Exempt Offerings

We help issuers and dealers raise capital under Canadian prospectus exemptions with clear, regulator-ready documentation and efficient distribution processes.

How We Help

Entity Formation

• Incorporation/formation of issuer entities and organizational documents
• Share/unit class design and governance structuring
• Founder arrangements, reorganizations, and pre-raise cleanup

Offering Materials

• Exemption analysis and offering design under NI 45-106
• Subscription agreements, investor questionnaires, and ancillary documents
• Marketing, advertising, and sales practice compliance (KYC/KYP/suitability)

Offering Memoranda / Private Placement Memoranda

• Drafting, reviewing, and updating OMs and PPMs for funds and issuers
• Risk factor development
• Marketing package review

Ongoing Closings, Filings & Advisory

• Multijurisdictional filings and Form 45-106F1 reporting
• Rolling closes, investor onboarding, and subscription processing
• Coordination with exempt market dealers and finders

Typical Clients: Private issuers, real estate sponsors, fund managers, and exempt market dealers.