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Nova Scotia Securities Commission Letter of Non-objection. and Offering Document November 10, 2011 FarmWorks Investment Co-operative Limited Dear Ms Best: Re: FarmWorks Investment Co-operative Limited — Overview documentThe Director has reviewed the attached overview document filed via e-mail on November 10, 2011 and non objects to its use provided the Director has issued a letter of non objection for the offering and has not withdrawn the non objection. Yours truly, Kevin Redden FarmWorks Investment Co-operative Limited Form 1: Offering Document (under the Community Economic-Development Corporations Regulations)
FarmWorks Investment Co-operative Limited Office: 70 Eden Row, Wolfville, RR2, NS, B4P 2R2 Phone: 902-542-3442, 902-670-3660 Email: lbest@ns.sympatico.ca Subscribers may cancel their purchase of Shares by notifying the Issuer in writing no later than midnight on the 2nd day, exclusive of Saturdays, Sundays and holidays, after the completed subscription agreement has been received by the Issuer.
Glossary In this offering document: 1. “Act” means the Securities Act; 2. “Association” means an association as defined in the Co-operative Associations Act; 3. “CEDC” means a Community Economic-Development Corporation; 4. “CEDC Regulations” means the Community Economic-Development Corporation Regulations made under the Act; 5. “Community Economic-Development Corporation” means a Corporation or Association that meets the criteria prescribed by the regulations made under the Equity Tax Credit Act and is registered as a Community Economic-Development Corporation by the Minister of Finance under Section 11 of the Equity Tax Credit Act; 6. “Community Economic-Development Plan” means the community economic-development plan proposed by the Issuer that contains the information prescribed by the regulations made under the Equity Tax Credit Act; 7. “Corporation” means a corporation that is incorporated under the laws of the Province of Nova Scotia, another province of Canada or Canada and that has its head office located in the Province of Nova Scotia; 8. “Finders” means persons who, for compensation or without compensation, act as intermediaries in making introductions in furtherance of this Offering; 9. “Issuer” means FarmWorks Investment Co-operative Limited, the CEDC that is making this Offering; 10. “Investee Corporation” means an enterprise partially or fully funded by FarmWorks Investment Co-operative Limited in which the Issuer proposes to invest or has invested 20% or less of the net proceeds of this Offering or net proceeds of previous offerings and of which all or substantially all of the fair market value of the property is attributable to property used in an active business; 11. “Offering” means this offering of Shares of the Issuer; 12. “Promoter” has the same meaning as in the Act, except that in accordance with subsection 3(3) of the CEDC Regulations no individual is considered as a promoter of the Issuer unless that individual is a promoter at the time this offering document is filed with the Director of Securities; 13. “Securities Rules” means the rules of the Nova Scotia Securities Commission made under the Act; 14. “Security holder” means a person or company who owns shares of the Issuer; 15. “Selling Agent” means a person listed in item 11(a) of this offering document; 16. “Shares” means Common Shares in FarmWorks Investment Co-operative Limited that qualify as a specified issue as defined in subclause 2(k)(iii) of the Equity Tax Credit Act. Table of Contents Cautions................................................................................................................................... (page 5) The Offering............................................................................................................................. (page 6) Risk Factors.............................................................................................................................. (page 6) Plan of Distribution................................................................................................................... (page 7) The Issuer................................................................................................................................ (page 10) Business and Properties of an Issuer that is a Corporation........................................................ (page 11) Specified Investments in Eligible Local Business Entities by an Issuer that is a Corporation............................................................................................. (page 12) Business and Properties of an Issuer that is an Association....................................................... (page 12) Capital Structure...................................................................................................................... (page 14) Use of Proceeds....................................................................................................................... (page 15) Financial Forecasts or Projections............................................................................................. (page 16) Dividends, Distributions and Redemptions............................................................................... (page 16) Promoter of the Issuer.............................................................................................................. (page 16) Officers of the Issuer................................................................................................................ (page 21) Directors of the Issuer.............................................................................................................. (page 23) Key Personnel of the Issuer..................................................................................................... (page 27) Principal Security Holders........................................................................................................ (page 28) Management Relationships, Transactions and Remuneration.................................................. (page 30) Litigation................................................................................................................................ (page 31) Canadian Income Tax Considerations...................................................................................... (page 31) Material Contracts.................................................................................................................. (page 33) Financial Statements.............................................................................................................. (page 34) Continuous Reporting Obligations............................................................................... .......... (page 34) Restrictions on Resale of Securities................................................................................... .... (page 34) Rights of Action..................................................................................................................... (page 35) Certificate............................................................................................................................. (page 39) PAGE 5 The Nova Scotia Securities Commission has not assessed: · the reasonableness or merit of the Issuer or the Offering; · whether the Issuer has sufficient financing and managerial expertise to accomplish its stated objectives; · whether management of the Issuer has the reputation and commitment to conduct the Issuer’s business with integrity and in the best interest of the Security holders; · whether the Promoters and management of the Issuer are receiving unconscionable benefits at the expense of the Security holders; or · whether any financial forecast or projection contained in this offering document has a reasonable basis; Investment in small business involves a high degree of risk, and investors should not invest any funds in this Offering unless they can afford to lose a substantial portion of their investment. Potential investors should read all of this offering document, particularly the risk factors on page 6.
Potential investors should review the information concerning the background of the Issuers officers, directors and other key personnel and consider whether or not these persons have adequate background and experience to develop and operate the Issuer and to make it successful. In this respect, the experience and ability to manage are often considered among the most significant factors in the success of a business.
After reviewing the “Use of Proceeds” on page 15 potential investors should consider whether the amounts available for future development of the Issuer’s business and operations will be adequate.
A Security holder may have rights of rescission or an action for damages in circumstances that are described in this offering document beginning on page 35.
There is no organized market through which the Shares may be sold. It may be difficult or even impossible for the investor to sell them.
Potential investors should also consult their professional advisors before investing.
This offering document, together with the documents incorporated in it by reference and forming part of it, and the attachments to it, contain all of the representations by the Issuer concerning this Offering, and a person must not make different or broader statements than those contained in it. Investors are cautioned not to rely on any information not expressly set forth in or attached to this offering document.
All promotional material is incorporated by reference into this offering document in accordance with Section 15 of the CEDC Regulations. This offering document, together with financial statements and other attachments, consists of a total of 40 pages. PAGE 6 1. (a) The Shares being offered are: Fully paid, newly issued voting common shares that are non-retractable, non-redeemable, non-convertible shares and not restricted in profit sharing or participation upon dissolution. The price per share is $100 (One hundred dollars). (b) The minimum number of shares to be purchased by each subscriber under this Offering is: The minimum share purchase under this Offering is: 1 share for $100 (c) Is the CEDC concurrently distributing or contemplating another distribution of securities within the next 12 months, if so please provide full details: Yes, a further offering in 2012 intended to raise a minimum of $200,000 to invest in food-related businesses will be contemplated. 2. The offering price was established arbitrarily by the Issuer 3. Maximum number of Shares offered: 5,000 4. Total proceeds if maximum sold: $500,000 5. Minimum number of Shares offered: 1,000 6. Total proceeds if minimum sold: $100,000 7. Reasons for the selection of the minimum number of Shares offered: It is anticipated that significant promotion will be required to raise awareness of the benefits of investing in the newly formed FarmWorks Investment Cooperative. However, operating as a “blind pool”, even if the minimum 1,000 shares are sold, the Fund will be able to invest effectively. 8. Minimum number of investors required: The minimum number of investors required is 25. 9. Total estimated costs of the Offering: Minimum $4,000, maximum $20,000 PAGE 6 10. The following, listed in order of importance, are the factors that the Issuer considers to be the most substantial risks to an investor in this Offering in view of all known facts and circumstances (i.e., those factors that constitute the greatest threat that the investment will be lost in whole or in part, or not provide an adequate return). a) The FarmWorks CEDIF has not yet made investments. A Chartered Business Valuator is not in a position to prepare a report on the value of any investments owned by the CEDIF. b) Every individual shareholder will only have one vote on the Board of the Investor Co-operative. c) The investments made by the Fund will have returns which are directly attributable to the performance of the Investees. Investments which were prudent at the time of investment may not prove profitable over the term during which they are maintained. d) Another risk factor considered to be potentially material to an investor is the opportunity cost of capital should the offer not close. Depending upon the dates involved in the offering, an investor who chooses this investment may lose the opportunity to invest in another tax-assisted investment in the first 60 days of the year. e) FarmWorks Investment Co-operative Limited is a new Fund, and while some members of the Board and Advisors have business and professional skills that will decrease the risks associated with placement of equity investments, there are nevertheless risks associated with the performance of the Fund. In addition to the above risk factors, potential investors should consider the following risk factors before they decide to purchase the Shares being offered: f) The Shares are speculative in nature. An investment is appropriate only for investors who are prepared to have their money invested for a long period of time, and who have the capacity to absorb a loss of some or all of their investment. g) There is no organized market through which the Shares may be sold. Therefore, investors may find it difficult or even impossible to sell their Shares. h) There are restrictions on the resale of the Shares. See item 57 for details. i) The Issuer may not achieve a level of profitability to permit dividends to be paid. Investors should not count on any return from these Shares. j) Investors who deposit the Shares in a self-directed RRSP should not depend on selling the Shares or income from the Shares to fund their retirement. k) Tax laws frequently change. l) If the closing date for the offering under which a Subscriber purchases shares is within 60 calendar days after a calendar year end, the subscriber has the option to apply the equity tax credit first to either the previous or current taxation year. Unused amounts may be carried back three years or forward seven years. m) The equity tax credit may only be used as a credit against Nova Scotia provincial taxes payable. The credit is not refundable. n) The Equity Tax Credit program expires on February 29, 2012 and there is no guarantee that ETC program may be continued beyond this date. PAGE 7
Plan of Distribution 11. (a) The following people are the Selling Agents authorized to sell Shares under the Offering:
11. (b) The following people are the Finders under the Offering:
12. (a) The Issuer is providing compensation to selling agents but not to Finders. Selling agents will receive a commission of 3% on the sale of shares. The Commission is taken from pooled amount of purchases. Therefore, the commission is an expense of the Issuer and is paid indirectly by all investors. (b) The Issuer will not indemnify the selling agents or Finders against liabilities, if any, under the securities laws. (c) A Selling Agent cannot concurrently act in that capacity in more than 2 offerings in distribution under the CEDC Regulations. 13. Description of material relationship between any of the selling agents or Finders and the Issuer or its management:
Note: After reviewing the amount of compensation to the Selling Agents or Finders for selling the Shares, and the nature of the relationship between the Selling Agents or Finders and the Issuer, a potential investor should carefully consider the following points when evaluating any recommendation by the Selling Agents or Finders to buy the Shares:
(a) amount of compensation received by the Selling Agents will be 3% and Finders will not receive compensation to sell the shares; (b) the nature of the relationship between the Selling Agents or Finders and the Issuer (see above); and (c) unlike most securities offerings, the Selling Agents and Finders are not required to be registered under the Act to trade securities and therefore, when investors purchase the Shares through unregistered Selling Agents or Finders, they should be aware that: (i) they will not have the protections afforded by certain requirements and standards imposed on “registrants” under the Act, including proficiency standards, reporting requirements, “know your client” requirements and “suitability” requirements; and (ii) unregistered Selling Agents and Finders are generally prohibited by the Act from giving investment advice to potential investors unless permitted to do so by an exemption expressly set out in the Act or granted by the Nova Scotia Securities Commission under the Act. Please refer to items 45, 51(b) and 54 for additional information on the relationship between parties. 14. Procedure by which investors subscribe for Shares under the Offering: Information will be available in the Offering Document and other permitted promotional materials available from the Selling Agents and the Finders as well as on the FarmWorks Investment Co-operative Limited website. Public meetings will be arranged. Investors will make cheques or money orders (cash is not acceptable) payable to Valley Credit Union “in Trust” for FarmWorks Investment Co-operative Limited. If the offering successfully closes, the “in trust” monies will be transferred to the banking account of FarmWorks Investment Cooperative Limited. If the offering does not successfully close, the “in trust” monies will be returned to the investors. Note: Subscribers may cancel their purchase of Shares by notifying the Issuer in writing no later than midnight on the 2nd day, exclusive of Saturdays, Sundays and holidays, after the completed subscription agreement has been received by the Issuer. 15. The subscription funds will be held in trust by Valley Credit Union and will become available to the Issuer only after the conditions of closing described below have been met and the Offering has closed. 16. The following are conditions of the initial closing of this Offering:
(a) the Issuer has received the minimum offering amount of $100,000 in cheques or bank drafts that are in the possession of the Trustee; (b) all material contracts have been signed, and all material consents of third parties have been obtained; (c) all necessary and required certificates under the Equity Tax Credit Act and its regulations and other applicable laws have been obtained and are current, including: (i) a non-objection letter issued by the Director of Securities that has not been subsequently revoked; and (ii) an Equity Tax Certificate that has not lapsed or been revoked by the Minister of Finance; (d) at least 25 shareholders have subscribed (in accordance with item 8); (e) all subscription funds are in the possession of the Trustee. 17. A waiver was granted, by the Director of Corporate Finance, on October 25, 2011 to extend the 90 day closing requirement provided that the minimum offering amount and all other conditions of the initial closing must be achieved on or before 29/02/12. 18. If the minimum offering amount and all other conditions of the initial closing are not achieved on or before the date specified in item 17, and no extension has been granted by the Director, the Offering will be withdrawn and all of the proceeds of subscription, without interest, will be returned to the subscribers no later than 30 days after the date that the Offering was to close. 19. The following are conditions of each subsequent closing of this Offering: (a) there has been no material change in material contracts referred to in item 16(b); (b) all necessary and required certificates under the Equity Tax Credit Act and its regulations and other applicable laws have been obtained and are current, including (i) a non-objection letter issued by the Director of Securities for the initial and any subsequent sales that has not been revoked, and (ii) an Equity Tax Certificate that has not lapsed or been revoked by the Minister of Finance; (c) all subscription funds are in cheques or bank drafts and in the possession of the Trustee. PAGE 10 The Issuer 20. Issuer’s exact name as it appears in its incorporating document: Name of CEDC: FarmWorks Investment Co-operative Limited Jurisdiction and date of incorporation: Nova Scotia, May 17, 2011, Registry #3254330 Address of registered office: 70 Eden Row, Wolfville RR2, B4P 2R2, NS Address of principal business address: 70 Eden Row, Wolfville RR2, B4P 2R2, NS Issuer’s telephone number: 902-542-3442 Contact person at Issuer with respect to the Offering: Linda Best Telephone number & e-mail of contact person: 902-542-3442, lbest@ns.sympatico.ca Fiscal year end: (month/day) December 31 PAGE 11 Note: If the Issuer proposes to invest or has invested 20% or more of the net proceeds of the total offerings to date or of the contemplated offering in an Investee Corporation, the most recent financial statements of the Investee Corporation must be attached and form part of this document. 21. With respect to the business of the Issuer and its properties, (a) Description of the business(es) the Issuer or Investee Corporation now operates and proposes to operate: Not applicable (b) Description of how these products or services are to be produced or rendered and how and when the Issuer intends to carry out its activities: Not applicable (c) Industry in which the Issuer or Investee Corporation is selling or expects to sell its products or services: Not applicable (d) Nature and extent of federal, provincial and municipal regulations to which the Issuer’s or Investee Corporation’s business, products or properties are subject: Not applicable (e) Number and types of employees of the Issuer or Investee Corporation, and number and type of employees it anticipates it will have within the next 12 months: Not applicable (f) Description of principal properties owned or leased by the Issuer or the Investee Corporation, and properties the Issuer or Investee Corporation intends to acquire in the next 12 months: Not applicable (g) Name, business purpose and ownership details for each subsidiary of the Issuer or Investee Corporation: Not applicable (h) Summary of material events (those that are fundamental to business and day-to-day operations) in the development of the Issuer or Investee Corporation during the last 5 years or whatever shorter period the Issuer has existed: Not applicable PAGE 12 Note: If the Issuer proposes to invest or has invested 20% or more of the net proceeds of the total offerings to date or of the contemplated offering in an Investee Corporation, the most recent financial statements of the Investee Corporation must be attached and form part of this document. Investment into Investee Corporations will not be contemplated until the Offer has successfully closed. 22. (a) Restrictions on investments as described in the Issuer’s constitution: Not applicable (b) The Issuer’s investment strategy and objectives as set forth in the Issuer’s Community Economic-Development Plan: Not applicable (c) Intended specified investments in eligible local business entities that the Issuer plans to make with the proceeds of the Offering, and how they fall within the Issuer’s Community Economic-Development Plan: Not applicable (d) The Issuer does / does not have an exit strategy for the investments. Not applicable Potential investors should note that if specified investments in eligible local business entities are not described in this offering document, the Issuer must make those investments in compliance with Section 20 of the CEDC Regulations. PAGE 12 NOTE: If the Issuer proposes to invest or has invested 20% or more of the net proceeds of the total offerings to date or of the contemplated offering in an Investee Corporation, the most recent financial statements of the Investee Corporation must be attached and form part of this document. 23. With respect to the business of the Issuer and its properties: (a) Description of the business(es) the Issuer now operates and proposes to operate: Not Applicable (b) Description of how these products or services are to be produced or rendered and how and when the Issuer intends to carry out its activities: Not Applicable (c) Industry in which the Issuer is selling or expects to sell its products or services: Not Applicable (d) Nature and extent of federal, provincial and municipal regulations to which the Issuer’s business, products or properties are subject: Not Applicable (Item 24 must be completed by an Issuer that is an Association that has a constitution that restricts it to investing in eligible investments in accordance with the regulations made under the Equity Tax Credit Act.) Note: If the Issuer proposes to invest or has invested 20% or more of the net proceeds of the total offerings to date or of the contemplated offering in an Investee Corporation, the most recent financial statements of the Investee Corporation must be attached and form part of this document. 2. The business must operate in accordance with applicable laws and bylaws. · at least 25% of salaries and wages are paid in Nova Scotia · assets (including affiliates) less than $25 million · 90% or more of the fair market value of the property is used in active business or shares of the association that would be an eligible business if it made an application under the Act · the business undertakes or carries on business or operations in any activity prescribed by regulations · the business is not the professional practice of an accountant, dentist, lawyer, medical doctor, veterinarian or chiropractor. (b) Issuer’s investment strategy and objectives as set forth in its Community Economic- Development Plan: The mission of the Issuer is to promote, and provide, strategic and responsible community investment in food production and distribution to increase access to a sustainable local food supply for all Nova Scotians. Investments gained through the FarmWorks Community Economic Development Fund will be used to provide equity and subordinated debt funding to sustainable farms and food-related businesses to help increase the supply of local food, and the level of agricultural and related economic activity. The Investment Advisory Committee will assist the Board in reviewing applications. The Board will assess all applications and make final decisions on specific entities for investment. The Investment Advisory Committee consists of individuals external to the Board from whom advice will be sought prior to investment decisions being taken. They are Gordon Caldwell – partner Grant Thornton; Jeff Moore – Past CEO of Just Us Coffee Roasters; Gordon Michael – Past Executive Director of Farmers’ Market Investment Co-operative; David Upton – Community Business Development Corporation; Jonathan McClelland – NS Co-operative Council; Av Singh – Organic and Rural Specialist, NS Department of Agriculture; Paul Eyking - Truleaf Sustainable Agriculture; Thomas Krausse – Dandelion Community Investments; Gary Morton – Morton Horticultural Consultants. Objectives: (c) The Issuer intends to make the following specified eligible investments with the proceeds of the offering: At the present time the Board of Directors has not decided to invest in specific businesses. (d) The Issuer does/does not have an exit strategy for the investments. The Issuer does not have an exit strategy for the investments. Potential investors should note that if specific eligible investments are not described in this offering document, the Issuer must comply with Section 20 of the CEDC Regulations. PAGE 14 25. The following table describes the authorized capital of the Issuer: Name of Security Description of Attributes C Common Shares Par Value of $100 (one hundred dollars) One vote per Shareholder Non-redeemable Non-convertible Non-retractable Not restricted in profit-sharing or participation upon dissolution
PAGE 15 27. The funds raised in the Offering will be used as indicated in the following table
28. The proceeds set forth under the column “If Minimum Sold” will be used in the following order of priority: Proceeds will be used for payment of the costs of the issue and the rest will be invested in farms and food-related businesses. The Board of Directors will assess all applications and make final decisions on specific local business entities for investment. 29. Amounts and sources of material amounts of funds from other sources than the Offering that are to be used in conjunction with the proceeds from the Offering: No funds from other sources will be used in conjunction with the proceeds of this offering. 30. Financial problems the Issuer is having or anticipates having within the next 12 months: The issuer does not have and does not anticipate any cash flow or liquidity problems. The issuer is not in default or in breach of any note, loan, lease or other indebtedness or financing arrangement requiring the issuer to make payments. 31. The proceeds from the Offering will satisfy the Issuer’s cash requirements for the next 12 months, and it will / will not be necessary to raise additional funds: Proceeds from this offering will satisfy the Issuer’s cash requirements for the next 12 months. PAGE 16 32. Description of assumptions used in making the future-oriented financial information found on page: No future-oriented projections are available. PAGE 16 33. Particulars of the Issuer’s dividend policy: Dividends will be based upon the performance of the Fund; the dividends will be paid at the discretion of the management of the Issuer. 34. Details of dividends and other distributions paid by the Issuer to its security holders during the last 5 years: This is a new fund. PAGE 16 35. The Promoters of the Issuer are: Name: Linda M Best Business street address: 70 Eden Row. Wolfville, NS, B4P 2R2 Business telephone number: (902)542-3442 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Helicobacter Research Lab, Gastroenterology Department, CDHA, Principle Investigator, Research and Supervision of students, 1995 – Present Alderbrook Sales, Proprietor, Business Consulting, 1986 – Present Education (degrees, schools and dates): BSc, Acadia University, 1966 Nature of projects during the last 5 years if not described above: Presenter, First Author, Research on Helicobacter pylori infection and antibiotic resistance Founding Member and Executive Member, Nova Scotia Food Policy Council Founding Member, FarmWorks Investment Co-operative Limited Consulting to food-related organizations Founding Member of FarmWorks Investment Co-operative Limited Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 20 hours per week Name: Alison Scott Butler Business street address: 451 Ross Creek Road, RR3, Canning, NS, B0P 1H0 Business telephone number: (902) 582-2520 Business fax number: (902) 582-1241 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Self-employed, Alison Scott Butler, Barrister and Solicitor, QC, Law Practice: Property, Small Business, Wills, Estates; 1974 - Present Education (degrees, schools and dates): BA University of Western Ontario 1970 LLB Dalhousie University 1974 LLM Dalhousie University 1990 Nature of projects during the last 5 years if not described above: Ross Creek Herb and Flower Gardens – Production of vegetables, herbs and berries to promote local agriculture and education Founding Member of FarmWorks Investment Co-operative Limited Consulting to food-related organizations Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters if less than full time: 10 hours/week Name: Ann Anderson Business street address: 27 Pleasant Street, Wolfville, NS, B4P 1M6 Business telephone number: (902) 542-0572 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Retired 2004 Education (degrees, schools and dates): Certificat en Androgogie, Université Laval, Quebec, 1993 Honours BSc, Queen’s University, Kingston, Ontario, 1962 Nature of projects during the last 5 years if not described above: Founding Member and Vice-chair FarmWorks Investment Co-operative Limited Founding Member of Wolfville Community Fund (Community Foundation of Nova Scotia) 2009 Member Steering Committee Annapolis Valley Chapter of the Council of Canadians since 2005 Writing - Permaculture for the Suburban Gardener. Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 10 hours/week Name: Carol Harris Business street address: 3 Prince Street, Wolfville, NS, B4P 1P7 Business telephone number: (902) 542-3400 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: University of Victoria, Professor of Educational Leadership, focusing on Organization Theory and Philosophy, 1993-2006 University of Victoria, Researcher in 5 coastal communities of NL, funded by the Social Sciences and Humanities Research Council of Canada, Present University of Victoria, Professor Emerita, 2006-2011 Acadia University, Adjunct Professor, 2009-2011 Education (degrees, schools and dates): Dip. Music, BA, Acadia University, 1961 Dip. Education, University of Ceylon, 1971 M.Ed, Memorial University, 1984 Graduate diploma in Music Education, University of Calgary, 1984 Ed.D, University of Toronto/OISE, 1991 Nature of projects during the last 5 years if not described above: Researcher, Food Connections in a Globalized Economy (3 academic papers, liaisons with 3 schools/communities) , Present Executive member (President and Secretary) of Kings Hants NDP Riding Association, 2008 – 2011 Candidate for Federal New Democrats, 2007 – 2008 Choral director, Tatamagouche Area Singers (community choir), 2006 – 2010 Scholarly writing (5 book chapters, 2 contributions to collected work, 3 refereed journal articles, and 4 conference papers); 5 public talks, 2006-2011 Principal Investigator, Outreach Grant, SSHRCC, “The Centrality of Communication in ICT” (as follow-up to Newfoundland study, 2002-2005), 2006-07 Founding Member of FarmWorks Investment Co-operative Limited Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 5 hours per week Name: Richard Melvin Business street address: 420 North Medford Rd, Canning, NS, B0P 1H0 Business fax number: (902) 582-3797 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Vice-president and Co-owner, Melvin Farms, production of fresh vegetables for Atlantic Canada, 1975 – present Education (degrees, schools and dates): NSAC with a diploma in Agricultural Engineering, 1975 Nuffield Farming Scholarship, Vegetable Production and Marketing as well as agricultural policy in Europe, 1983 Nature of projects during the last 5 years if not described above: Vice-president, Nova Scotia Federation of Agriculture, 2010 – present President, Nova Scotia Federation of Agriculture, 2008 – 2010 Founding Member and Chair of FarmWorks Investment Co-operative Limited Director of Acadia Centre for Small Business and Entrepreneurship Director, Feed Nova Scotia Director, Nova Scotia Potato Marketing Board Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 10 hours per week Name: Stephen Anderson Business street address: 1071 Ridge Road, RR1 Wolfville, NS, B4P 2R1 Business telephone number: (902) 697-3037 Business fax number: (902) 697-3055 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Acacia Consultants Canada Limited: food resource consultant, 1999 – present Food Economy Group, Partner and Senior Consultant: assessment of livelihoods and devising practical interventions to protect and improve access amongst poor populations, 1998 – present. Education (degrees, schools and dates): M.PA., Master of Public Administration-Specialization: Management & Policy for Developing Countries, Carleton University, Ottawa, Canada, 1989 BA, Bachelor of Arts (Honours) Sociology, University of Victoria, British Columbia, Canada, 1982 Nature of projects during the last 5 years if not described above: Professional partnership broker and mentor with the Overseas Development Institute (ODI) Founding Member of FarmWorks Investment Co-operative Limited Board member of NGO SamProject, Vancouver, BC, Canada Past board chair of Willpower Theatre Company (WTC), Wolfville, Nova Scotia (2007-2009) Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 5 hours per week Name: Mark Parent______________________ Business street address: 831 Pereau Road, Canning, NS, B0P 1H0 Business telephone number: (902) 582-1313 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Co-Minister Pereau Baptist Church 1999 - present MLA and Minister of Labour and Environment and of Agriculture 1999 – 2009 Education (degrees, schools and dates): BA, York University, 1976 M.Div., Acadia University, 1979 PhD, McGill University, 1990 Nature of projects during the last 5 years if not described above: Member Kentville Rotary Club Member National Roundtable on the Environment and the Economy Founding Member of FarmWorks Investment Co-operative Limited Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 5 hours per week PAGE 21 Officers of the Issuer The officers of the Issuer noted below are serving as members of the provisional board of directors. Within sixty days of the successful closing of this Offering, a first meeting of shareholders of the Issuer will be held and a permanent Board of Directors will be elected. 36. The Officers of the Issuer are: Name: Richard Melvin, Chair Business street address: 420 North Medford Rd, Canning, NS, B0P 1H0 Business fax number: (902) 582-3797 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Vice-president and Co-owner, Melvin Farms, production of fresh vegetables for Atlantic Canada, 1975 – present Education (degrees, schools and dates): NSAC with a diploma in Agricultural Engineering, 1975 Nuffield Farming Scholarship, Vegetable Production and Marketing as well as agricultural policy in Europe, 1983 Nature of projects during the last 5 years if not described above: Vice-president, Nova Scotia Federation of Agriculture, 2010 – present President, Nova Scotia Federation of Agriculture, 2008 – 2010 Founding Member and Chair of FarmWorks Investment Co-operative Limited Director of Acadia Centre for Small Business and Entrepreneurship Director, Feed Nova Scotia Director, Nova Scotia Potato Marketing Board Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 10 hours per week Name: Ann Anderson, Vice-chair Business street address: 27 Pleasant Street, Wolfville, NS, B4P 1M6 Business telephone number: (902) 542-0572 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Retired 2004 Education (degrees, schools and dates): Certificat en Androgogie, Université Laval, Quebec, 1993 Honours BSc, Queen’s University, Kingston, Ontario, 1962 Nature of projects during the last 5 years if not described above: Founding Member and Vice-chair FarmWorks Investment Co-operative Limited Founding Member of Wolfville Community Fund (Community Foundation of Nova Scotia) 2009 Member Steering Committee Annapolis Valley Chapter of the Council of Canadians since 2005 Writing - Permaculture for the Suburban Gardener. Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 10 hours/week Name: Linda M Best, Secretary Treasurer Business street address: 70 Eden Row. Wolfville, NS, B4P 2R2 Business telephone number: (902)542-3442 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Helicobacter Research Lab, Gastroenterology Department, CDHA, Principle Investigator, Research and Supervision of students, 1995 – Present Alderbrook Sales, Proprietor, Business Consulting, 1986 – Present Education (degrees, schools and dates): BSc, Acadia University, 1966 Nature of projects during the last 5 years if not described above: Presenter, First Author, Research on Helicobacter pylori infection and antibiotic resistance Founding Member and Executive Member, Nova Scotia Food Policy Council Founding Member, FarmWorks Investment Co-operative Limited Consulting to food-related organizations Founding Member of FarmWorks Investment Co-operative Limited Also a director of the Issuer? Yes X No . Amount of time to be spent on the Issuer’s matters, if less than full time: 20 hours per week PAGE 23 37. (a) There are nine directors of the Issuer, all of whom come from the community, as required by the regulations made under the Equity Tax Credit Act. (b) Two of the Directors of the Issuer are independent: Albert Clark Craswell and Sarah Story. They come from the community and are volunteer Members of the Board of Directors for FarmWorks Investment Co-operative Limited. Neither of them are officers, promoters, sales agents and key personnel to the Issuer or shareholders or members of any enterprises into which “blind pool” funds will be invested. 38. Information concerning each director of the Issuer, other than those already listed under the heading “Officers of the Issuer”: Name: Alison Scott Butler Business street address: 451 Ross Creek Road, RR3, Canning, NS, B0P 1H0 Business telephone number: (902) 582-2520 Business fax number: (902) 582-1241 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Self-employed, Alison Scott Butler, Barrister and Solicitor, QC, Law Practice: Property, Small Business, Wills, Estates; 1974 - Present Education (degrees, schools and dates): BA University of Western Ontario 1970 LLB Dalhousie University 1974 LLM Dalhousie University 1990 Nature of projects during the last 5 years if not described above: Ross Creek Herb and Flower Gardens – Production of vegetables, herbs and berries to promote local agriculture and education Founding Member of FarmWorks Investment Co-operative Limited Consulting to food-related organizations Name: Carol Harris Business street address: 3 Prince Street, Wolfville, NS, B4P 1P7 Business telephone number: (902) 542-3400 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: University of Victoria, Professor of Educational Leadership, focusing on Organization Theory and Philosophy, 1993-2006 University of Victoria, Researcher in 5 coastal communities of NL, funded by the Social Sciences and Humanities Research Council of Canada, Present University of Victoria, Professor Emerita, 2006-2011 Acadia University, Adjunct Professor, 2009-2011 Education (degrees, schools and dates): Dip. Music, BA, Acadia University, 1961 Dip. Education, University of Ceylon, 1971 M.Ed, Memorial University, 1984 Graduate diploma in Music Education, University of Calgary, 1984 Ed.D, University of Toronto/OISE, 1991 Nature of projects during the last 5 years if not described above: Researcher, Food Connections in a Globalized Economy (3 academic papers, liaisons with 3 schools/communities) , Present Executive member (President and Secretary) of Kings Hants NDP Riding Association, 2008 – 2011 Candidate for Federal New Democrats, 2007 – 2008 Choral director, Tatamagouche Area Singers (community choir), 2006 – 2010 Scholarly writing (5 book chapters, 2 contributions to collected work, 3 refereed journal articles, and 4 conference papers); 5 public talks, 2006-2011 Principal Investigator, Outreach Grant, SSHRCC, “The Centrality of Communication in ICT” (as follow-up to Newfoundland study, 2002-2005), 2006-07 Founding Member of FarmWorks Investment Co-operative Limited Name: Stephen Anderson Business street address: 1071 Ridge Road, RR1 Wolfville, NS, B4P 2R1 Business telephone number: (902) 697-3037 Business fax number: (902) 697-3055 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Acacia Consultants Canada Limited: food resource consultant, 1999 – present Food Economy Group, Partner and Senior Consultant: assessment of livelihoods and devising practical interventions to protect and improve access amongst poor populations, 1998 – present. Education (degrees, schools and dates): M.PA., Master of Public Administration-Specialization: Management & Policy for Developing Countries, Carleton University, Ottawa, Canada, 1989 BA, Bachelor of Arts (Honours) Sociology, University of Victoria, British Columbia, Canada, 1982 Nature of projects during the last 5 years if not described above: Professional partnership broker and mentor with the Overseas Development Institute (ODI) Founding Member of FarmWorks Investment Co-operative Limited Board member of NGO SamProject, Vancouver, BC, Canada Past board chair of Willpower Theatre Company (WTC), Wolfville, Nova Scotia (2007-2009) Name: Mark Parent______________________ Business street address: 831 Pereau Road, Canning, NS, B0P 1H0 Business telephone number: (902) 582-1313 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Co-Minister Pereau Baptist Church 1999 - present MLA and Minister of Labour and Environment and of Agriculture 1999 – 2009 Education (degrees, schools and dates): BA, York University, 1976 M.Div., Acadia University, 1979 PhD, McGill University, 1990 Nature of projects during the last 5 years if not described above: Member Kentville Rotary Club Member National Roundtable on the Environment and the Economy Founding Member of FarmWorks Investment Co-operative Limited Name: Sarah R. Story___________________ Business street address: 3 Blomidon Terrace, Apt 2, Wolfville, NS, B4P 2G7 Business telephone number: (902) 542-3551 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Acadia University, Academic Researcher and Assistant: research, writing, conducting interviews, communication and presentation; 2007 - present Acadia University, Coordination and Management: New England Planters Conference; 2009 – 2010 Acadia University, Tutoring Services: coaching students; current Canadian Federation of Students at Selkirk College, coordinator and educator: organized student services; 2007 – 2008 Education (degrees, schools and dates): BA (Honours), Acadia University, 2011 Associate of Arts, Selkirk College, 2008 Nature of projects during the last 5 years if not described above: International Day of Peace Event, Guest Panellist, Sept 2011 Wolfville Transportation Study Participant May 2011 Executive Member; Acting Vice-President, Kings South NDP, 2009-Present Active Member, Council of Canadians, Wolfville, 2009-Present Student Volunteer, Acadia Women’s Centre, 2008-2009 Student Representative of Selkirk College Education Council, 2007-2008 Name: Albert C. Craswell________________________ Business street address: 39 Colonial Crescent, New Minas, NS, B4N 4M6 Business telephone number: (902) 681-6681 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Nova Agri Inc., Chief Operating Officer: responsibility for packing, storage and food safety; 2006 - 2010 Education (degrees, schools and dates): Three years towards BBA, UPEI, 1973- 1976 Nature of projects during the last 5 years if not described above: Hants Kings CBDC, Director, current Agri-Futures, Director, 2003- 2009 NS Department of Education, Advisor - workplace education, until 2006 NS Community College, Advisor, until 2006 Director of Flower Cart New Minas 1997 - 2006. PAGE 27 Key Personnel of the Issuer 39. The key personnel of the Issuer (i.e., those essential to the operations of the Issuer) who are not already named as officers, directors or promoters, are: Richard Melvin, Chair: Ann Anderson, Vice-chair; Linda Best, Secretary Treasurer; and Name: Gordon Caldwell____________ Business street address: 15 Webster Street, PO Box 68, Kentville, NS, B4N 3V9 Business telephone number: (902) 678-7307 Business fax number: (902) 679-1870 Names of employers, titles and dates of positions held during the last 5 years with an indication of job responsibilities: Grant Thornton LLP, Partner, Assurance and Business Advisory Services 40. Description of arrangements to ensure that each key person will remain with the Issuer and on termination of their relationship with the Issuer will not compete with the Issuer: Key persons Richard Melvin, Ann Anderson and Linda Best have signed a document stating that they will remain with the Issuer until a new Board is elected and that they will not compete with the Issuer for a period of five years. There are no arrangements to insure that Gordon Cardwell will remain with the Issuer. 41. Details of any experience that the officers, directors or other key personnel of the Issuer have in working for or managing a company (including a separate subsidiary or division of a larger enterprise) in the same business as the Issuer: None of the officers or directors or key personnel have worked in or managed a company in the same business as the Issuer. 42. Details of any experience that the officers, directors or other key personnel of the Issuer have in managing any other business in the start-up or development stage: Richard Melvin has operated Melvin Farms since 1975 with his brother and new divisions and product development are on-going. Linda Best started a pick-your-own orchard in 1973 which was in operation until 1986 at which time she started Frame Plus Art which in two years grew to include three stores with 10 employees and sales of $220,000. As a Medical Research Principle Investigator she developed the Helicobacter Research Laboratory and attracted over $500,000 in funding. Alison Scott Butler started her legal firm and established Ross Creek Flower and Herb Gardens. She has been instrumental in the success of a number of businesses start-ups. Stephen Anderson developed Acacia Consultants and has extensive experience in network facilitation and capacity development within the emerging aid effectiveness agenda. In 2010 he led a series of country strategy design missions for WFP in Cambodia, Bangladesh, Sri Lanka and Ethiopia, and led the design of a capacity development strategy for World Food Program (WFP) Ethiopia. In 2007, he undertook a global analysis which analyzed the link between emergency assessments and decision making for WFP with ODI. He is a professional partnership broker and mentors students with the Overseas Development Institute (ODI). 43. Details of the engagement by the Issuer of any key personnel who are not employees but are consultants or other independent contractors: Gordon Caldwell is the financial advisor (not a registrant under the Securities Act {Nova Scotia]) for FarmWorks Investment Co-operative Limited and he is volunteering his time. 44. Details of any petition under the Bankruptcy and Insolvency Act (Canada) that has been filed within the last 5 years against any officer, director, key personnel or Promoter, or any appointment by a court within the last 5 years of a receiver or receiver-manager for the business or estate of any of those persons, or any partnership in which any of those persons was general partner, or any corporation or business association of which any of those persons was an executive officer: No petition under the Bankruptcy and Insolvency Act has been filed against any officer, director, key personnel, or promoter, nor has a receiver or receiver-manager been appointed by a court for the business or estate of any such persons, or any such partnership in which any such persons was general partner, or any corporation or business association of which any such person was an executive officer in the last 5 years. Principal Security Holders 45. The principal security holders of the Issuer (those who beneficially own directly or indirectly 10% or more of any securities of the Issuer presently outstanding) are as follows:
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