CANADA

Prepare an Offering Memorandum for an offering of unsecured promissory notes and common shares, with this template for the Province of Alberta.

• how to subscribe for units,
• summary of the offering,
• share capital of issuer,
• description of securities,
• number and aggregate dollar amount of securities to be distributed,
• use of proceeds,
• capitalization,
• seller of the securities,
• exemption from prospectus requirements,
• restrictions on resale of securities,
• conflicts of interest,
• income tax consequences,
• RRSP eligibility.

Prepare a Private Placement Term Sheet for an RRSP eligible private placement of shares with this template form for Alberta share offerings.

• The term sheet contains the following:
  • definitions of key words and phrases used in the offering memorandum,
  • an outline of the investment structure,
  • an executive summary of the issuer.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Use this Share Subscription form under the 'close friend / business associate' exemption provision of the Alberta Securities Act.

• The investor is subscribing for shares issued under an offering memorandum in Alberta.
• This form should only be used by persons who fall under the definition of a close friend or business associate as set out in the Act.
• The subscriber agrees not to revoke or withdraw the subscription.
• The subscriber acknowledges that there is no guarantee that the offering will result in any profits.

If you're doing a private placement of shares in Alberta, you will need this Share Subscription form for investors who are close friends and/or business associates.

This Share Subscription form is to be used for exempted purchasers under the seed capital exemption of the Alberta Securities Act.

• The subscription is for securities issued under an offering memorandum to residents of Alberta.
• The subscriber acknowledges that he/she is purchasing securities under an exemption based on the fact that he/she is a sophisticated purchaser, as defined in the Act, and does not require the information that would otherwise be required under the law.
• The subscriber represents that he/she has the investment acumen to assess the offering on the basis of previous experience or advice he/she received.
• The Share Subscription for Seed Capital Exemption can be used as many times as you require. Download it immediately after purchase.

Use this Share Subscription form for investors under an offering memorandum who qualify for the 'sophisticated investor' or '$97,000' exemption of the Alberta Securities Act.

• This form should only be used if the aggregate subscription price is at least $97,000.
• Under this exemption, the issuer is not required to provide the subscriber with the same information regarding the offering that would otherwise be required by law.
• The securities are being purchased by the subscriber solely as an investment.

You can download the Alberta Share Subscription (Sophisticated Investor Exemption) form by adding it to your cart and checking out via our secure transaction server.

Prepare a Special Warrant Indenture between an Alberta corporation and a trustee with this package of forms.

• The corporation will issue special warrants entitling the warrant holder to one common share and a fraction of a share warrant.
• The Trustee is appointed to hold, administer and disburse dividend funds, and to hold the proceeds of the offering in escrow until closing.
• Immediately prior to the expiry date, the rights of all holders of special warrants will be deemed to be exercised without any further action on the part of such holders.
• Warrant holders who exercise their warrants will become entitled to distributions from any dividend funds or other distributions to be made to shareholders of the corporation.
• The package includes a Special Warrant Certificate form, a Transfer of Special Warrants form, a Warrant Exercise form, and an Exercise of Repurchase form.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Download the forms required to be completed by an investor in a REIT under an offering memorandum with this Subscriber Forms Package for Alberta issuers.

• This trust is set up in the Province of Alberta to be utilized as a real estate investment trust (REIT) to raise capital for a real estate development through a private placement of mutual fund trust units.
• The trust acts as the investment vehicle allowing the investors to pool their investment funds in long-term capital real estate and related projects.
• The Subscriber Package contains the following forms:
  • Private Placement Subscription Agreement.
  • Instructions to the investor, including a list of all documents required to be submitted, depending on the investor's province of residence and the amount of the investment.
  • Worksheet for Determination of Net Worth (Accredited Investor and Eligible Investor Exemptions).
  • Representation Letter (for Accredited Investors resident in Canada).
  • Representation Letter (for non-Canadian and non-US investors).
  • Close Personal Friend / Close Business Associate Questionnaire (for Canadian residents).
  • Risk Acknowledgement.
  • Eligible Investor Status Certificate.
  • Risk Acknowledgement under Blanket Order 31-505.
  • Subscriber Acknowledgement and Consent.
  • Distribution Reinvestment Plan, by which an investor can opt to reinvest all or part of any distribution proceeds.
• The Subscriber Package for REIT Units is downloadable as a single MS Word file. All forms are fully editable to meet your needs.
• These documents refer to Alberta laws and are intended for use in the Province of Alberta, Canada.

Use this Subscription Agreement to issue warrant shares to investors under a Warrant Indenture in the Province of Alberta.

• No offering memorandum or prospectus is being filed in connection with the offering.
• The subscription agreement and payment for the shares is to be tendered by the investor to the offering corporation, in return for the shares.
• The exercise price and the number and kind of securities will be adjusted accordingly, in the event of a subdivision, consolidation, or reclassification of the corporation's shares, or an amalgamation or merger with another corporate entity.
• The subscriber warrants that it will at all relevant times deal with the corporation at arm's length for purposes of the Income Tax Act (Canada).
• The subscriber agrees to abide by the terms of any shareholder agreement already in place.
• This Subscription Agreement is intended for use in the Province of Alberta, Canada. It is available in MS Word format.

Raise funds for a land development in Alberta by selling fractional mortgage interests to investors with this Syndicated Mortgage and Indenture template.

• Undivided Interest. Investors will be issued a promissory note and mortgage certificate by the mortgagor and will be owners of an undivided interest in the mortgage.
• Security. Each Note Certificate issued, negotiated and certified shall be equally and ratably secured by the mortgage.
• Payments. If a Note Certificate is registered in more than one name, any payments of principal and interest under the note will be paid by cheque payable to the order of all the holders named on the certificate, unless written instructions to the contrary are provided to the mortgagor.
• Prepayment Rights. The mortgagor has the right to prepay any of the Note Certificates without penalty, upon payment of all interest accrued and unpaid as at the date of such payment.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

What are angel investors? Find out with this insightful expert guide.

• Angel investors are independent investors who may demand a level of participation and control in return for their investment.
• The guide discusses the special issues that may arise in such situations, such as what the advantages are of bringing angel investors into your company.
• Learn how to balance the deal favorably for both the investor and the business.
• Angel Investors: Structuring Deals That Work is available in PDF format, and is geared toward companies seeking investors in Canada.