How to value a business using valuation and appraisal principles for $1,000 to $5,000
Business Valuation business valuation for small business - under 20 million sales often referred to as evaluation appraisal
or assessment survey of goodwill guide estimation calculator or judgment of the cash flow.

Valuation and Appraisal is Our Full Time Business.

CLICK HERE to watch a short video clip about what we do.
(2 minutes 22 seconds)

Appraisals to Support Litigation


How to Value a Business
Generally $1,000 to $5,000.  Call for exact pricing for your situation.

We wrote the book on 25 Factors Affecting Business Valuation.
Now available on Amazon, or download on Kindle.

Need a Bulletproof Business Valuation?

"I greatly appreciate the work Eric did on the Valuation of my company. It stood up in court. The Judge soundly admonished the bv who tried to contradict Eric's valuation."

A solid win in court where the client receives both victory and money is real world validation. Court of Queen’s Bench Calgary, Alberta - Court File Number 1601-15411 - Filed May 9, 2017.

Second Opinion on a Questionable Valuation?

We find that most small business valuators concentrate on asset, market and income approaches developed in the 1970’s. These are generally easy to defeat in 2017 as most businesses are now made up of 50% or more in intangible assets that these valuators neglect, or have no means to properly measure.

Note that winning in court is not a guarantee and will require a lawyer with
knowledge, expertise, wisdom and skill in dealing with intangible asset value.

Business Valuations and Appraisals Certified by Eric Jordan CPPA
* Appraisals to Support Litigation * Special Expertise in Intangible Assets *
$1,000 to $5,000 - Prepared in approximately one week, depending on your need.
The niche we serve is Small Business Valuations with special expertise in understanding
intangible assets that are often missed as they don't show up on the Balance Sheet.


This is the key Point: If someone is presenting or proposing a valuation without taking these factors into consideration, the valuation number is likely to be misleading and almost certainly not accurate for a small business.

  • Financials
  • Return on Investment
  • How has R&D been accounted for?
  • Shareholder Agreement (if one exists)
  • Value of Employees
    (cost of recruitment and training as a group)
  • Client Base and cost to rebuild
  • Value of Supply Chain
  • Value of Distribution Network if one exists
  • Internet Presence and Use (social network)
  • Dominance if any in the marketplace
  • Knowledge Base of Owner and Employees
  • Processes and Procedures Documentation
    (How well are all aspects of the company documented?)
  • Industry Averages
  • Lease Terms
  • Leasehold Improvements
  • Equipment
  • Inventory
  • Risk
  • Currency Fluctuations and Geopolitical Considerations
  • Opportunity
  • Liquidity
  • Leverage - Cost of money.
    Is leverage applicable and if so at what risk?
  • Minority Interest (if applicable)
  • Special Interest Purchaser
    (Partners are also special interest purchasers as they have more knowledge, interest, and opportunity, with less risk than regular buyers.)
  • How well is the business/practice expected to function with changes in management? (if applicable)
Return on Investment is Always My First and Last Consideration

How Financials Can Be Deceiving:
(This is the kind of practical solution offered by our system.)

Accounting for tax purposes is totally different than interpreting financial statements for Business Valuation Purposes. Let us give you just one example: (Think Partnership or Divorce)

For tax purposes R&D is an expense in the year the R&D occurred. For the purpose of an accurate valuation the R&D should be amortized over a period of 5 to 12 years. HUGE DIFFERENCE.

The financials must be normalized to reflect proper treatment of R&D. If we didn’t do this a company could spend 95% (or all) of the profit on R&D and might successfully claim the company to be worth very little for a short period of time. Perhaps not fraud but certainly manipulation, depending upon the purpose. (Divorce or other partnership)

Eric Jordan, President
Free consultation.
Call or email now!

Click here to view Profiles of some of our clients in 2016:
Most are in Edmonton, Calgary, Vancouver or Toronto


Do you have a business friend who might like to learn Valuation?
5-25 years business experience a must.
Small investment required.

We have a business opportunity available for someone with at least 5 years successful business experience who would purchase our training and operate under license as an independent Business Valuator.  Being fluent in a second language may also be an asset. Call for details. 1 800 606 0310 or email Click the triangle below for an audio message and more information.

This can be an add-on business or a full time business operated from a home office. This is a relationship business. Everyone’s life is different. With this work you could choose to build your relationships with the accountants and lawyers in the eight nicer months; then work winter in a warmer climate with good Internet. You will need to fly out for two to three weeks of hands on training and the rest will be in your home town, on the job, phone, and Internet.

Trust Your Accountant and/or Lawyer

Show this information to your accountant and your lawyer. Ask them if they would refer clients to you if you were to take the training and work with us? Remember most of the work initially will done by us. I expect both your accountant and lawyer will tell you they could refer 1 to 3 clients per year. It is then a question of how many accountants and lawyers you can build relationships with. If you are not totally confident you could bring 12 to 15 clients in the first year you should not consider doing this.

Contact me for more information. I can send a valuation example and more details.
To be considered you must have at least 5 years of successful business experience.
If you truly enjoy learning and working with intangibles, this could be rewarding at many levels!

Eric Jordan (CPPA)
209 - 1027 Pandora Ave. Victoria, BC - 1 800 606 0310
Victoria - Vancouver - Edmonton - Calgary - Saskatoon - Regina - Winnipeg - Ottawa - Toronto
Fees range from $1,000 to $5,000 - Average $3,500

Business Valuator Services Available Across Canada 1-800-606-0310

Do You Want to Work
in the Valuation Field?

Listen to an audio message from Eric Jordan.

Become licensed to use our proprietary process in understanding the
25 most important Factors Affecting Value


Bring the judge a valuation based on experience and logic.


Are you insured for replacement costs of rebuilding a business after a loss including Intangible Assets? Have your insurer acknowledge and accept valuation prior to buying insurance.
• Value of recruitment and training of a group of employees to the position of cohesively working together as they were prior to the point of interruption, damage or loss.
• Value of rebuilding client base to where it was prior to the point of interruption, damage or loss.
• Value of reimplementation of systems and procedures in place prior to the point of interruption, damage or loss.

Banks are losing a lot of business these days to lenders who understand intangible assets. Define the value of your intangible assets. If your bank is not considering the value of your clearly defined intangibles you need to find an new lender who is better educated in your business model.

Our Valuations are generally half price or less than others. This is possible because we are more focused on Small Business Valuations and not working for Corporations.

The niche we serve is Small Business Valuations with special expertise in understanding intangible assets that are often missed as they don't show up on the Balance Sheet. In addition to Financial Statements I take into account; processes, procedures, value of supply chain, value of distribution network, knowledge base of owner and employees, value of employees (cost of recruitment and training as a group,) value of client base, Internet presence and use, documentation and risk.

The rate of return on the real Normalized Net Income is always the first and last consideration.

Value to who? The bank, the seller, the buyer; our valuations can include more than one.
How to value a business; the valuation or appraisal is a process.  Once we have all of the information we need, via the intake conference, your valuation report will be delivered to you in approximately one week. We refer to our evaluation as a Value Statement.


The view from an accounting perspective; relying on the the numbers created by the clients' existing accountant, then finding the real "normalized net income" through a proprietary process.

The Meaning of Words...

Looking from the insurance viewpoint and assessing risk to buyer.

From the point of view of a resume broker; assessing the value of the
human capital involved in the business.

Understanding, assessing and estimating the intellectual property and proprietary knowledge that is transferred with the business.  Change of ownership and management does matter.
This is a 2 to 3 hour conference call that can include as many stakeholders as required.
As no two businesses are the same, the questions will vary.
Below is a list of some of the areas that we will cover.

(1) Why: What is the purpose of the valuation?

(2) Who: Value with whom owning and managing the restaurant?

  • Your current value with current ownership and management?
  • Value with a new restaurant owner with less experience?
  • Value with buyer like you with similar restaurant management experience?
  • Value with an upscale buyer who has the financial ability to build on what you have accomplished in your restaurant business?
  • These WHO questions make a huge difference to the final appraisal.

(3) Normalized Net Income: I must understand what questions to ask to be able to determine the real 'Normalized Net Income.' This figure is seldom what you see in your year-end accounting, which is generally calculated to determine the lowest amount of tax legally payable.

  • Owners and families are often overpaid or underpaid depending upon individual tax situations.
  • What would the owner have to pay someone to fill his/her position in the restaurant?
  • There are about twenty more normalizing questions that must be answered and these can be different depending upon the answers given to previous questions. This is where experience counts.

(4) Leasehold Improvements: These need to be covered regardless of whether the building is leased or owned.
It is important that the right questions are asked in any comprehensive appraisal.

(5) Hard Assets: Determining fair market value.
Book value means nothing if we want to know the true value of the business.

  • Equipment
  • Inventory

(6) Intellectual Property: Copyright, Proprietary Processes, Business Operation Manuals. These are your operating manuals; the step by step instructions on how to run your business and how to train others to operate your business. This greatly affects value; positively if it you have them and negatively if you don’t have them, and much more negative if it would not be possible for you to have a practical manual that would allow for your business to continue if you were unable to function.

(7) Value of Cash Flow: This is calculated by finding the normalized net income then multiplying it by a ratio determined by risk, opportunity, and the intellectual property affecting the means to produce the cash flow.

(8) Soft Assets: Do you have intellectual property that has fair market cash value outside of your business?

(9) Risk: What are the possible risks to your business?
No appraisal can be completed without properly understanding risk.

  • Having an operations manual in place, or not having an operations manual, can mean a difference of between 5% and 25% - If you don't have one... get one.
  • How long is the business lease?
  • Are there reasonable options to extend the lease?
  • If the owner of the building also owns the business has the rent been paid at market rates?
  • Are you in a one industry area, or is the area changing?
  • The Meaning of Words...

  • Are industry trends your friend or enemy?
  • Are there any Government regulations?
  • Staffing?
  • Competition and pricing challenges?
  • Changes to accessibility? Road changes?
  • How good is the succession plan, and do you even have one?
  • Operations and Training Manuals - How complete?
  • Additional questions depending upon the answers given.

Depending upon the complexity of your business, you can expect to receive your report within one week.

As you can well understand, no computer program, gross sales or other rule of thumb guessing techniques are going to be helpful for you in determining the real value of your restaurant. In fact, these techniques could harm you. Valuation and appraisal is our full time business. We do a lot of restaurant valuations and other business valuations..



TSX - Fair Value Report. When a small publicly traded TSX listed company needed a report on fair value to meet TSX requirements they turned to Eric Jordan at Pin Services Ltd. You can view the opinion on fair value report as part of the documentation for the Securities Commission.

CrossFit Gym When Evan Lindsay needed to understand the value of his gym he worked with Eric Jordan. (LINK PENDING)  "Working with Eric was a productive experience. He listened, was direct and was transparent, providing great feedback on my business. The final report was professional and conveyed the value that my company had built for the last 5 years. I look forward to working with Eric again in the future and highly recommend his services."
-Evan Lindsay, Saskpro CrossFit.

Alberta Treasury Branch Alberta Treasury Branch needed a business valuation before they could provide Wendy Coombs a business loan for the purchase of another medical clinic business in Calgary. (LINK PENDING) "We recently applied for a bank loan to finance the acquisition of a medical clinic in Calgary Alberta. We have been customers of Alberta Treasury Branch for 18 years and despite having many prior business loans, for the first time ever they required a Business Valuation completed by an experienced business evaluator. Banks are becoming even more risk adverse and the requirements for financing increase with respect to their due diligence. We presented Eric Jordan from Pin Services Ltd.. The Alberta Treasury Branch agreed Eric had the experience they were looking for in an evaluator. His business valuation was very thorough and not only did it get us the financing we needed, it was very useful in facilitating the negotiations and securing a fair price for our business purchase."
-Wendy Coombs CEO, VP Business Development Momentum Health.


How to Value a Business
Generally $1,000 to $5,000
Call for exact pricing for your situation.

Eric Jordan, President
Free consultation.
Call or email now!

Business Valuations / Appraisals
Certified by Eric Jordan, CPPA.
Appraisals to Support Litigation
Qualified Expert Witness


Visit our main website at to browse all of our
business opportunities and homes for sale by owner.



How to value a business or price businesses using valuation and appraisal principles for $1,000 to $5,000

Pin Services Ltd.
209 - 1027 Pandora, Avenue
Victoria, B.C. Canada V8V 3P6
(250) 386 0108
January 28, 2015

Hodgins Auctioneers Inc.
Suite 203, 221 - 10th Avenue SE
Calgary, Alberta T2G 0V9

To the Members of the Board:

We understand that Hodgins Auctioneers Inc. (the "Corporation") and Majesta Minerals Inc. ("MMI"), have entered into an agreement dated August 6, 2014, (as amended December 24, 2014) (the "Arrangement Agreement"). On September 26, 2014 the trading price on the TSX Venture Exchange of the common shares of The Corporation was $0.03 per common share reflecting a $681,525 market capitalization with 22,717,500 common shares issued and outstanding.
We further understand that prior to giving effect to the Plan of Arrangement and subject to shareholder and regulatory authority, the Corporation will effect a 2 old for 1 new consolidation of its common shares resulting in 11,358,750 post consolidated common shares and 2,058,500 warrants to purchase 2,058,500 post consolidated common shares at $0.15 common share. The Corporation is seeking to raise $550,000 by private placement by the issuance of 11,000,000 units at $0.05 per unit with each unit consisting of one post consolidated common share and one half of one post consolidated common share purchase warrant. Based on the pricing of the concurrent private placement the deemed value of the existing 22,717,500 pre roll back common shares would be 567,937 or $0.025 per existing common share.

Concurrent with the Plan of Arrangement, MMI is seeking listing on Canadian Securities Exchange (“CSE”). Concurrent with the closing of the Arrangement, MMI is seeking to raise between $450,000 to $1,350,000 at $0.15 per common share. Pursuant to the terms of the Arrangement Agreement and related Plan of Arrangement, holders of the following securities of The Corporation will receive the following consideration (“Consideration”):

(a) common shareholders of the Corporation (“Shareholders”) - for every 3 (post consolidated) common shares of The Corporation, the common shareholder will receive 1 common share of MMI at a deemed value of $0.15 per common share. Based on the pricing of the concurrent private placement the deemed value of the existing 22,717,500 pre rollback common shares would be $0.025 per common share;
(b) warrant holders of the Corporation (“Warrantholders”) - for every 3 post consolidated warrants, the warrant holder will receive 1 warrant of MMI at an exercise price of $0.45 per common share; and
(c) option holders of the Corporation (“Optionholders”) - for every 3 post consolidated options the option holders will receive 1 option to purchase 1 common share at $0.45 per common share.

The combined deemed Consideration (based on the concurrent private placements) for each existing shareholder will be $0.05 per common share representing:

(a) $0.025 per common share in the Corporation; and
(b) $0.025 per common share in MMI.

In addition there will be other payments made to non-arms length parties if the Plan of Arrangement is successful and if certain funds re raised by way of private placement by MMI post arrangement. These include: (a) payment of $100,000 debt owing by MMI to Durama Enterprises Limited; (b) payments of cash to MRI Holdings Ltd. upon exercise of the Majesta Option #1 and Majesta Option #2 under the Purchase/Option Agreement dated August 7, 2014 (as amended); (c) issuance of shares of MRI Holdings Ltd. upon exercise of the Majesta Option #1 and Majesta Option #2; and (d) work expenditures on the Majesta Mineral Claims. (See the Information Circular for further details). Non-arms length payments and conflicts of interest exist between the Corporation, MMI, Durama Enterprises Limited and MRI Holdings Ltd. Grant Hodgins is an officer, director and shareholder of the Corporation, MMI, MRI Holdings Ltd. Barrie Jung is a director and shareholder of the Corporation and a shareholder of MRI Holdings Ltd. Randy Studer is an officer of MMI. Randy Studer is an officer, director and shareholder of MRI Holdings Ltd and Durama Enterprises Limited.
The terms of the Arrangement Agreement relating to the proposed transaction are to be more fully described in the information circular and proxy statements, which will be mailed to the Shareholders and Warrantholders (the "Disclosure Document").
Background and Engagement of Pin Services Ltd. (“PIN”)

PIN was retained by the Board of Directors of the Corporation on January 28, 2015 pursuant to an engagement letter (the "Engagement Agreement") to perform such financial advisory for the Corporation as are customary in transactions of this type. The Board of Directors has requested that PIN provide its opinion (the "Opinion") as to the fairness, from a financial point of view, of the Consideration to be received by the Shareholders and Warrantholders in connection with the Arrangement. The terms of the Engagement Agreement provide that PIN is to be paid a fee for its services for providing this opinion. In addition, PIN is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified in certain circumstances.

The Board of Directors has not instructed PIN to prepare, and PIN has not prepared, a formal valuation of the Corporation or any of its securities or assets, and the Opinion should not be construed as such. PIN has, however, conducted such analyses as it considered necessary in the circumstances to prepare and deliver the Opinion.
Subject to the terms of the Engagement Agreement, PIN consents to the inclusion of the Opinion in its entirety and a summary thereof in the Disclosure Document and to the filing of the Opinion, as necessary, with the securities commissions, stock exchanges and other similar regulatory authorities in Canada.

Overview of the Corporation

The Corporation is an Alberta, Canada corporation that is principally engaged in the auction business in Western Canada. The total debt owing by MMI to the Corporation as of December 22, 2014 was $567,937.50. On August 2, 2014, the Corporation incorporated a wholly owned subsidiary, 1839579 Alberta Ltd. (which subsequently changed its name to Majesta Minerals Inc. (“MMI”). MMI purchased a 25% interest in 9 mineral claims in Northern Saskatchewan from MRI Holdings Ltd. (formerly Majesta Resources Inc.). The Corporation raised $365,000 by private placement and lent funds to MMI to close the purchase. The Corporation issued MRI Holdings Ltd 2,000,000 common shares at a deemed price of $100,000 ($100,000). On August 6, 2014, The Corporation and MMI entered into an Arrangement Agreement which was amended on December 22, 2014. MMI also agreed to indemnify The Corporation for costs associated with the Plan of Arrangement to a maximum of $102,937.50. The Arrangement Agreement provided that The Corporation shall exchange the $567,937.50 of debt for 3,786,250 common shares of MMI at a deemed price of $0.15 per common share.
Credentials of PIN

Eric Jordan, as principal of Pin Services Ltd. and the website have been operating primarily in the business of helping buyers and sellers connect and providing fair market valuation services since 1998. Please view the website for further detail.
The Opinion expressed herein represents the opinion of PIN as a firm. The form and content of the Opinion have been approved for release by a committee of directors and other professionals of PIN, all of whom are experienced in merger, acquisition, divestiture fairness opinion and valuation matters.
Relationships of PIN
PIN nor any of their associates or affiliates is an insider, associate or affiliate (as such terms are defined in the Securities Act (Alberta) of the Corporation or MMI or any of their associates or affiliates. Eric Jordan subscribed for 125,000 Units in the August 2014 private placement of the Corporation. Mr. Jordan has sold the shares and warrants which assuming the completion of the Plan of Arrangement, Mr. Jordan will not receive 20,833 MMI common shares and 10,416 MMI warrants.

It is the Opinion of PIN that the ownership percentages of all stakeholders were equally protected.
It is the Opinion of PIN that all potential conflicts of interest have been disclosed by the non-arms length parties.
It is the Opinion of PIN that all of the transactions were commercially reasonable deals that represented fair market value intended to better position the stakeholders to maximize their positions.

Scope of Review

In preparing the Opinion, PIN has reviewed, considered and relied upon, without attempting to verify independently the completeness or accuracy thereof, among other things:

(a) the Arrangement Agreement dated August 6, 2014, and the Amendment on December 22, 2014;
(b) audited financial statements of the Corporation for the fiscal years ended December 31, 2013 and December 31, 2012;
(c) unaudited quarterly report of the Corporation for the nine-month period ended September 30, 2014;
(d) the Corporation's financial projections and budgets;
(e) the draft Information Circular;
(f) audited financial statements for MMI dated August 6, 2014;
(g) unaudited interim financial statements for MMI dated November 30, 2014;
(h) pro forma financial statements for MMI;
(i) review of draft transaction documents including the Arrangement Agreement;
(j) discussions with senior management and Directors of the Corporation;
(k) discussions with the Corporation's legal counsel;
(l) public information relating to the business, operations, financial performance and stock
trading history of the Corporation and other selected public companies considered by us to be relevant;
(m) public information with respect to other transactions of a comparable nature considered by us to be relevant;
(n) representations contained in separate certificates addressed to PIN, as of the
date hereof, from senior officers of the Corporation as to the completeness, accuracy and fair presentation of the information upon which the Opinion is based;
(o) such other corporate, industry and financial market information, investigations and analyses as PIN considered necessary or appropriate in the circumstances; and
(p) PIN has not, to the best of its knowledge, been denied access by the Corporation to
any information requested by PIN.

Prior Valuations
The Corporation has represented to PIN that, to the best of its knowledge, there have been no valuations or appraisals of the Corporation or any material property of the Corporation or any of its subsidiaries or affiliates, made in the preceding twenty-four (24) months and in the possession or control or knowledge of the Corporation other than those provided to PIN including an appraisal on chattels or, in the case of valuations known to the Corporation which it does not have within its control, notice of which has been given to PIN.

Assumptions and Limitations
The Opinion is subject to the assumptions, explanations and limitations set forth below.
PIN has, subject to the exercise of its professional judgment, relied, without independent verification, upon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, opinions and representations obtained by it from public sources, or that was provided to us, by the Corporation, MMI and their associates and affiliates and advisors or otherwise (collectively, the "Information") and we have assumed that this Information did not omit to state any material fact or any fact necessary to be stated to make that information not misleading. The Opinion is conditional upon the completeness, accuracy and fair presentation of such Information. Subject to the exercise of professional judgment and except as described herein, PIN has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information. With respect to the financial projections provided to PIN by management of the Corporation and used in the analysis supporting the Opinion, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Corporation as to the matters covered thereby, and in rendering the Opinion we express no view as to the reasonableness of such forecasts or budgets or the assumptions on which they are based.
We have, with respect to all accounting, legal and tax matters relating to the Arrangement and the implementation thereof, relied on advice of accounting advisors and legal and tax counsel to The Corporation including information disclosed in the Information Circular, and express no opinion thereon. The Arrangement is subject to a number of conditions outside the control of the Corporation and we have assumed all conditions precedent to the completion of the Arrangement can be satisfied in due course, and all consents, permissions, exemptions or orders of relevant regulatory authorities will be obtained, without adverse conditions or qualifications. In rendering this Opinion, we express no view as to the likelihood that the conditions respecting the Arrangement will be satisfied or waived or that the Arrangement will be completed within the time frame indicated in the Information Circular.

Senior management of the Corporation have represented to PIN in a certificate delivered as at January 28, 2015, among other things, that to the best of their knowledge:

(a) The Corporation has no information or knowledge of any facts, public or otherwise, not specifically provided to PIN relating to the Corporation (including any subsidiaries or affiliates) which would reasonably be expected to affect materially the Opinion;
(b) with the exception of forecasts, projections or estimates referred to in (d) below, the
written information and written data provided to PIN by or on behalf of the Corporation in respect of The Corporation (including any subsidiaries or affiliates), in connection with the Arrangement is or, in the case of historical written information or written data, was, at the date of preparation, true and accurate in all material respects, and no additional material, data or information in respect of the Corporation (including any subsidiaries or affiliates) would be required to make the data provided to PIN by MMI not misleading in light of circumstances in which it was prepared;
(c) to the extent that any of the information or data identified in (b) above is historical, there
have been no changes in material facts or new material facts since the respective dates thereof which have not been disclosed to PIN or updated by more current information or data disclosed; and
(d) any portions of the data provided to PIN by or on behalf of MMI which constitute forecasts, projections or estimates were prepared using the assumptions identified therein, which, in the reasonable opinion of MMI, are (or were at the time of preparation) reasonable in the circumstances.

The Opinion is rendered on the basis of the securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of The Corporation, as they were reflected in the Information In its analyses and in preparing the Opinion, PIN made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, which PIN believes to be reasonable and appropriate in the exercise of its professional judgment, many of which are beyond the control of PIN or any party involved in the Arrangement.
For the purposes of rendering the Opinion, PIN has also assumed that the representations and warranties of each party contained in the Arrangement Agreement are true and correct in all material respects and that each party will perform all of the covenants and agreements required to be performed by it under the Arrangement and that The Corporation will be entitled to fully enforce its rights under the Arrangement Agreement and receive the benefits therefrom in accordance with the terms thereof.

The Opinion has been provided for the sole use and benefit of the Board of Directors of the Corporation in connection with and for the purpose of its consideration of the Arrangement. Our opinion does not constitute a recommendation to any Shareholder of the Corporation as to how such Shareholder should vote or act with respect to the Arrangement. The Opinion is given as of the date hereof and PIN disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of PIN after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, PIN reserves the right to change, modify or withdraw the Opinion.
Our opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available with respect to the Corporation or the Corporation's underlying business decision to effect the Arrangement. At your direction, we have not been asked to, nor do we, offer any opinion as to the material terms (other than the Consideration) of the Arrangement Agreement, the Plan of Arrangement or the form of the Arrangement.
Based upon and subject to the foregoing, PIN is of the opinion that, as of the date hereof, the Consideration to be received by the Shareholders and Warrantholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders and Warrantholders.

Yours very truly,
Pin Services Ltd.

Eric Jordan, President