This strategy is specifically meant for individuals earning high personal income looking
to reduce their total tax burden. It utilizes a unique, structured transaction that provides
the tax benefits of Flow-through Shares while avoiding the price risk and liquidity
constraint that usually comes with Private Placements.

Before committing to a transaction, we always arrange a liquidity provider – typically, an
institutional investor that wants to own the shares – to purchase the shares from our
participant at a predetermined price. The buy and sell take place on the same day and
the proceeds of sale are sent back to the participant’s bank account, typically within a
few days of closing.

To take advantage of the tax benefits, an individual must qualify as an  Accredited
Investor . Because the value of flow-through tax benefits is maximized when the
purchaser is in the highest marginal tax rate, we typically recommend participation to
individuals with high income (in excess of $250,000) in the current year.

Note: This is NOT an investment; merely a “Bought Deal” transaction, in which you own
the shares for no more than a minute. When the transaction closes you are left with tax
benefits and the proceeds of sale.