Canadian Dealer Notification and Exemption

International Dealer Notification and Exemption

As you may be aware, Imperial Capital, LLC (“Imperial”) was historically registered as a “restricted dealer” in Canada, under terms and conditions that permitted Imperial to trade in securities of both Canadian and non-Canadian issuers with Canadian “permitted clients”. The terms and conditions of the “restricted dealer” registration also caused the registration to expire as of July 11, 2015.

Currently, Imperial is relying on the “international dealer exemption” under section 8.18 of Canadian National Instrument “NI 31-103” Registration Requirements, Exemptions and Ongoing Registrant Obligations in each Canadian province.

If Imperial is trading with you in reliance upon the international dealer exemption, Imperial is subject to trading restrictions, including, with certain exceptions, trading only in securities of non-Canadian issuers with “permitted clients” resident in Canada.

This serves to put you on notice that you should place orders with another Canadian dealer for securities of Canadian issuers in accordance with NI 31-103. Imperial can continue to transact in securities of Canadian issuers with Canadian IIROC dealers and in securities of non-Canadian issuers with Canadian permitted clients.

If Imperial considers you a permitted client under NI 31-103 with which it can transact under the “international dealer exemption”, Imperial makes the following representations;

  • a. Imperial is not registered in any Canadian jurisdiction;
  • b. Imperial’s head office or principal place of business is in the State of California in the United States;
  • c. the name and address of the agent for service of process of Imperial in each Canadian jurisdiction can be found in Schedule A; and
  • d. there may be difficulty enforcing legal rights against Imperial because it is a resident outside Canada and all or substantially all of its assets may be situated outside of Canada.




British Columbia 152928 Canada Inc. c/o Stikeman Elliott LLP
666 Burrard Street, Suite 1700, Park Place
Vancouver, British Columbia V6C 2X8 Canada
Attention: John Anderson
Alberta 152928 Canada Inc. c/o Stikeman Elliott LLP
4300 Bankers Hall, 888-3rd Street S.W.
Calgary, Alberta T2P 5C5 Canada
Attention: Luigi A. Cusano
Saskatchewan McDougall Gauley LLP McDougall Gauley LLP
1500 – 1881 Scarth Street
Regina, Saskatchewan S4P 4K9 Canada
Manitoba Aikins, MacAulay & Thorvaldson LLP 30th Floor Commodity Exchange Tower, 3000
360 Main Street,
Winnipeg, Manitoba R3C 4G1 Canada
Attention: Richard L. Yaffe
Ontario 152928 Canada Inc. c/o Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1B9 Canada
Quebec 152928 Canada Inc. c/o Stikeman Elliott LLP
1155 Rene-Levesque Blvd., 40th Floor
Montreal, Quebec H3B 3V2 Canada
Attention: Alix d'Anglejan-Chatillon
New Brunswick Stewart McKelvey Stirling Scales Suite 1000, Brunswick House,
44 Chipman Hill, P.O. Box 7289,
Postal Station A, Saint John, E2L 4S6 Canada
Nova Scotia Stewart McKelvey Stirling Scales Suite 900, Purdy’s Wharf Tower One,
1959 Upper Water Street, P.O. Box 997,
Halifax, Nova Scotia B3J 2X2 Canada
Newfoundland & Labrador Stewart McKelvey Stirling Scales Suite 1100, Cabot Place,
100 New Gower Street, P.O. Box 5038
St. John’s, Newfoundland and Labrador A1C 5V3 Canada
Prince Edward Island Stewart McKelvey Stirling Scales c/o Stewart McKelvey Stirling Scales
65 Grafton Street
P.O. Box 2140, StnCentral,
Charlottetown, Prince Edward Island,
C1A 8B9 Canada