Capital Raising

Private Placements

We can assist you with all activities related to Canadian and international private placements including under the offering memorandum exemption, the accredited investor exemption, the crowdfunding exemption, the minimum amount exemption, the private issuer exemption, the family, friends and business associates exemption and the employee, executive officer, director and consultant exemptions.

We can assist you with an exempt or a prospectus-based rights offering including preparing the prospectus or offering circular; drafting of side documents; securities commission and exchange filings.

Crowdfunding

Crowdfunding gives start-ups and small businesses a new way of raising money. Canadian securities laws have recently embraced the concept of crowdfunding and allow companies to raise small amounts of capital through online portals with a minimum of disclosure.  Investors do not have to be “accredited investors” to take participate in these capital raises nor do companies need to meet the requirements of the “offering memorandum” exemption. The securities rules on how companies / issuers can “crowdfund” vary across Canada. For more information on crowdfunding, see our article Raising Capital in Canada – Crowdfunding Update January 12, 2017.

We advise issuers and registrants across Canada on the use of internet based platforms to offer securities under prospectus exemptions. We also advise on all aspects of the offering process through web-based mediums.

Offering Memoranda

Canadian public and private companies can rely on the “offering memorandum” prospectus exemption to sell prospectus exempt securities on a private placement basis across Canada.  The offering memorandum exemptions allows issuers to distribute securities by preparing and delivering an offering memorandum (OM) in the required form. The offering memorandum exemption provides issuers across Canada with a powerful tool to raise capital on a continuous basis. The details of the exemption varies by jurisdiction. (See Offering Memorandum Prospectus Exemption Available in Ontario January 13, 2016; Manitoba Model – Offering Prospectus Exemption November 25, 2015; BC Model – Offering Memorandum Prospectus Exemption November 25, 2015).

We have extensive experience with the offering memorandum exemption. We can advise on the nuances and mechanics of the offering memorandum exemption and its practical use for issuers.

Public Offerings

We provide securities and corporate finance advice on domestic, cross-border and international public offerings (equity and debt) to issuers and agents/ underwriters including negotiating and drafting documents including prospectuses, underwriting agreements, warrant indentures and conducting due diligence.

We assist with long form IPOs, short form prospectuses including shelf and PREP Prospectuses, IPOs for Capital Pool Companies and reverse take overs / backdoor listings .We can also assist with listing on the TSX, the TSX V or the CSE and ongoing compliance with exchange rules and policies.

We advise public companies and their shareholders on compliance with disclosure requirements including annual and quarterly financial filings, AIFs, proxy & management information circulars, corporate governance disclosure, MD&A, interim filings, CEO & CFO certificates; early warning reports, NI 43-101 requirements, material change reports; material change reports, press releases, business acquisitions, material contract filings, exchange filings and insider reporting; insider filing requirements; creating and updating insider profiles, creating and filing insider reports.

BAX Securities Law is one of Canada's leading corporate securities law firms. 

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