Earlston Management Corp. provides management, administrative, regulatory and accounting services to both private and publicly traded companies. With a primary emphasis on mining and exploration companies, the management team is also well versed in areas of asset backed lending, capital pool companies, corporate restructuring, natural resources and real estate sectors.
We offer the following services that are tailored to match the needs to shell companies and small to mid-sized reporting issuers:
Corporate Secretarial Services
Continuous Disclosure and regulatory filings, including but not limited to:
- Monitoring of regulatory filing deadlines and ensuring timely filings are made;
- Drafting and filing and dissemination of all news releases and material change reports;
- Drafting and preparation of all Annual General Meeting materials;
- SEDAR filing services; and
- Insider filing services (SEDI).
- Acting as recording secretary for all Board and Committee meetings; and
- Drafting of all meeting minutes.
- Maintenance of corporate filing system for each Company;
- Maintenance of the Company’s minute book (including an electronic copy for ease of reference and for due diligence purposes);
- Maintenance of all corporate governance materials, including all mandates, charters policies and job descriptions;
- Maintenance of stock option and warrant registers;
- Preparation of all agreements (including stock options, warrant certificates, subscription agreements) for review by legal counsel;
- Private placements services;
- Liaising with legal counsel; and
- Preparation and organization of all annual meeting materials.
Stock Exchange Compliance
- Experience with Toronto Stock Exchange (TSX), TSX Venture Exchange (TSX-V), Canadian Stock Exchange (CSE) and US and UK stock exchanges; and
- Creation and submission of monthly TSX SecureFile reports and all required TSX-V required reports (ie: Form 4G).
- Author/Review National Instrument 43-101 compliant technical reports where applicable;
- Act as Qualified Person (“QP”) under National Instrument 43-101 where applicable;
- Technical advisory services specializing in mineral resource assets; and
- Advisory services on going public transactions from Capital Pool Company Qualifying Transactions to Reverse Take Overs of existing public traded companies.
Financial Accounting & Reporting
- Preparing IFRS-compliant interim and annual financial statements, note disclosures and MD&A, including supporting working papers and certifications;
- Liaising with a company’s auditor and other parties in the audit or interim review process to facilitate an efficient audit/review with the objective of containing fees; and
- Filing required financial reports, certifications and other accompanying documents on SEDAR and EDGAR.
Invoice Processing and Cash Management
- Receiving and summarizing invoices from client vendors and service providers, as well as employee expense reports, for payment approval;
- Preparing cheques and electronic payments for approval;
- Payment disbursements;
- Reconciling bank statements to accounting cash balances; and
- Preparation and filing of GST/HST returns.
- Maintenance of the general ledger;
- Preparing and posting journal entries, including non-standard entries such as stock-based compensation; and
- Preparation and review of trial balances and supporting schedules.
- Liaising with third party service providers to manage the preparation and filing of income tax returns.
- Through a third-party payroll service provider, processing scheduled payroll and non-standard bonus or other payments in accordance with client instruction;
- Payment of directors’ fees;
- Remittance of employment withholdings to the Canada Revenue Agency;
- Managing stock option plans, including the calculation and remittance of tax withholdings; and
- Managing the preparation and distribution of T4 slips.
- Assistance with the accounting and reporting for reverse take-overs or other business combinations, including the preparation of pro-forma financial statements, asset or business carve-outs, as well as coordinating the review of such information by auditors;
- Assistance with Sarbanes-Oxley, Bill 198 or other risk management or governance programs; and
- Assistance with budgeting.
- Word Processing including formatting of all financial statements, press releases, material change reports, proxy materials, technical reports etc; and
- Mail collection and forwarding.