The Canadian private placement market is one of the most transparent in the world. Almost every named subscriber in every closing is on a public filing somewhere. The data is free. The interface is bad. The volume is enormous. Most issuers never read any of it, even for their own competitors.
This piece walks through the four primary sources of named-investor data on Canadian private placements, what each filing actually contains, and how to assemble the data into something useful. None of this is regulated activity. Identifying named investors from public filings is research. Soliciting them is something else, and we will get to that at the end.
Form 45-106F1 is the one that matters
Of the four primary sources, this is the foundation. Everything else supplements it.
National Instrument 45-106 governs prospectus exemptions in Canada. When a Canadian issuer distributes securities under one of those exemptions (most commonly the accredited investor exemption), it must file a Report of Exempt Distribution on Form 45-106F1 within 10 days of the closing. The form is mandatory. The filing is public.
What is on it:
- Every purchaser, by legal name (individuals and entities)
- The residence of each purchaser, by province or country
- The exemption relied on for each purchaser
- The subscription amount per purchaser, except where redacted in the public version
- The aggregate gross proceeds of the entire distribution
- Compensation paid to any registered placement agents
The redaction matters. Some issuers file with subscriber-level subscription amounts visible. Some file with that field redacted in the public copy. The aggregate is always disclosed. The purchaser name is always disclosed.
Across two to three years of comparable issuers, the cumulative output is in the thousands of named subscribers. A $4M copper-gold non-brokered placement on a BC drill-stage project has roughly 30 to 40 comparable closings within the past 24 months on the TSX-V and CSE. Each of those closings names 15 to 60 subscribers. That is between 450 and 2,400 individual named investors with documented participation in raises that look like yours, all in public filings, all free to access.
The interface for finding them is sedarplus.ca. Search by issuer name, click into the issuer profile, navigate to the document type filter, select Reports of Exempt Distribution. The forms come up as PDFs.
Closing news releases
The Form 45-106F1 names every subscriber. Closing news releases name the important ones.
When a TSX-V or CSE issuer closes a placement, they almost always publish a news release announcing the close. The release usually identifies lead investors, anchor or cornerstone subscribers, and any notable participating fund. The granularity is far less than the Form 45-106F1, but the editorial choice of which investor to name in the release is itself a signal. The named ones are the meaningful ones.
What to extract from a closing release:
- Lead and cornerstone investors (often quoted)
- Unit structure (FT shares, hard dollar units, charity FT, units with warrants)
- Unit price, warrant ratio, warrant exercise price
- Placement agent identity and compensation, if any
- Insider participation amounts and percentages
Closing releases are indexed on SEDAR+, on the issuer's IR page, and through services like Newsfile Corp, GlobeNewswire, and the wires used by Junior Mining Network and Investing News Network.
Early warning reports
National Instrument 62-104 requires an investor to file an early warning report when their beneficial ownership of voting or equity securities of a reporting issuer crosses 10 percent. The report names the investor, discloses the size of the position, and states the purpose of the acquisition.
For private placement research, early warning reports are useful because they identify the largest investors in a given issuer. A $250,000 cheque from a HNW individual into a $50M company will not trigger an early warning. A $5M cheque from a fund into a $30M company will. The reports also create a rolling timeline because subsequent reports are required at every additional 2 percent change in the position.
The pattern to look for: an investor who has filed early warning reports on three or four different junior mining issuers in the same commodity over a 24-month window. Those investors are serial cornerstone participants in that sector. They are also the highest-quality cold contacts you will find anywhere, because their thesis is documented in detail across multiple primary filings.
SEDI
SEDI captures insider trading activity. It is the worst-designed government website in active use in Canadian capital markets, but the data is real and the data is free.
Two uses for SEDI in placement research.
First, confirming insider participation. When a CEO, CFO, or director participates in their own company's placement, the participation is reportable on SEDI within five days. This is useful for two reasons: it confirms the strength of the insider commitment to the round (insiders putting in 10 percent of a raise is a very different signal than insiders putting in zero), and it identifies the personal investing patterns of the insider across other issuers they hold positions in.
Second, cross-referencing 10 percent shareholders across multiple issuers. The same family office showing up as a 10 percent shareholder on three different junior mining names is a serial cornerstone investor. SEDI's search interface makes this harder than it should be, but it is doable.
The URL is sedi.ca. Go in expecting the interface from 2008.
Building the comparable matrix
The actual research process for a single raise breaks into four steps. None of them are clever. All of them take real time.
One: define the comparable set. Same commodity. Similar stage of project advancement. Similar raise size. Same exchange (TSX-V or CSE). Similar jurisdiction. For a $4M copper-gold non-brokered placement on a BC drill-stage project, the comparable set is BC and Western Canadian copper-gold drill-stage non-brokered placements between roughly $2M and $7M over the past 24 to 36 months. That is somewhere between 25 and 50 closings.
Two: pull the filings. For each comparable, pull the closing news release and the corresponding Form 45-106F1 from SEDAR+. Extract every named subscriber.
Three: aggregate and dedupe. The same names will recur across the comparable set. The investors who appear in three or more comparable closings are high-conviction targets for your raise. The ones who appear in only one closing are either one-time strategic participants or active enough that your raise is the next one they will look at.
Four: verify the contact paths. The Form 45-106F1 names the legal entity. It does not give you the email format, the direct phone, or the LinkedIn profile of the partner who actually decided to write the cheque. This is where the work compounds. Real verification means LinkedIn cross-referencing, fund website research, and direct phone calls to verify line ownership before the contact goes into your outreach sequence.
Research is not solicitation
The line between identifying a named investor from public filings and soliciting that investor to participate in a securities distribution matters under Canadian securities law.
Identifying named investors from public filings is research. It is unregulated. Anyone can do it.
Soliciting those investors to participate in a securities distribution is regulated activity. It typically requires registration as an exempt market dealer (EMD), investment dealer, or restricted dealer under National Instrument 31-103. The issuer's CEO can solicit directly under issuer exemptions in most provinces. A third party generally cannot.
This is why Auric Axis is research-for-hire and not a placement agent. We identify the named investors and verify the contacts. The issuer or its retained agent does the actual outreach. Different posture, different regulatory category, different fee structure.
The realistic time cost
For one raise, building a clean comparable-set across 25 to 50 closings, extracting and deduping the named subscribers, and verifying contact paths for the top 50 names runs 50 to 80 hours of focused work. That is two weeks of part-time effort or a hard week of full-time effort.
Most CEOs and CFOs do not have it during an active raise window. Most placement agents do not provide it because they are managing their own book. The result is the gap that almost every non-brokered placement runs on day 30, when half the round is committed and the close date is approaching and nobody has done the work to identify the 50 investors who would actually write a cheque if asked the right way.
That gap is what Auric Axis was built to fill. Fifteen verified investors per engagement, sourced from the filings above, paired with direct contacts and a three-touch sequence in the issuer's voice. Five business days. Fixed fee.