Category Archives: Legal Issues and Regulation

Are Overseas Portals the Next Big Thing in US Equity Crowdfunding?

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Crowdfund Insider | By | March 21, 2017

Non-resident US funding portal registration

Much excitement has been generated with the enactment of Regulation Crowdfunding (Reg CF) and the ability of non-accredited investors to invest in startup companies in the United States. The SEC recently reported that while early capital raising efforts is still growing, Regulation Crowdfunding has provided a new mechanism for small, domestic issuers to raise capital that was previously unavailable.

There is speculation that soon, with a Republican Administration in Washington focused on deregulation, Regulation Crowdfunding may be a “huge” beneficiary, including an expansion permitting an issuer to raise $5 or perhaps even $10 million per annum, rather than the current $1 million limit. While a common complaint during its first year is that the issuers themselves must be domestic United States companies, the same does not hold true for crowdfunding portals.

Regulation Crowdfunding specifically permits “nonresident” funding portals to operate in the United States.

A nonresident funding portal is a funding portal incorporated in or organized under the laws of a jurisdiction outside of the United States, or having its principal place of business in any place not in the United States. Thus you can operate overseas and still be permitted to engage in business as a U.S. funding portal.

See:  Title III Crowdfunding For Real, Part I

Nonresident portals can quickly broaden US crowdfunding efforts to overseas, and raise foreign investor (crowd) capital for US companies. This together with the benefit that a crowdfunding portal is specifically exempt from broker-dealer registration under Exchange Act section 15(a), provides ample incentive to foreign entrepreneurs to seek to participate in US small issuer capital formation.

Nonresident funding portals share the same benefits as domestic funding portals, including the right to post offerings on their portal and receive transaction-based compensation (commission and equity) for their services. Nonresident funding portals may even have a competitive advantage in accessing capital for US crowdfunding offerings. MrCrowd.com and its CEO Allen Au, based in Hong Kong, appear to be the first nonresident funding portal to see an opportunity and become registered with FINRA.

For the US Securities and Exchange Commission (SEC) to permit nonresident funding portals to be based outside of the US, the portals must be subject to SEC and Financial Industry Regulatory Authority (FINRA) regulation. Registration of a nonresident portal is conditioned on an information sharing arrangement in place between the SEC and the competent regulator in the jurisdiction under the laws where the nonresident funding portal is organized or has its principal place of business.

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The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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Presentation Decks from #CCS2017 (for Attendees ONLY)

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Thank you for attending the 2017 Canadian Crowdfinancing Summit (#CCS2017)!

CCS2017 Don't miss it!

 

CCS2017 Presentation Decks Available for Attendees Only (otherwise Confidential)

FEB 28:  Pre-Summit Workshops (OneEleven)

  1. FundingNomad Session:  Profit-Sharing or Royalty Deals for Investors & Issuers (download)
  2. Crowdmatrix Showcase:
  3. BrightSpark Ventures Workshop:  How to Invest in Early Stage Companies (download)
  4. R2Crowd Presentation:  How to Invest in Real Estate if You Don't have a Rich Uncle? (download)

MAR 1:  CCS2017 Summit (MaRS)

  1. Morning Keynote: Equity Crowdfinance:  Past, Present and Future by Ryan Feit, SeedInvest (download)
  2. Show me the Money: How We Raised USD $100+ Million (Art or Science?)
    by Zach Smith, Funded Today (download)
  3. Canadian and Global Alternative Finance Markets: Volume, Trends and Key Indicators by E.J. Reedy of University of Chicago - Polsky Center for Entrepreneurship & Innovation, Alixe Cormick of Venture Law Corp and Daryl Hatton of FundRazr (download)
  4. Blockchain ICOs:  The Future of Online Investing or Regulatory Crisis? by Alan Wunsche, Blockchain Canada (download)
  5. How Online Funding Platforms Give Voice to a Shared Value Economy by Paul Allard, Impak Finance (download)
  6. Marketplace Lending:  Made for the People, By the People by Cato Pastoll, Lending Loop (download)
  7. Growing Your Business Faster with Diversity by Tabitha Creighton, iQMetrix and Eva Wong, Borrowell (download)
  8. Industry Experts and National Regulatory Perspectives: What to Expect in 2017?  by Jason Saltzman, (Gowling WLG), Pat Chaukos (OSC LaunchPad), Elliott Mak and Zach Masum (BCSC), Denise Weeres (ASC), and Gabriel Araish (AMF) (download OSC deck)
  9. LUNCH & LEARN:  Strategies to Protect Your Revenue by Securing Intellectual Property (IP) Rights before Launching by Tony Sebata, Sabeta IP (download)
  10. Regulatory Presentation and Q&A:  FINTECH & P2P/ONLINE LENDING 
    1. Part 1:  Zach Masum, BCSC (download); and
    2. Part 2:  Amy Tsai, OSC LaunchPad (download)
  11. Bootstrapping:  From Concept to Revenue Under in 9 Months for Under $4k by Timothy Jodoin, Edispin (download)
  12. Regulatory Presentation and Q&A:  EQUITY CROWDFUNDING/FINANCE by Gabriel Araish (AMF), Elliott Mak (BCSC), Gloria Tsang (OSC), and Denise Weeres (ASC) (download)
  13. Applying Design Thinking to Maximize Interaction on Your Website (Coming soon)
  14. How I Created an Automated Networking Machine to Meet Hundreds of Investors & VCs by Joshua Fetcher, Autopilot (download)
  15. Post-Crowdfunding Best Practices:  How to Deliver On Time On Budget - Everything you need to Know by Gareth Everard (Rockwell Razors), Owen MacMullin (DHL Canada), and Mary-Rose Sutton (Shopify) (download)
  16. The Future of Fintech:  Is Canada becoming a World Class Fintech Hub?  by Sue Britton (Fintech Growth Syndicate), Bilal Khan (OneEleven), Jake Hirsch-Allen (LinkedIn), Jim Orlando (Omers Ventures), Amelia Young (Upside Consulting Group) and Philippe Garneau (BWG Brand Engineering) (download)
  17. CLOSING KEYNOTE:  Transformative Strategies and Insights for Alternative Finance Market Growth by Martin Graham (Fineqia and London Stock Exchange) (download)

Live Pitching Presentation Decks (MaRS):

  1. Seedlify by Sam Kawtharani (download)
  2. Tripian by Cenan Yunusoglu (download) *Session 1 Pitch Winner
  3. XYZ Interactive (UVolt replacement) by Michael Kosic (download)
  4. Curexe by Johnathan Holland (download)
  5. Knote by Ron Glozman (download) *Session 2 Pitch Winner
  6. Zoom.ai by Roy Pereira (download)
  7. DashMD by Zack Fisch (download) *Session 3 Pitch Winner
  8. Better Current by Colin Campbell (download)
  9. CertClean by Jenise Lee (download)
  10. ShareWiz by Oz Demirel (download)
  11. Emerge by Alexandru Horghidan (download) *Session 4 Pitch Winner
  12. Triclops Technologies by Meng Xi Zhu (download)

Congratulations to the 4 live pitching companies:

Tripian (Cenan Yunusoglu), Knote (Ron Glozman), Dash MD (Zack Fisch), and Emerge (Alexandru Horghidan)!


Other links you may be interested in:

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THANK YOU TO ALL OUR #CCS2017 SPONSORS AND PARTNERS!

CCS2017 Partner slide 1

CCS2017 Partner slide 2

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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#CCS2017 Industry Leaders Connect at 3rd Annual NCFA Fintech & Funding Summit

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NCFA Canada | CCS2017 Committee | March 10, 2017

CCS2017 photo collage2

NCFAs Innovation Finance Summit A Great Success!

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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OSC Highlights Potential Securities Law Requirements for Businesses Using Distributed Ledger Technologies

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OSC Release | March 8, 2017

OSC_150

TORONTO, March 8, 2017 /CNW/ - The Ontario Securities Commission (OSC) is advising businesses that use distributed ledger technologies (DLT), such as blockchain, as part of their financial products or service offerings that they may be subject to Ontario securities law requirements.

"Many uses of distributed ledger technologies have the potential to increase transparency and efficiencies in our capital markets, and we are keen to support this type of innovation," said Pat Chaukos, Chief of OSC LaunchPad.

"Because this is a novel area, businesses may not be aware that some uses of this technology could trigger securities law requirements. We encourage these businesses to speak with us about securities law and investor protection requirements that may apply."

Businesses are using DLT in a variety of ways. DLT may be used as the underlying technology in trading, clearing and settling securities. For example, DLT may be used to facilitate issuances of equity and debt securities and to track their ownership. DLT are core to a growing number of new virtual or digital assets. Businesses may also, for example, facilitate initial coin or token offerings where ownership of the coins or tokens is tracked using DLT, or may establish investment funds with DLT-based virtual currencies in their portfolios. Products or other assets that are tracked and traded as part of a distributed ledger may be securities, even if they do not represent shares of a company or ownership of an entity. Businesses' specific use of DLT may trigger Ontario securities law requirements, including the need to be registered or file a prospectus.

Any business that is operating or planning to operate a DLT-based venture should consider the different types of offerings that involve securities within the meaning of the Ontario Securities Act (e.g. evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of any person or company, a product that is an investment contract); the types of trading activities that will occur; and whether registration as a dealer, adviser and/or investment fund manager is required.

If a person or company is offering securities to the public in Ontario, they must file a prospectus or rely on an exemption from the prospectus requirement.

Businesses with questions about securities law requirements that may apply to their DLT-based activities are encouraged to contact OSC LaunchPad at osclaunchpad@osc.gov.on.ca, (416) 596-4266 (Local) or 1-844-405-1339 (Canada toll-free).

"We welcome the opportunity to work with these businesses and help them understand and navigate potential regulatory requirements," added Chief Chaukos.

OSC LaunchPad (www.osclaunchpad.ca) is the first dedicated team by a securities regulator in Canada to provide direct support to eligible fintech businesses in navigating regulatory requirements. OSC LaunchPad strives to keep regulation in step with digital innovation.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in the capital markets. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at http://www.osc.gov.on.ca

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SOURCE Ontario Securities Commission

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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Too big to flop: Inside Indiegogo’s plan to circumvent crowdfunding failures

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Digital Trends | By | Feb 5, 2017

Accent cat ear headphones

Crowdfunding has a failure problem.  Over the past couple years, platforms like Kickstarter and Indiegogo have been host to quite a few high-profile flops. Just last month, the once-super promising Lily camera drone project crashed back to earth. Having collected $34 million in pre-orders from a massive 60,000 customers, it closed shop before entering production.

Before that, there was the Coolest Cooler debacle: an ongoing) predicament in which the most successful Kickstarter project of all time (over $13 million in pledges) failed to deliver to thousands of its backers.

Before that, it was the Zano Drone: a failed UAV project that left over 14,000 orders unfulfilled. The list goes on and on.

Crowdfunding feeds into the “couple of guys (or gals) building something in a garage” dream that Silicon Valley is built on.

Thing is, these aren’t isolated incidents — they’re just the most widely-publicized ones. Spend just a few minutes Googling your chosen category of crowdfunding project (video game, desk toy, drinks cooler, UAV) and you’ll find hear about so many crowdfunding disasters that you’ll want to get memories of Kickstarter and its ilk surgically removed from your brain.

In some of these crowdfunding horror shows, refunds are thankfully given out. In others, creators are never heard from again, and the idea that you’ll get your hard-earned money back is as likely as a friendly resolution to an argument in a YouTube comments section.

Unpacking all of this isn’t easy. Most crowdfunding entrepreneurs we speak with harbor the fear that nobody is going to pay any attention to their campaign; worrying about what will happen if people pay it too much attention is like seeking an advance restraining order against Mila Kunis on the off chance that she might one day start stalking you.

See:  Move over Kickstarter, equity crowdfunding lets you get a piece of the action, not just a lousy T-shirt

From a subscriber perspective, it’s no less complex. Part of what we love about crowdfunding is the DIY ethos behind it. If a company is too established, if it’s a millionaire movie star raising money for a project they could pay for themselves, people understandably bristle. Crowdfunding feeds into the “couple of guys (or gals) building something in a garage” dream that Silicon Valley is built on. You’re along for the ride. Delays are commonplace and, so long as they’re not indefinite and backers are kept informed of progress, most don’t get too upset.

After all what’s the alternative: turning crowdfunding into platforms geared only at the pros, rather than the kind of democratized market place it was envisioned as?

So what’s the answer?

As crowdfunding continues to develop, these are questions that need to be addressed, not willfully ignored. This is a conundrum Indiegogo is trying to help solve. As the one of the top two crowdfunding sites (alongside Kickstarter) Indiegogo has hosted more than 700,000 campaigns over its 8.5 years of life — and helped raise over $1 billion in pledges along the way.

However, with more and more stories of failure among crowdfunding entrepreneurs, Indiegogo is trying to change its service to resolve some of the frequent problem users and entrepreneurs face.

For Indiegogo CEO David Mandelbrot, the campaign which alerted him to the problem was a 2015 project on the platform called Axent Wear Cat Ear Headphones.

“It was created by two design students at UC Berkeley who had the original goal of raising around $250,000, and raised over $3 million on Indiegogo,” Mandelbrot told Digital Trends. “But they were design students: they’d never done manufacturing of a consumer product at scale. Their story was the inspiration for our lifecycle strategy.”

Continue to the full article --> here

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

 

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BCSC Seeking Input from BC Fintech and Tech Firms

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BCSC | Alison Walker | Jan 24, 2017

BCSC w text colour

Vancouver - The British Columbia Securities Commission (BCSC) today released an online survey, published a new tech industry webpage, and announced a dedicated Tech Team as a part of its ongoing outreach aimed at BC fintech and tech companies as well as other stakeholders active in these sectors.

"The BCSC supports innovation and the adoption of new technologies in the financial services sector," said Brenda Leong, BCSC Chair and CEO. "We understand that early-stage companies need access to capital and a clear regulatory framework to operate in. Through our Tech Team's active outreach, we will broaden our knowledge and understanding of the impacts of regulation, and provide fintech and tech companies with resources and information to help them succeed."

The BCSC invites anyone involved in the BC Tech industry to complete the survey. We are interested in hearing from all those willing to contribute their ideas and experience in an effort to learn more about this dynamic sector. The survey will be open until February 21, 2017. The BCSC will use information gathered from the survey and its ongoing outreach work to determine next steps.

Fintech is growing in British Columbia and together with the broader tech sector is developing innovative approaches to delivering financial and other services. The online survey and new webpage build on the work the BCSC has been doing to support emerging investment advisory services, crowdfunding platforms, and online marketplace lenders.

Currently, the BCSC has registered 10 robo-advisory firms, exempted seven firms from registration as crowdfunding portals, and registered a further nine portals as exempt market dealers. The BCSC also works with other Canadian securities regulators to support fintech industry growth by facilitating timely and harmonized reviews of registration and exemptive relief applications.

"Our aim is to work with stakeholders to provide flexible and balanced regulation for innovative business models," Leong said. "We also need to assess whether securities regulations are keeping pace with the evolving tech landscape."

Those interested in taking the survey will find it on the new tech industry page, which consolidates guidance and resources the BCSC has produced over the years, and provides contact information for BCSC's Tech Team. The webpage is a good starting point for those seeking to learn more about how securities regulation intersects with BC's tech sector.

About the British Columbia Securities Commission (www.bcsc.bc.ca)

The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:

  • A securities market that is fair and warrants public confidence
  • A dynamic and competitive securities industry that provides investment opportunities and access to capital

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Media Contact:
Alison Walker
604-899-6713

Public inquiries:
604-899-6854 or 1-800-373-6393 (toll free)
inquiries@bcsc.bc.ca

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The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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Watch Out, the ICOs Are Coming

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Startup Management |By : | Jan 23, 2017

Digital Crowd

First came Bitcoin, then blockchains arrived. Cryptocurrencies and decentralized protocols followed.

Now, the ICOs are coming. And the ICO funds are also arriving. And a crash will be forthcoming.

To paraphrase Clay Shirky’s famous book title, Here Comes Everybody, a moniker describing how crowds form online as quickly as wildfire.

New tokens are being listed every week. Dozens of startups are planning their ICO’s, and funds that specialize in these tokens are feeding the investment and speculation frenzy. Even websites offer out-the-box services to create, promote, run and list your ICO with, describing the process to being as easy as microwave cooking.

The regulators are watching, mostly without taking harmful actions (so far), which is interpreted positively by startups who would rather ask for forgiveness than permission. Let’s do more. The door is open, and no one is shutting it.

Companies behind these ICOs are promising the moon and the stars, putting out polished websites, white papers, advisory boards, Slack channels, GitHubs, peppering with some legalese language, and topping it with the full dressing support enchilada they can think of; in order to appear as legitimate, as hard-working, as smart and as credible as possible.

Don’t get me wrong. ICOs are a good alternative funding model that holds an exciting promise, as I’ve explained in How Cryptocurrencies and Blockchain-based Startups Are Turning The Traditional Venture Capital Model on Its Head, in addition to outlining some steps and criteria on how to evaluate them.

But I see some issues with the current environment.

Startup diligence is pretty light

Diligence is tilted towards appearances, parabolic claims, white papers, a minimum of legal and lots of online dressing-up. There is relatively little involvement from traditional venture capitalists who typically dispense startup investment. VCs aren’t always right, and granted their model is being disrupted by the ICOs, but they generally have a sense about startups anatomies.

Previously, you were funded because your ideas, teams and initial product progress were worthy of it, at least someone thought so. Now, companies publish a paper making the case for their idea, open some docs for reviews, and ask for money in return for a promise to deliver something maybe in one or two years, that may or may not be accepted by the market.

Along the way, they drag a crowd of investors who buy into it, without necessarily being well informed, nor having used the product. During that process, there isn’t much talk about execution abilities, operational experience, or the rest of the team that will end-up being hired. Much of the analysis is on the surface, often tough to prove or disprove, in part due to a rushing and artificial urgency.

Download:  2016 Alternative Finance Crowdfunding in Canada Report

The 3 typical characteristics, team, product and market seem to have taken a secondary position to the 3 new magical words: tokens, blockchain and decentralization.

Token utility linkage is not always there

The assumption that everything with a potential network effect is going to work with a decentralization starting point is not entirely true. The blockchain is not for everything.

The solution or product being developed needs to have a solid business model linkage that has a particular value when decentralization and/or tokenization of actions take place. The promise of a new model needs to be very compelling.

In the name of decentralization, the promises are big. You can’t just slap a token to anything, and expect magic to happen.

The token is not the business model. The value proposition or utility that is enabled by the token is the business model, and that linkage needs to be there early on. If the direction is not right, the chosen path will not lead to a good place.

The marketing hype is frightening

Some ICOs are being marketed like a rocket ship, but in reality, no startup is a rocket ship. A lot of the communication is biased towards the most optimistic assumptions, but nothing goes up in a straight line.

With an ICO, 3 asynchronous periods seem to have blurred and collapsed into one: early stage, go-to market, product-to-market fit. Just because it makes sense in theory doesn’t mean that it will make sense when the market realities enter the picture.

Early Bird 40% Discount Until Jan 31:  Third Annual Canadian Crowdfinance Summit (Feb 28-Mar 1)

True that some level of speculatory fever can help to fund projects and give them a longer runway life, but if the expectations get far ahead of reality, the gaps may be harder to bridge, resulting in a downward spiral snap.

For good or bad reasons, raising lots of money can hide a lot of mistakes along the way, and there is some of that going on.

Financial engineering has its traps

A rule of thumb for many ICOs has been to allocate 85% of the tokens to the market, and keep 15% for developers and company, but this is a risky ratio. It is equivalent to raising all your funding at once. In the best cases, companies assume that the token will go up in price, which would enable the company (or protocol operator) to never need to raise money again. But not every company is like Bitcoin or Ethereum, just as not every startup is like Facebook or Twitter.

Of course, a smart company would not release more funding to itself until milestones are reached, but few will exercise that type of discipline. Fewer ICOs make a provision for subsequent funding events beyond the ICO.

All and all, funding a startup is not a one shot deal. Too much financial engineering is just that. I would urge anyone planning an ICO to re-read the excellent Security Laws Framework for Blockchain Tokens paper, especially the Appendix.

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The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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