Legal

Elm Capital Associates Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom.

Elm Capital USA Limited is an SEC registered broker-dealer under the Securities and Exchange Act of 1934 and a member of FINRA and SIPC.

Elm Capital EU Unipessoal LDA is registered in Portugal as a tied agent to Carne Global Financial Services (Europe) Empresa de Investimento S A, an investment firm authorised under MiFID II and supervised by CMVM.

Elm Capital Associates Limited relies on the international dealer exemption pursuant to sections 8.18 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in Alberta, British Columbia, Ontario and Quebec.

Please note that: (i) Elm Capital Associates Limited is not registered in the local jurisdiction; (ii) our principal place of business is located in London, United Kingdom and (iii) all of our assets are situated outside of Canada.

The name and address of the agent for service of process of the Firm is:

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West

Toronto, ON M5V 3J7

T 416.863.0900

Elm Capital Associates Limited, Elm Capital USA Limited and Elm Capital EU Unipessoal LDA are referred to collectively as Elm Capital.

General

Terms: By using this website, you are accepting the practices and consenting to the terms below. If you do not consent to all of the terms below, then you should immediately discontinue your use of and access to this website.

Trademarks: The trademarks, logos and service marks used on this website are registered trademarks of Elm Capital. Nothing on this website shall be interpreted as granting any licence or right to use any image, trademark, logo or service mark on this website. Elm Capital reserves all rights with respect to copyright and trademark ownership of all material on this website and will enforce such rights to the full extent by permissible by law.

Links: Elm Capital may link to third-party websites, and third-party websites may link to this website. Links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, endorsement, approval, verification or monitoring by Elm Capital of any information contained in any third-party website. Elm Capital is not responsible for the content of any site linked or linking to this site. By linking to any off-site pages or other sites you do so at your own risk.

Equal Employment: Elm Capital is committed to the principles of equal employment opportunity and does not discriminate against any employee or applicant for employment because of race, colour, religion, gender, national origin, veteran status, disability, age, citizenship, marital status, sexual orientation or because of any other criteria prohibited under controlling federal, state or local law.

Notices and disclaimers

This website does not constitute an offer or solicitation to buy or sell securities, a recommendation, or advice.

Customer identification program

Elm Capital, as an authorised and registered financial services provider, must comply with applicable anti-money laundering rules and regulations when acting as advisor to, or placement agent for, its clientele. We therefore reserve the right to request identity information and documentation necessary to verify identity.

We will request from clients and investors: a taxpayer or other official ID number, full legal name, physical address and date of birth (when applicable). To verify identity, we may request corporate formation documents, a government-issued photo ID, and/or other documentation. We may use non-documentary sources to verify identity, including reliable public sources and/or third party data providers. In addition, whether optionally or as mandated by authorities, we may request, obtain and verify comparable information for any natural person authorised to do business on our clients’ or investors’ behalf or who is a beneficial owner or control person of clients that are “legal entity customers” under applicable rules.

Our business with you may be restricted or prohibited if we cannot obtain and verify requested information.

Should you have any question with respect to this notice please do not hesitate to contact us at compliance@elmcapital.com.

Conflicts

Elm Capital has implemented a number of procedures and controls to detect conflict situations as they arise. Once conflicts have been identified, further procedures and controls monitor the effectiveness of the management arrangements of such conflicts.

Where a potential conflict is identified, Elm Capital seeks to organise its business activities in a manner that prevents the crystalisation of the conflict. This will include the appropriate segregation of functions and business lines such that a level of independence may be achieved and may involve, inter alia:

- - Information barriers to prevent or control the exchange of information between employees engaged in activities involving a risk of conflict of interest where the exchange of that information may harm the interests of one or more clients.
  - Functional independence and separate supervision of relevant employees whose main functions involve carrying out activities or providing services for clients whose interests may conflict, or otherwise represent interests that may conflict.
  - A review of remuneration arrangements where these might give rise to conflicts of interest in relation to the activities or services provided by the relevant employees.
  - Reassignment of employees to prevent or control the simultaneous or sequential involvement of relevant employees in separate services or activities where such involvement may impair the proper management of conflicts of interest.
  - Policies and procedures covering Inducements, PA dealing and external interests.

However, it is accepted that, despite the implementation of all appropriate controls to prevent the occurrence, the complete avoidance of all conflicts may not be feasible in a commercial environment.

Where conflicts are unavoidable, Elm Capital takes appropriate measures to mitigate and manage such conflicts in a manner that seeks to ensure that it and its Personnel are not advantaged and that no client is adversely effected. Our clients’ best interests remain paramount.

Gifts and inducements

Elm Capital is subject to anti-corruption and bribery rules including the UK Bribery Act and the US Foreign Corrupt Practices Act. Any gift, hospitality, fee or other benefit that we offer or are offered will be considered in accordance with best practice relating to anti-bribery and corruption. This relates to fees and benefits to and from clients as well as third parties.

We are also subject to rules on inducements, which apply to any fee or other benefit that we receive from or provide to a third party in relation to regulated activities that we perform.

We will only offer or accept third party fees or benefits where it is necessary to do so for conducting regulated business or where we consider that it would enhance the service that we provide to our client(s) and does not affect our ability always to act in the best interest of our client(s).

Complaints

Upon receiving a complaint, we will provide prompt written acknowledgement that the complaint has been received and is being investigated. If the complaint was made verbally, we will confirm our understanding of the complaint in the acknowledgement.

During our investigation we will thoroughly review all relevant records and speak objectively with any relevant parties involved in the matter. We will keep complainants regularly informed of our progress and of the measures we are taking to resolve the complaint. We will further endeavour to handle the complaint independently and impartially and communicate in a clear and fair manner at all times. We may enlist the assistance of third party (compliance) consultants/legal advisors during this part of the process.

After full consideration of the matter, we will provide the complainant with a final response letter which will set out our understanding of the complaint, the issues raised, the investigation we conducted and the outcome of the investigation. We will also detail any remedial action and/or redress we believe appropriate or the reasons for declining remedial action and/or redress.

We will keep a record of all complaints received and the measures taken for their resolution.

Please note that we have assessed the clients we provide MiFID business to and deem that we do not have any eligible complainants.

If you require any further information please contact compliance@elmcapital.com.