Private Placement Contract Template for Canada

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Key Requirements PROMPT example:

Private Placement Contract

"I need a Private Placement Contract for my technology startup to raise $5 million from venture capital investors in March 2025, with provisions for board representation and information rights, compliant with Ontario securities laws."

Document background
The Private Placement Contract is essential for Canadian companies seeking to raise capital through private securities offerings without going through a public offering process. This document type is specifically designed to comply with Canadian securities regulations, particularly National Instrument 45-106, which provides exemptions from prospectus requirements. It's typically used when companies want to sell securities to accredited investors, family/friends/business associates, or other exempt purchasers as defined by Canadian securities law. The contract includes crucial elements such as investor qualification criteria, subscription details, regulatory compliance provisions, and risk disclosures. It's particularly important for maintaining compliance with both federal and provincial securities regulations while providing a structured framework for private investment transactions.
Suggested Sections

1. Parties: Identification of the issuer and the subscriber/investor

2. Background: Context of the private placement offering and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Subscription and Purchase: Details of the securities being purchased, purchase price, and payment terms

5. Closing Conditions: Conditions precedent to completing the investment

6. Representations and Warranties of the Issuer: Issuer's confirmations regarding corporate status, authority, and securities compliance

7. Representations and Warranties of the Subscriber: Investor's confirmations regarding eligibility, sophistication, and compliance with securities laws

8. Covenants: Ongoing obligations of both parties

9. Risk Factors: Disclosure of investment risks

10. Closing Mechanics: Procedures for completing the investment

11. Survival and Indemnification: Terms regarding the duration of representations and indemnification obligations

12. General Provisions: Standard contract terms including notices, amendments, governing law, etc.

Optional Sections

1. Registration Rights: Terms regarding future registration of securities (if contemplated)

2. Board Rights: Provisions for board representation (for larger investments)

3. Pre-emptive Rights: Rights to participate in future offerings (for strategic investors)

4. Tag-Along Rights: Co-sale rights in case of future sale (for significant investments)

5. Information Rights: Rights to receive financial and other information (for major investors)

6. Anti-Dilution Protection: Protection against future dilutive issuances

7. Foreign Investment Provisions: Additional terms for non-Canadian investors

8. Shareholder Rights: Special rights or restrictions for the subscriber as a shareholder

Suggested Schedules

1. Schedule A - Subscription Details: Detailed information about the securities being purchased

2. Schedule B - Accredited Investor Certificate: Certification of investor qualification under NI 45-106

3. Schedule C - Risk Factors: Detailed description of investment risks

4. Schedule D - Wire Transfer Instructions: Payment details for the investment

5. Schedule E - Corporate Resolution: Authorization resolution from the issuer

6. Schedule F - Investor Questionnaire: Detailed investor information and qualification questions

7. Schedule G - Disclosure Documents: Additional company information and disclosures

8. Schedule H - Form 45-106F1: Required regulatory filing information

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

Financial Services

Real Estate

Healthcare

Manufacturing

Energy

Mining

Biotechnology

Clean Technology

Agriculture

Infrastructure

Consumer Goods

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment Management

Risk Management

Executive Leadership

Board of Directors

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Manager

Private Equity Manager

Venture Capital Manager

Legal Counsel

Compliance Officer

Investment Banker

Corporate Development Director

Finance Director

Portfolio Manager

Risk Manager

Board Director

Industries
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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