Background

Wildlaw Capital Markets Inc. dba WCM Capital (“WCM”) is registered as an Exempt Market Dealer in the provinces of British Columbia, Alberta, Quebec and Ontario.

As a securities registrant, we are obligated to make certain disclosures to you, so that you may understand the nature of your relationship with WCM and are advised of significant matters regarding trades in investments through WCM.

We are also required under federal privacy legislation to make you aware of WCM’s policy to ensure compliance with the requirements of that legislation.

I) Your Relationship with WCM and our Obligations to You:

WCM has acted as a broker for effecting trades in WCM offered securities for your account with WCM.

WCM is obligated to ensure that such trades are suitable and in line with your stated investment objectives and constraints set out in your New Client Application Form.

WCM does not purport to provide advice or guidance on your general financial needs or circumstances.  This account has been opened solely for the purpose of transacting in WCM offered securities.

II) FEES AND COSTS RELATED TO YOUR INVESTMENT IN

WCM acts as the agent for the securities being marketed to you.

The commissions that WCM will earn for the distribution of securities are set out in the term sheet that was provided to you upon purchase of securities of the issue.  The term sheet describes other costs that may be charged, including legal and marketing costs.  Please speak with your contact at WCM if you have not received this document.

III) Account Reporting

WCM will provide you with written confirmation, along with the share certificate, if requested, for each order that we have executed through your account with WCM.  The confirmation will set out the purchase, price, volume, trade date and other significant details of the transaction.

IV) Investment Risks

WCM will select investments to ensure they are in line with the investment objectives and constraints set out in the term sheet.

However, the actual performance of the investments will be dependent on conditions that are both unpredictable and beyond the control of WCM or any other parties.  Returns on your investments cannot be guaranteed.

V) IMPACT OF LEVERAGE

WCM has neither arranged for nor recommended that you borrow money in order to invest in securities offered by it.

If the capital you propose to invest will be partly or fully obtained from borrowed funds, this will increase your investment risk.  You will be personally responsible for any losses incurred on the borrowed funds.  These amounts must be paid back to the lender from monies you have personally invested or from other sources.

VI) DISCLOSURE OF CONFLICTS

WCM is obligated to advise you of any circumstances that may create an actual or potential conflict of interest between your economic interest and those of WCM.  The following is a list of potential conflicts that we have identified and steps we have taken to mitigate these:

  • WCM’s staff are allowed to operate personal trading accounts and may personally invest in investments offered by WCM. However, the staff are required to give the WCM arm’s length investors first priority before investing personally; and
  • WCM and its counsel, Wildeboer Dellelce, are affiliates of each other. The partners of Wildeboer Dellelce are also beneficial shareholders of WCM and two partners of Wildeboer Dellelce are also senior officers of WCM.  All information received from clients of Wildeboer Dellelce about their business will be held in confidence and will not be used for the benefit of WCM, without first obtaining the consent of such clients. Also, where Wildeboer Dellelce may potentially recommend WCM to its clients for services that fall within the scope of the registration of WCM, those clients will receive in advance information regarding the relationship between Wildeboer Dellelce and WCM, the individual’s dual role and responsibilities within both Wildeboer Dellelce and WCM, and a listing of alternative arms’ length registered dealers should those clients wish to compare services or utilize the services of another registrant.

VII) REPORTING COMPLAINTS

If you have any concerns that your dealings with WCM are not in accordance with securities law, or that a staff person is acting illegally or unethically, we would like to hear about such concerns.

Complaints can be reported to WCM’s Chief Compliance Officer as follows:

Written communications may be directed to:

Robert Wortzman

Chief Compliance Officer

365 Bay Street, Suite 805

Toronto, ON

M5H 2V1

E-mail communications may be sent to rwortzman@wcmcapital.ca

We will acknowledge your complaint in writing, investigate the matter and provide you with a written response.

Please refer to detail provided in “Appendix A: Our Complaint Process”.

 

VIII) NOTIFICATION TO OUT OF PROVINCE CLIENTS

Clients who wish to initiate proceedings against WCM may have to file in their local province and may, as a result, potentially incur higher costs and longer waiting times.  Because WCM’s primary regulator is the Ontario Securities Commission, there is a possibility that certain legal rights that may otherwise be available to clients resident in other provinces, may not be enforceable against WCM.

IX) PRIVACY POLICY

The Personal Information Protection and Electronic Documents Act (“PIPEDA”) regulates the way private sector organizations collect, use and disclose personal information. It does not apply to either corporate or not-for-profit organizations.

PIPEDA’s main objective is to ensure personal information collected from clients is used for its stated purpose and to safeguard such information.

“Personal Information” is defined as information about an “identifiable individual”. This includes such things as income, net worth, education, home address and phone number.  It does not cover general contact information such as name, title, business address, business phone number, etc.

Information that WCM has collected for completion of the New Client Application Form is subject to the requirements of PIPEDA.

WCM recognizes the importance of privacy and recognizes the sensitivity of personal information received by it in the conduct of its business.  This policy has been prepared with this objective in mind.

The Need for Personal Information

We have collected personal information from clients to meet certain regulatory requirements and to help us evaluate the suitability of the securities we have transacted for your account. This information will necessarily include personal information about our clients and, in certain cases, about individuals other than our clients (e.g. information on person with trading authority.)

Collection, Use and Disclosure of Personal Information

Where practical, WCM will try to collect personal information directly from the person to whom the information pertains.   However, where appropriate, WCM may collect personal information from publicly available sources. We will collect only the personal information necessary for the purposes stated in the section above titled “The Need for Personal Information.”

PIPEDA provides that an individual is deemed to consent to the collection, use or disclosure of personal information about that individual for a particular purpose if the individual voluntarily provides the information for that purpose, and it is reasonable that a person would voluntarily provide that information.

By transacting through WCM, we consider that you have consented to our collection, use or disclosure of personal information as necessary to properly represent you in these financial and investment matters.

Where necessary to fulfil our regulatory obligations, we may collect personal information about individuals other than our clients in accordance with the provisions of PIPEDA.

When we collect personal information about individuals directly from them, except in situations when their consent to the collection is deemed, we will advise them of the purpose for which the information is collected.

Obtaining consent from the individual after disclosure of the purpose for which the personal information is collected, used and disclosed is a key element of PIPEDA. However, this obligation is not absolute.

PIPEDA also permits us to collect, use or disclose personal information about an individual in some circumstances without the individual’s consent. Such circumstances include (but are not limited) to where:

  • the collection, use or disclosure is clearly in the interests of the individual and consent cannot be obtained in a timely way;
  • the collection, use or disclosure is reasonable for the purposes of an investigation or proceeding;
  • the personal information is available to the public from a prescribed source; or
  • the collection, use or disclosure is required or authorized by a federal or provincial statute or regulation.

When we collect, use or disclose personal information, we will make reasonable efforts to ensure that it is accurate and complete. PIPEDA also allows us, for legal or business purposes, to retain personal information for as long as is reasonable, but also imposes obligations upon us to ensure that procedures are in place to destroy the personal information when it is no longer required.

Security of Personal Information

We recognize our professional and legal obligations to protect the confidential information of our clients. We also recognize our legal obligations to protect the personal information we have gathered about our clients and about other individuals during the course of our business.

WCM has implemented policies and procedures to secure against the unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction of personal information.

Requests for Access to Personal Information

Pursuant to PIPEDA, an individual may submit a written request to us to provide them with:

  • a record of the personal information of the individual under our custody or control;
  • information about the purposes for which their personal information under our custody or control has been and is being used by us; and
  • the names of persons to whom and the circumstances in which their personal information has been and is being disclosed by us.

We will respond to requests in the time allowed under PIPEDA, and will make a reasonable effort to assist applicants and to respond as accurately and completely as reasonably possible. Requests may be subject to certain fees and disbursements in accordance with the provisions of PIPEDA.

An individual’s ability to access his or her personal information under our control is not absolute. PIPEDA provides that we must not disclose personal information where:

  • the disclosure could reasonably be expected to threaten the safety or physical or mental health of an individual other than the individual who made the request;
  • the disclosure would reveal personal information about another individual and consent is not obtained; or
  • the disclosure would reveal the identity of an individual who has in confidence provided us with an opinion about another individual, and the individual providing the opinion does not consent to the disclosure of his or her identity.

PIPEDA further provides that we may choose not to disclose personal information where:

  • the personal information is protected by any legal privilege;
  • the disclosure of the information would reveal confidential commercial information, and it is not unreasonable to withhold that information;
  • the personal information was collected by us for an investigation or legal proceeding;
  • the disclosure of the personal information might result in similar information no longer being provided to us when it is reasonable that it would be provided;
  • the personal information was collected or created by a mediator or arbitrator in the conduct of a mediation or arbitration for which he or she was appointed to act under an agreement, under an enactment or by a court; or
  • the personal information relates to or may be used in the exercise of prosecutorial discretion.

The above examples are not exhaustive, and you are encouraged to examine the provisions of PIPEDA for a complete list.

Requests for Correction of Personal Information

An individual may also submit a written request to us to correct errors or omissions in the personal information of the individual that is in our custody or control. When provided with a written request, WCM will:

  • correct the personal information and, if reasonable to do so, send correction notifications to any other organizations to whom we disclosed the incorrect information; or
  • decide not to correct the personal information but annotate the personal information that a correction was requested but not made.

Contacting or Communicating with WCM

If you have any questions with respect to our policies concerning the handling of your personal information, or if you wish to request access to, or correction of, your personal information under our care and control, please contact our Privacy Officer at:

Robert Wortzman

Chief Compliance Officer

365 Bay Street, Suite 805

Toronto, ON

M5H 2V1

E-mail communications may be sent to rwortzman@wcmcapital.ca

 

If you are dissatisfied with our handling of your personal information, we invite you to contact our Privacy Officer in writing, setting out the reasons for your concern. If you remain dissatisfied after our Privacy Officer has reviewed and responded to your concern, you may wish to contact the Office of the Information and Privacy Commissioner.

We also encourage you to obtain a complete copy of PIPEDA to further determine the rights and obligations contained within that legislation, and to obtain independent legal advice if considered necessary.

The contact information for the Office of the Privacy Commissioner and a copy of PIPEDA can be obtained from the following link:

http://www.privcom.gc.ca/legislation/02_07_01_e.asp

 

APPENDIX A: OUR COMPLAINT PROCESS

FILING A COMPLAINT WITH WCM

If you have a complaint about our services or a product, contact us at:

Robert D. Wortzman

Chief Compliance Officer

Wildlaw Capital Markets Inc.

Suite 805, 365 Bay Street

Toronto, ON M5H 2V1

Phone:   (416) 361-2930

Email:    rwortzman@wcmcapital.ca

 

You may want to consider using a method other than email for sensitive information

Tell us:

  • what went wrong
  • when it happened
  • what you expect, for example, money back, an apology, account correction

 

WE WILL ACKNOWLEDGE YOUR COMPLAINT

We will acknowledge your complaint in writing, as soon as possible, typically within 5 business days of receiving your complaint possible, typically within 5 business days of receiving your complaint.

We may ask you to provide clarification or more information to help us resolve your complaint.

We will provide our decision

We normally provide our decision in writing, within 90 days of receiving a complaint.

It will include:

  • a summary of the complaint
  • the results of our investigation
  • our decision to make an offer to resolve the complaint or deny it, and
  • an explanation of our decision

If our decision is delayed

If we cannot provide you with our decision within 90 days, we will:

  • inform you of the delay
  • explain why our decision is delayed, and
  • give you a new date for our decision

You may be eligible for the independent dispute resolution service offered by the Ombudsman for Banking Services and Investments (OBSI).

If you are not satisfied with our decision

You may be eligible for OBSI’s dispute resolution service.

If you are a Québec resident

You may consider the free mediation service offered by the Autorité des marchés financiers

 

TAKING YOUR COMPLAINT TO OBSI

You may be eligible for OBSI’s free and independent dispute resolution service if:

  • we do not provide our decision within 90 days after you made your complaint, or
  • you are not satisfied with our decision

OBSI can recommend compensation of up to $350,000.

OBSI’s service is available to clients of our firm. This does not restrict your ability to take a complaint to a dispute resolution service of your choosing at your own expense, or to bring an action in court. Keep in mind there are time limits for taking legal action.

Who can use OBSI

You have the right to use OBSI’s service if:

  • your complaint relates to a trading or advising activity of our firm or by one of our representatives
  • you brought your complaint to us within 6 years from the time that you first knew, or reasonably ought to have known, about the event that caused the complaint, and
  • you file your complaint with OBSI according to its time limits below

 Time limits apply

  • If we do not provide you with our decision within 90 days, you can take your complaint to OBSI any time after the 90-day period has ended.

If you are not satisfied with our decision, you have up to 180 days after we provide you with our decision to take your complaint to OBSI.

Contact OBSI

Email: ombudsman@obsi.ca

Telephone: 1-888-451-4519 or 416-287-2877 in Toronto

 

OBSI will investigate

OBSI works confidentially and in an informal manner. It is not like going to court, and you do not need a lawyer. During its investigation, OBSI may interview you and representatives of our firm. We are required to cooperate in OBSI’s investigations

OBSI will provide its recommendations

Once OBSI has completed its investigation, it will provide its recommendations to you and us. OBSI’s recommendations are not binding on you or us. OBSI can recommend compensation of up to $350,000. If your claim is higher, you will have to agree to that limit on any compensation you seek through OBSI. If you want to recover more than $350,000, you may want to consider another option, such as legal action, to resolve your complaint.

 

For more information about OBSI, visit www.obsi.ca