Private Placement Financings

We specialize in guiding companies through the complex process of private placement securities offerings. Utilizing exemptions from prospectus requirements, companies may offer a range of securities, such as shares, units, special warrants, or debentures, to a select group of investors who meet certain qualifications. These qualifications may include their relationship to the company, net worth, or investment ability.

Due to the 4-month restriction on transfer for securities purchased in a private placement, these offerings often occur at a discounted price compared to the trading market. Stock exchanges regulate the size of the discount and terms of the placement.

We handle every aspect of the private placement process, from drafting and reviewing the subscription agreement and treasury orders, to filing reports with regulators and stock exchanges. Our team also prepares investor summaries, warrant certificates, and forms necessary for conditional or final approval to close the placement.

Our services for private placements include:

• Preparation and filing of Form 4A for TSXV companies, or Form 9 for CSE companies;

• Review and drafting of securities subscription agreements and news releases;

• Preparation of detailed subscription summaries and warrant certificates;

• Liasing with the company's CFO/controller to confirm funds received from investors;

• Filing of Forms 4B and 9, Confirmation of Receipt of Proceeds, Form 6 Certificate of Compliance, and Material Change Reports to SEDAR;

• Drafting and submission of Form 45-106F1 and Schedule 1 for all placees;

• In-person exchange of securities for payment and delivery of securities to all placees.

We strive to make the private placement process as streamlined and efficient as possible, so the company can focus on their business objectives.