Private Placement Agreement Template for Canada

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Key Requirements PROMPT example:

Private Placement Agreement

"I need a Private Placement Agreement for a Series B investment round closing March 2025, where our Vancouver-based technology company is issuing preferred shares worth CAD 5 million to three accredited investors, with specific anti-dilution protection and board representation rights."

Document background
The Private Placement Agreement is essential for Canadian companies seeking to raise capital through exempt market distributions. This document is used when companies wish to issue securities without the need for a prospectus, typically to accredited investors or other exempt purchasers as defined under Canadian securities legislation. The agreement must comply with various provincial securities laws and national instruments, particularly NI 45-106, which provides the regulatory framework for prospectus exemptions. Common scenarios for using this agreement include growth capital raises, pre-IPO rounds, and strategic investments. The document contains crucial elements such as subscription details, investor qualifications, securities transfer restrictions, and regulatory compliance requirements specific to the Canadian market.
Suggested Sections

1. Parties: Identifies the issuer, purchaser(s), and any other relevant parties to the agreement

2. Background: Sets out the context of the private placement, including the issuer's business and the purchaser's interest in acquiring securities

3. Definitions: Defines key terms used throughout the agreement

4. Securities Being Purchased: Details the type, class, and number of securities being issued and their purchase price

5. Purchase and Sale: Core transaction terms including payment mechanics and closing conditions

6. Closing: Specifies the closing date, location, and deliverables required from each party

7. Representations and Warranties of the Issuer: Issuer's statements about its business, financial condition, and authority to issue securities

8. Representations and Warranties of the Purchaser: Purchaser's statements, including accredited investor status and investment intent

9. Covenants: Ongoing obligations of the parties, including reporting requirements and use of proceeds

10. Resale Restrictions: Details of hold periods and transfer restrictions on the securities

11. Termination: Circumstances under which the agreement can be terminated

12. Indemnification: Provisions for compensating parties for losses arising from breaches

13. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

Optional Sections

1. Registration Rights: Grants investors rights to require registration of their securities for public trading - include when negotiated with institutional investors

2. Board Representation: Grants investors right to appoint board members - include for significant investments

3. Pre-emptive Rights: Gives investors right to participate in future offerings - include for strategic investors

4. Tag-Along Rights: Allows investors to join in sale of controlling interest - include for minority investor protection

5. Information Rights: Specifies additional financial reporting obligations - include for major investors

6. Anti-Dilution Protection: Protects investors from dilution in future rounds - include for early-stage investments

7. Dividend Rights: Special dividend provisions - include for preferred share offerings

8. Conversion Rights: Terms for converting securities - include for convertible securities

9. Exit Rights: Mechanisms for investors to exit investment - include for illiquid investments

Suggested Schedules

1. Schedule A - Subscription Details: Detailed information about the securities being purchased, including price and number of units

2. Schedule B - Accredited Investor Certificate: Certification and evidence of accredited investor status

3. Schedule C - Corporate Resolution: Corporate authorization for the transaction

4. Schedule D - Risk Factors: Detailed description of investment risks

5. Schedule E - Financial Statements: Recent financial statements of the issuer

6. Schedule F - Material Contracts: List and summary of material contracts affecting the investment

7. Schedule G - Capitalization Table: Pre and post-investment capitalization structure

8. Schedule H - Use of Proceeds: Detailed breakdown of how investment proceeds will be used

9. Schedule I - Investor Rights: Detailed terms of any special investor rights granted

10. Appendix 1 - Form 45-106F1: Required regulatory filing form for exempt distribution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Mining and Resources

Financial Services

Healthcare and Biotechnology

Clean Technology

Manufacturing

Agriculture

Cannabis

Infrastructure

Energy

Telecommunications

Media and Entertainment

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Executive Leadership

Board of Directors

Investment Management

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Investment Manager

Finance Director

Compliance Officer

Securities Lawyer

Investment Banker

Private Equity Manager

Venture Capital Manager

Director of Corporate Development

Treasury Manager

Board Member

Managing Director

Portfolio Manager

Risk Manager

Industries
Securities Act (Provincial): Each province has its own Securities Act that governs securities offerings, including private placements. These acts set out the basic framework for securities regulation, including registration requirements and prospectus exemptions.
National Instrument 45-106 - Prospectus Exemptions: This national instrument provides the primary exemptions used for private placements in Canada, including the accredited investor exemption and minimum amount investment exemption.
National Instrument 31-103 - Registration Requirements: Outlines registration requirements for dealers and advisers involved in private placements, including know-your-client and suitability obligations.
Proceeds of Crime (Money Laundering) and Terrorist Financing Act: Federal legislation requiring reporting and compliance procedures for financial transactions, including private placements, to prevent money laundering and terrorist financing.
Canada Business Corporations Act (CBCA): Federal legislation governing corporate matters, including the issuance and transfer of securities by federally incorporated companies.
Provincial Business Corporations Acts: Provincial legislation governing corporate matters for provincially incorporated companies, including securities issuance and shareholder rights.
National Instrument 45-102 - Resale of Securities: Governs the resale of securities acquired through private placements, including hold periods and resale restrictions.
Competition Act: Federal legislation that may be relevant if the private placement involves acquisition of significant ownership interests that could trigger competition review.
Investment Canada Act: Federal legislation that may apply if the private placement involves non-Canadian investors acquiring control of Canadian businesses.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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