M Partners Inc. has a policy in place prohibiting the giving and receiving of gifts and entertainment with a value exceeding

$100 CAD.