Welcome

SecuritiesLawUSA, PC is a law firm with offices in Southern California and Washington, D.C. that provides U.S. securities law representation to:

• Issuers of securities based in the United States, Canada, Europe and elsewhere
• Individual directors, officers and investors
• Underwriters, agents and broker-dealers
• Investment advisers and private equity funds
• Other attorneys and their clients

U.S. Securities Counsel: We assist our clients with registered public offerings, exempt private offerings, 1934 Act periodic reports and proxy statements, going public and going private transactions, mergers and acquisitions, tender offers/takeover bids, corporate governance counseling, securities exchange listing and compliance, beneficial ownership reports, restricted stock transfers, Section 16 compliance, and securities litigation support, and related securities, corporate and commercial law services.

Cross-Border Expertise: We work with Canadian and other foreign issuers and their agents and underwriters in making private offerings to U.S. investors pursuant to Rule 506 of Regulation D and Rule 144A, while ensuring that securities sold to investors outside of the United States comply with Rule 903 of Regulation S. We also help ensure that cross-border mergers and acquisitions and takeover bids comply with U.S. securities law exemptions. We help foreign issuers with their SEC periodic reporting requirements and in listing their securities on a U.S. exchange or developing an active OTC trading market in the United States. We have worked with many Canadian law firms and their clients, including:

• Anfield Sujir Kennedy & Durno LLP
• Blake, Cassels & Graydon LLP
• Borden Ladner Gervais LLP
• Bull, Housser & Tupper LLP
• Cassels Brock & Blackwell LLP
• Clark Wilson LLP
• Dumoulin Black LLP
• Fasken Martineau Dumoulin LLP
• Fraser Milner Casgrain LLP
• Heenan Blaikie LLP
• Irwin, White & Jennings
• Lawson Lundell LLP
• McCullough O’Connor Irwin LLP
• McMillan LLP
• Miller Thomson LLP
• Sangra Moller LLP
• Stikeman Elliott LLP
• Vector Corporate Finance Lawyers LLP
• Wildeboer Dellelce LLP

OTCQX Sponsorship: We are also one of a select group of U.S. law firms qualified to serve as the OTCQX Principal American Liaison (PAL) or Designated Adviser for Disclosure (DAD) for companies that qualify to have their securities traded in the OTCQX marketplace–the premier tier of the over-the-counter market in the United States. We currently serve as PAL for the following companies, which we helped to qualify for trading on the OTCQX marketplace:

• Sunward Resources Ltd. (SNWRF) – Decemer 2011
• Red Eagle Mining Corporation (RDEMF) – November 2011
• Sundance Energy Corporation (SNYXF) – October 2011
• Ridgemont Iron Ore Corp. (RIOOF) – October 2011
• Brazil Resources Inc. (BRIZF) – August 2011
• Encanto Potash Corp. (ENCTF) – June 2011
• American Bonanza Gold Corp. (ABGFF) – May 2011
• Excelsior Mining Corp. (EXMGF) – May 2011
• Oceanic Iron Ore Corp. (FEOVF) – March 2011
• Catalyst Copper Corp. (CATXF) – December 2010
• Alderon Iron Ore Corp. (ALDFF) – July 2010

We invite you to learn more about us, our expertise and our services by reviewing the information on this website.

We also invite you to use the securities law resources that we have made available for you on the SecuritiesLinks and BlueSkyLinks websites.

LEGAL SERVICES

RESOURCES

OFFICES

Los Angeles
Watt Plaza
1875 Century Park East, 6th Floor
Los Angeles, California 90067
Tel (310) 407-8626
Fax (661) 296-0447

Santa Clarita
28631 Lapine Avenue
Santa Clarita, California 91390
Tel (661) 713-6843
Fax (661) 296-0447

Washington, D.C.
The Willard Office Building
1455 Pennsylvania Avenue, NW
Suite 400, PMB204
Washington, D.C. 20004
Tel (202) 261-0660
Fax (661) 296-0447