A first-of-its-kind financial product offering Indigenous investors a 6% fixed return, structured on-reserve to preserve tax exemption under the Indian Act. LTC captures the 2% spread between the 6% note and the 8% structured product Vesta sells in markets.
| Deal Structure | Norton Rose 3-LP diagram | Confirmed |
| Fund Admin Partner | Vesta Financial (IFM + EMD) | Confirmed |
| Capital Intro | JF Laurin — Pinnacle Wealth | Confirmed |
| Independent Legal | Tim Huot + Éric Gélinas | Confirmed |
| Council Network | Michelle — Western Canada | Confirmed |
| Tax Opinion | Éric Gélinas · Lavery Law | In Progress |
| Securities Analysis | BC requirements to be scoped | In Progress |
| Signed Agreements | Vesta, JF, LTC, legal | Missing |
| Marketing Materials | Pitch deck + investor docs | Missing |
To: Mike David, Michelle Bryant · CC: Jared Wolk
Following last week's meeting, me and Jared had a conversation around percentage splits.
Here is what we discussed: 55% on-reserve / 45% Vesta.
Vesta = Jared and JF.
When you bring new Indigenous partners in (future), Vesta will dilute at 2x the rate of on-reserve partners.
Let me know your thoughts.
JF
Hi JF,
Thank you for sending this over — Mike and Michelle appreciate you putting your thinking in writing and want to make sure the response it deserves gets the attention and preparation it needs.
Mike is currently in Bali for an AI Mastermind event and is several time zones ahead. Given that, they've asked me to let you know they'd like to reschedule this week's call — not to delay the conversation, but to make sure they come into it fully prepared to engage on the substance of what you've proposed.
Would sometime next week work for you? Mike and Michelle are both available Monday through Wednesday after 4:30 PM PST.
Thank you for your understanding,
Tiffanie
Any day after 4h30pm PST works with me
Hi Tiffanie,
I don't see JF's email as a serious considered proposal, but more as a starting point for a discussion. I think meeting sooner rather than later and talking through the issues is going to get us going quicker. The trick here is not to have everyone develop a hardened stance and then come together to hammer into a partnership — the point of these calls is not to negotiate but to discuss the issues, make sure we put an agreement together we all want to partner into.
I would suggest we keep the meeting time and make the most out of discussing the issues and if we don't settle on a plan, at least move incrementally closer to that goal.
Hi Jared,
Thank you for this. The spirit you are describing is exactly the one Mike and Michelle want to bring to the table and it is genuinely appreciated.
Before Mike went to sleep last night, he and I connected and he asked me to make sure this conversation gets the runway it deserves. Given the time difference in Bali, he will not see any of these messages until early tomorrow morning his time and I know he would not want to walk into a meeting of this importance without proper preparation and advance notice.
The earliest we could bring everyone together properly is Monday. If that works for you and JF, I will lock it in today and make sure Mike and Michelle are fully prepared. No hardened stances, no hammering. Just the right people, in the right room, with enough clarity to move this forward decisively.
With appreciation,
Tiffanie
To: Mike David · CC: JF Laurin, Tiffanie Rothwell, Michelle Bryant
Here is an updated model with the Service provider option available to be enabled or disabled.
The market we've seen for fund admin ranges from 20–35 bps. So you can play with different numbers and see what works for you. If you want to go the service provider route, we can negotiate bps you think are fair, but we would not go below 10 bps — have to have a $100K minimum and a minimum term — or we can charge a setup fee instead of a minimum term.
This minimum fee would cover all the fund administration (sub docs reviews, compliance, regulatory filings) and coordination of 3rd party providers, but not their fees. For example we would oversee the production of financial statements for the fund and tax slips, but the fund would have its own accountant and fees for filings.
To keep things simple, if you don't want a minimum cash drag on the fund to begin with and want Vesta to invest our resources to set up and run the fund we can go back to the "equity" model and leave you with an open option to cash us out for $1MM anytime you want.
Let me know when you have a business plan in mind and want to discuss further.
Regards,
Jared
This is LTC's first public stage. Carol Anne Hilton — Canada's leading voice on Indigenous economics — is giving LTC a keynote slot to speak directly to band councils, trust managers, and Indigenous capital allocators. The audience is the product. The legal opinion will be ready. The timing is not an accident.
The Indigenomics Institute convenes Indigenous entrepreneurs, band councils, capital allocators, and institutional partners. This is not a general conference — every attendee is a decision-maker in Indigenous capital. Two days. The right room. A product they've never seen.
Canada's preeminent voice on Indigenous economics. She founded the Indigenomics Institute, authored Indigenomics, and advises governments and institutions on Indigenous capital frameworks. Her platform is the most credible entry point into the Indigenous investment ecosystem in Canada.
Michelle didn't just introduce LTC to Carol Anne — Carol Anne is giving LTC the platform.
This is not a warm lead. This is a keynote slot at the most prominent Indigenous economics conference in Canada — secured through Michelle's direct relationship with Carol Anne Hilton. That relationship took years to build and cannot be manufactured or bought. It is the reason LTC has a first-mover window that no outside firm can replicate. Whoever stands on that stage in May stands there because Michelle opened that door.
Strategic timing: Éric Gélinas confirmed the formal tax opinion can be delivered in approximately one month — landing directly before May 27. LTC walks onto that stage with independent legal backing, a working structure, and a live spread model. This is the first pitch, done properly.
Tim will coach Éric Gélinas in the background — same result as a senior opinion, at a fraction of the cost. He expected to have a conversation with Éric within 24 hours of the call. Goal: a formal written tax opinion from someone who will actually get the Indigenous tax nuances right.
Michelle to follow up with the MNP Indigenous taxation report from the AFOA conference. The team agreed to define specifically what legal questions need answering — not "get a second opinion" but a precise list — so Éric can deliver something actionable. Parallel path: finalize structure conversation with Jared and JF.
To: Mike David, Michelle Bryant-Gravelle
We wanted to touch base regarding the formation of the fund's on-reserve entities – Little Tree Capital, Little Tree GP, Reserve LP, and Holding LP. Do you have a preference regarding the jurisdiction of formation for these corporations and limited partnerships? As a reminder, each new entity will be required to maintain its registered office on-reserve within the province of incorporation/formation.
We understand that Québec and British Columbia are both viable options as one or both of you have connections to reserves in those provinces. In our experience, British Columbia tends to be a more straightforward jurisdiction for establishing these types of entities; however, we are happy to proceed with Québec if that is your preference.
Best,
Elizabeth Pierman · Associate · Norton Rose Fulbright Canada LLP
1. Personal Liability Exposure — Investor CRA Challenge Scenario
Our question is about the next step in that chain: if an investor (whether a band council, trust, or individual) receives a CRA reassessment and chooses to pursue Little Tree Capital, what would our personal liability actually look like as the owners of Little Tree Capital and Little Tree GP? How would the BC incorporation structure shield Mike and Michelle personally from any claim?
2. Incorporation Structure — Optimizing for Liability Protection
We've confirmed BC as our preferred jurisdiction. We want to confirm that the current structure — where Little Tree Capital owns Little Tree GP, and the GP manages Reserve LP — is the most defensible arrangement from a personal liability standpoint.
3. Personal Tax Treatment — Compensation Without an Advisor License
As discussed on the call, Mike and Michelle do not hold dealer or advisor licenses. The licensed dealing functions will be handled by Vesta and JF. Our role sits closer to capital introduction and relationship management. Can you walk us through how the salary structure would work for each of us?
4. Michelle's Condo Address — Does It Qualify as "On Reserve"?
Michelle's residence is a condo unit within a development situated on Tsleil-Waututh Nation reserve land in North Vancouver. The Nation designated the land to a developer under a long-term lease. Does the developer's leasehold interest change the reserve status of the underlying land for CRA connecting factor purposes?
Thank you,
Mike David & Michelle Bryant-Gravelle
Many thanks for your email. Confirming that we are reviewing and considering the various questions you raised below. In the event a call would be the most efficient way to address your questions, could you please provide your availability for early to mid next week?
Elizabeth Pierman · Associate · Norton Rose Fulbright Canada LLP
As promised, we have discussed with our Indigenous law partner and our insolvency partner the question of whether on-reserve personal property is protected from seizure and execution.
Section 89(1) of the Indian Act prohibits the seizure of "real and personal property of an Indian...situated on a reserve."
However, the issue of whether any specific personal property is protected by s. 89(1) will depend on where the property is situated — for example, if you have a bank account or an investment account it would need to be determined if that is "situated on a reserve." We would need to look at factors like whether the account was opened on reserve and the terms of the agreement with the bank/broker to determine where the account is situated.
In summary, it may be that your personal property is protected from seizure and execution but it would require a fact-specific analysis with respect to each specific personal property to provide comfort on this point (which would likely be an expensive undertaking).
Michael Bunn · Partner · Norton Rose Fulbright Canada LLP
On our last call, you asked me to summarize how a Band may qualify for a tax exemption.
1. Exemption. A Band that qualifies as a "municipal or public body performing a function of government" under paragraph 149(1)(c) of the Income Tax Act (Canada) is tax-exempt on all of its income, regardless of the source or location of that income, even if earned off-reserve.
2. Band Created under Indian Act. The CRA has written: "As a result, it is our view that all bands created under the Indian Act meet the criteria to be considered municipal or public bodies performing a function of government in Canada for the purpose of paragraph 149(1)(c) of the Act and are therefore exempt from income tax."
3. Other Bands. Many Indigenous groups are not formally recognized as a band under the Indian Act. In such cases, a detailed examination of the functions of the Band will be required to determine it satisfies the ordinary meaning of a "public body" that is "performing a function of government."
Barry Segal · Partner · Norton Rose Fulbright Canada LLP
I hope all is well. We wanted to touch base to see whether you had any follow-up questions or comments regarding the tax and liability information shared below and attached.
Please let us know how you would like to proceed.
Elizabeth Pierman · Associate · Norton Rose Fulbright Canada LLP