Private Placements Guide

Understanding how junior mining companies raise capital and how you can participate in private placement financings.

What is a Private Placement?

A private placement is a method of raising capital by selling securities directly to a select group of investors rather than through a public offering on a stock exchange. In Canada, private placements are exempt from the full prospectus requirements that apply to public offerings. For junior mining companies, private placements are the primary method of raising capital to fund exploration, development, and operations. These offerings allow companies to raise money quickly and with less regulatory burden than public offerings, while providing investors the opportunity to acquire securities at favorable terms.

How Private Placements Work

1

Company Announces Offering

The company issues a press release announcing the private placement, including the type of securities offered, price, and intended use of proceeds.

2

Investor Qualification

Investors must qualify under an exemption (typically as accredited investors) to participate in the offering.

3

Subscription Process

Qualified investors complete subscription agreements and submit payment according to the offering terms.

4

Regulatory Filings

The company files required documents with securities regulators (e.g., Form 45-106F1 in Canada).

5

Closing

Once minimum subscription requirements are met, the offering closes and securities are issued to investors.

6

Hold Period

Investors receive their securities subject to a statutory hold period (typically 4 months in Canada) during which they cannot resell.

Types of Private Placement Securities

Common Shares

Basic equity ownership in the company with voting rights and potential for capital appreciation.

  • Voting rights at shareholder meetings
  • Potential dividend payments
  • Direct exposure to share price movement

Units

A combination of common shares and warrants bundled together at a single price.

  • Typically includes half or full warrant coverage
  • Additional upside potential through warrants
  • Most common structure in mining placements

Flow-Through Shares

Shares that allow the company to transfer tax deductions from exploration expenses to investors.

  • 100% tax deduction on eligible exploration expenses
  • Additional provincial tax credits may apply
  • Typically priced at a premium to common shares

Convertible Debentures

Debt instruments that can be converted into equity at a predetermined price.

  • Fixed interest payments
  • Option to convert to shares
  • Priority over common shareholders in bankruptcy

Prospectus Exemptions in Canada

Private placements in Canada rely on exemptions from the prospectus requirement under National Instrument 45-106. The most common exemptions include:

Accredited Investor Exemption

The most widely used exemption, allowing sales to individuals and entities meeting specific financial thresholds.

Net financial assets >$1M, income >$200K, or net assets >$5M

Minimum Amount Investment Exemption

Allows anyone to invest a minimum of $150,000 in a single transaction.

Minimum $150,000 investment per transaction

Family, Friends, and Business Associates

Permits sales to close personal connections of company directors or officers.

Must have close personal relationship with director/officer

Offering Memorandum Exemption

Allows sales to any investor who receives an offering memorandum, with investment limits for non-accredited investors.

Requires detailed offering memorandum document

Benefits of Private Placements

For Companies

  • Faster access to capital than public offerings
  • Lower regulatory costs and compliance burden
  • Ability to raise money without affecting public share price
  • Flexibility in structuring the offering terms
  • Access to sophisticated investors who understand the business

For Investors

  • Opportunity to invest at prices below market (often with warrants)
  • Access to investment opportunities not available to the public
  • Direct relationship with company management
  • Warrant coverage provides additional upside potential
  • Tax benefits with flow-through shares

Understanding Pricing

Private placement pricing in junior mining is typically set relative to the current market price of the company's publicly traded shares:

Market Price Discount:Most private placements are priced at a discount to market (typically 10-25%) to compensate investors for the hold period and illiquidity risk.
TSX Venture Pricing Rules:The TSX Venture Exchange requires a minimum price of $0.05 and limits discounts based on market capitalization and trading history.
Warrant Strike Price:Warrants are typically priced at a premium to the placement price (often 25-50% higher), providing investors with leveraged upside.
Flow-Through Premium:Flow-through shares are priced at a premium (typically 15-30%) to compensate for the tax benefits being transferred.

Typical Use of Proceeds

Junior mining companies raise capital through private placements to fund various activities. Companies must disclose the intended use of proceeds:

Exploration

40-60%

Drilling programs, geological surveys, geophysical studies, and assay testing

Property Acquisition

10-30%

Acquiring new mineral claims or properties, option payments

General Working Capital

15-25%

Operating expenses, salaries, professional fees, and corporate overhead

Development

0-40%

Pre-feasibility studies, permitting, environmental assessments (for advanced projects)

Risks to Consider

Illiquidity

Securities are subject to a 4-month hold period and may have limited trading volume after

Dilution

Private placements increase shares outstanding, diluting existing shareholders ownership percentage

Speculative Nature

Junior mining is highly speculative with most exploration projects failing to become mines

Price Decline

Share price may fall below your purchase price before the hold period expires

Warrant Expiry

Warrants expire worthless if the share price never exceeds the strike price

Company Risk

Junior miners may run out of cash, be unable to raise more capital, or fail entirely

Due Diligence Checklist

Before investing in any private placement, consider reviewing:

Management team experience and track record
Property location, size, and geological potential
Recent drill results and technical reports (NI 43-101)
Current cash position and burn rate
Existing share structure and dilution history
Insider ownership and recent insider activity
Use of proceeds and business plan
Comparable company valuations
Jurisdiction and political risk
Environmental and permitting status

Regulatory Framework

Private placements in Canada are governed by provincial securities legislation and national instruments:

National Instrument 45-106:Prospectus Exemptions - defines who can participate and under what conditions
National Instrument 43-101:Standards for mineral project disclosure to ensure technical information is reliable
TSX/TSX-V Policies:Exchange-specific rules governing pricing, dilution limits, and approval requirements
Resale Restrictions:National Instrument 45-102 governs the 4-month hold period and resale conditions

Ready to Participate?

Complete your accredited investor qualification to access active financing opportunities.