Disclosures

United States

In the United States, securities activities are conducted under the chaperoning framework in SEC Rule 15a-6, with Enclave Capital LLC acting as the chaperoning broker-dealer. Enclave Capital LLC is an SEC-registered broker-dealer and a member of FINRA and SIPC (CRD No. 22732, SEC No. 8-39592). Rule 15a-6 is the standard route by which a non-U.S. firm conducts securities activity in the United States through a registered U.S. broker-dealer.

That arrangement is limited by its terms, and the limits are the scope of what we do. It covers the solicitation of U.S. institutional counterparties, as that term is used in Rule 15a-6, in connection with private capital-raising transactions involving the issuance of equity or debt securities. Contact with U.S. institutions is chaperoned by a registered Enclave representative except where the rule expressly permits otherwise, and Enclave is responsible for effecting each transaction and for the associated books and records.

The services described on this website are therefore not available to U.S. retail investors. If you are a U.S. investor and not an institution of the kind described above, Kadenwood asks that you not submit an inquiry through this website. We would not be able to act on it.

Canada

In Canada, securities activities are conducted through Parvis Investment Services Inc., a securities dealer registered as an Exempt Market Dealer in each of the provinces and territories of Canada (NRD No. 74000) and regulated by the applicable provincial securities commissions. Parvis is not regulated by the Canadian Investment Regulatory Organization. Exempt market dealers are registered with and overseen directly by the provincial commissions rather than by CIRO. Richmond Global Wealth Inc., an affiliated entity, is the CIRO-regulated firm. Parvis Investment Services Inc. is a wholly owned subsidiary of Parvis Invest Inc.

Kadenwood Group does not act as a dealer, an adviser, or an investment fund manager in any Canadian jurisdiction, and does not hold itself out as being in the business of trading in securities. Where a mandate involves a trade in securities in Canada, that activity is conducted through Parvis.

Parvis acts as exempt market dealer of record for offerings introduced by Kadenwood and its issuer clients to investors in Canada. Exempt market offerings are available only to investors who qualify under the applicable prospectus exemptions.

Where such an offering also reaches U.S. institutional investors, that activity is chaperoned by Enclave under Rule 15a-6. Which entity is acting, and in which jurisdiction, is identified in the engagement documentation for each transaction.

Mergers, acquisitions, and debt advisory

Kadenwood Group's merger and acquisition advisory in the United States is conducted in reliance on the federal exemption for merger and acquisition brokers in Section 15(b)(13) of the Securities Exchange Act of 1934, which permits advisory on the transfer of ownership of eligible privately held companies without broker-dealer registration, subject to the conditions of the exemption. Kadenwood observes those conditions: it does not hold or handle funds or securities, does not finance the transactions on which it advises, does not form buyer groups, and does not bind any party.

In Canada, merger and acquisition advisory is conducted in reliance on the guidance for merger and acquisition specialists in Companion Policy 31-103CP, under which advice to the parties to a transaction between companies does not ordinarily require dealer or adviser registration where any trade in securities is incidental to carrying out the transaction.

Debt advisory concerning commercial credit facilities, including bank loans and direct lending facilities, does not ordinarily involve securities in either jurisdiction, and no registration or exemption is required for it. Where a debt or other financing transaction does involve the offer or sale of securities, that activity is conducted through the registered entities described above.

Regulatory status and role

Kadenwood Group is a brand and a parent organization. The Kadenwood Group of companies is owned by 1438076 B.C. LTD., a British Columbia corporation.

Kadenwood Group is not a registered broker-dealer, investment adviser, or exempt market dealer in any jurisdiction. Where an engagement requires a registered firm, that role is performed by one of the regulated entities described above, and the engagement documentation says which one.

Stated plainly, Kadenwood Group does not do the following:

• Effect securities transactions.
• Solicit or accept orders for the purchase or sale of securities.
• Hold or handle client funds or securities, or take custody of them.
• Finance the transactions on which it advises.
• Form buyer groups.
• Bind any party to a transaction.
• Advise on the merits of investing in any specific security.
• Make recommendations to any investor as to the suitability of an investment.

Website scope and no reliance

This website describes the firm and the kinds of engagement it accepts. It is general information. It is not advice, and it is not tailored to any reader's circumstances.

Nothing on this site creates an advisory, agency, fiduciary, or client relationship. Such a relationship arises only under a signed engagement letter. Do not rely on this website in making any financial decision. Content is current as at the date shown at the top of this page, and we are under no obligation to update it.

No offer or solicitation

No securities offering is being made by means of this website. Nothing on this site is an offer to sell or a solicitation of an offer to buy any security or investment product, and no part of it forms the basis of any contract or commitment.

Any offer would be made only to eligible investors, through definitive offering documentation, and in compliance with applicable securities laws. No securities commission or regulatory authority has reviewed or approved the material on this site.

Strategic affiliates

Individuals identified as strategic affiliates are independent professionals. They are not employees or registered representatives of Enclave Capital LLC or Parvis Investment Services Inc. unless expressly stated. Strategic affiliates provide advisory input, industry expertise, and relationship access on a consulting basis.

Transaction experience and past performance

Transactions described in our materials may have been completed by individuals while they were employed at previous institutions, and are included to show the collective experience of the Kadenwood advisory team rather than the record of the firm itself. Transaction information is drawn from publicly available sources and may not reflect final terms.

Past performance is not indicative of future results. No representation is made that Kadenwood will replicate any prior outcome. Transaction credentials available upon request.

Forward-looking statements

This site may contain forward-looking statements about market conditions, business prospects, and industry trends. Those statements involve risks, uncertainties, and assumptions, and actual results may differ materially from them. We undertake no obligation to update them.

Market and third-party data

Market data, industry statistics, and third-party information on this site come from sources we believe to be reliable but have not independently verified. We make no representation or warranty as to their accuracy or completeness. Where we publish a figure, we date it and say where it came from.

No professional advice

Nothing on this site is legal, tax, accounting, or investment advice. Readers should consult their own professional advisors about their own circumstances.

Investment risks

All investments carry risk, including the possible loss of principal. Values fluctuate, and there is no assurance that any investment objective will be achieved. Exempt market and private placement investments are speculative, may be illiquid, and carry a high degree of risk. An investor may lose the entire amount invested.

Investor relationships

References to institutional investor and family office relationships describe, in aggregate, relationships developed by Kadenwood team members over their careers. Not every relationship is active, and not every relationship is available for a given mandate.

Engagement and fees

Any fee range we describe is indicative. It varies with transaction size, complexity, market conditions, and the scope of the engagement. Specific fee arrangements are set out in individual engagement letters.

Jurisdiction

This website is operated from Canada. It is directed at persons in jurisdictions where Kadenwood and the regulated entities described above may lawfully conduct the activities it describes, and it is not directed at any person in a jurisdiction where the publication or availability of this material would be contrary to local law.

Persons who access this site do so on their own initiative and are responsible for compliance with the laws that apply to them.