Yours To Discover Conference 2012 Growing, Buying or Selling a PCC What is your business worth?

Growing, Buying or Selling a PCC What is your business worth? … and to who?  Grow/Buy/Sell – The Owner’s Dilemma  Introduction of Panelists  Q1) The Art of the Deal  Structure & Process  Q2) The Elephant in the Room  is VALUATION  Open Floor for Questions

We ALL Sell - Eventually By Design – Retirement Westervelt, Career Canada College, CDI (the original), RCC – Succession (e.g. Hank > Renee Herzing) – Lifestyle Decisions & Orderly Business Exits 50 New PCCs and exiting PCCs / Year By Necessity – ‘Fire Sale’ – Bankruptcy Career Academy, Shaw College, OBC, Various TCAF Hits We eventually want to Exit on our Own Terms

Strategic Options GrowthStatus QuoSell/Transition OrganicAcquisition Private EquityStrategicMBO Entrepreneurial Owners Grow …. Buy ….. Sell

M&A Game The Players Buyers Strategic vs. Financial (Private Equity) Internal (Family & Management Teams) Interme- diaries Bankers & Investment Bankers Business Brokers Sellers Accountants, Lawyers, Tax Advisors Friends, Family, Shareholders

Our Panelists Richard Remillard – Canadian Venture Capital Association (CVCA) – Explain the overall nature of the financial markets (Venture Capital & Private Equity in specific) Trevor Gough – CIBC Mid-Market Investment Banking - Managing Director – Explain Bank Debt, Sub-Debt and Mezzanine Financing Jason Sparaga – Spara Capital Partners Inc. - President – Explain the role of Investment Bankers in Mergers & Acquisitions Jason Berenstein – Kilmer Capital Partners - Principal – Explain Private Equity and what’s important to them

Richard Rémillard Executive Director, CVCA Canada’s Venture Capital & Private Equity Association Explain the overall nature of the financial markets Joined CVCA in 2004 as Executive Director Past President of RCG, a management consulting firm Previously a VP at Canadian Bankers Association and Special Assistant to the Minister of Finance Sits on several boards & has taught at Concordia Graduate of McGill & London School of Economics 1,800 members represent the majority of Private Equity companies in Canada CVCA Members have over $75 Billion in capital under management 3 major markets (Buyout, Mezzanine & Venture Capital) Tel: (416)

Trevor Gough Managing Director, Mid-market Investment Banking Explain Bank Debt, Sub-Debt and Mezzanine Financing Joined CIBC Mid-Market Investment Banking in 2002 Headed the group for the past 6 years Completed many transactions including divestitures, acquisitions, management buy-outs and private placements of debt and equity Prior to joining CIBC, Trevor worked for 12 years with an international accountancy firm in their corporate finance and audit groups in Canada and the UK Chartered accountant designation Offices in Toronto, Montreal, Vancouver, Calgary and Edmonton. Provide M&A advice and deal execution targeted at privately-owned Canadian companies. Typical transaction sizes range from $10 - $100 million. Tel: (416)

Jason Sparaga President and Founder of Spara Capital. Explain the role of Investment Bankers in Mergers & Acquisitions Chartered Accountant by training. Highly-entrepreneurial and an experienced deal professional in both M&A and financing. Past President of the Toronto Chapter of the Association for Corporate Growth (ACG). Board member of several public companies. Member of CEO Global Network Tel: (905) x124 Boutique investment bank and merchant banking firm based in Oakville combining Bay Street Expertise and a Main Street Approach. Focused on mergers and acquisitions and financings for mid-market private and public, entrepreneur-led businesses. We fight for entrepreneurs and take pride in our professional tenacity.

Jason Berenstein Principal with Kilmer Capital Partners Joined Kilmer in 2002 Explain Private Equity and what’s important to them Responsible for new deal origination, investment execution and management Experience with buy-outs, buy-ins, recaps and growth capital investments Prior experience as a VP at Deloitte working in Transaction Services Association for Corporate Growth Board member Chartered Accountant and M.B.A. Tel: (416) A leader in private equity investments in small to mid-sized businesses undergoing periods of rapid growth, significant change or ownership transition Funding for management buyouts Growth capital for entrepreneurs with a vision

Q1) The Art of the Deal Structure & Process Getting Ready to Deal – Preparedness – Successes, Roadblocks, War Stories What to expect? (Goals, Timing, Results)

Q2) The Elephant in the Room is VALUATION – Market Conditions (Supply & Demand for Capital) ? – Multiplier (x EBITDA or x Revenue) ? – Strategic or Financial Buyer ? – Platform or Add-on Investment ? – Payment Types (Cash, Vendor Note, …) ? – Seller’s Goals (Exit or Change) ?

Q3) Open Floor for Questions

Our Panelists’ Contact Information Richard Rémillard, Executive Director – Canadian Venture Capital Association (CVCA) Tel: (416) Trevor Gough, Managing Director – CIBC Mid-Market Investment Banking Tel: (416) Jason Sparaga, President – Spara Capital Partners Inc. Tel: (905) x124 Jason Berenstein, Vice President – Kilmer Capital Partners Tel: (416)

Timing Who What Timing (Minutes) Frank Overview & Introduction 4 Panelists Explanation of their Sector 4 x 3 >> 12 Frank Question 1 Intro 2 Panelists Question 1 Discussion 4 x 2 >> 8 Panelists Question 1 Round Robin 4 Frank Question 2 Intro 2 Panelists Question 2 Discussion 8 Whole Room Question & Answer Session 20 Frank to have a couple of questions in hand – panelists can even supply their favourite