Data Room for Private Placements in Canada (2026)

How it works in Canada

Private placements are how most Canadian companies, private and listed, raise money outside a prospectus. A private company may sell to accredited investors or use the offering memorandum exemption to reach a broader group. Listed issuers on the TSXV, CSE and TSX regularly raise through brokered or non-brokered placements, often with an agent that runs a short diligence review. Agents often want a room too.

Each exemption carries its own document set. The accredited investor route needs a subscription agreement and status certificates, plus Form 45-106F9 for some individuals. The offering memorandum route needs an OM in the prescribed form, with financial statements, and in several provinces investment limits for non-eligible investors. The listed issuer financing exemption relies on the issuer's continuous disclosure and an offering document.

Investors in a listed company placement also check what has been disclosed publicly, so the room links to SEDAR+ filings. A placement cannot be used to share material undisclosed information selectively, so counsel checks that the room holds nothing beyond what is public, or that investors are wall-crossed under a confidentiality agreement. That check is easier when the room index separates public filings from internal documents.

Best data rooms for private placements

Our five criteria, re-weighted for this use case, plus a small bonus for providers built around it.

1 Ellty ~C$211/mo
9.4 Visit Ellty
2 iDeals Quote
8.6
3 Datasite Quote
8.5
4 Ansarada Quote
8.5
5 Firmex Quote
8.3
6 Drooms Quote
8.2
7 Intralinks Quote
8.1
8 Box ~C$21/user/mo
7.9
9 Citrix ShareFile ~C$78/mo
7.9
10 SmartRoom Quote
7.9

Privacy 20%Workflow 24%Control 20%Usability 18%Cost 19%

What goes in the data room

Private placements: index

01
01 Offering document
OM in Form 45-106F2, LIFE offering document or term sheet, with all amendments.
02
02 Subscription
Subscription agreement, accredited investor certificates, risk acknowledgement forms (F4, F9).
03
03 Financial statements
Audited annual statements required for an OM, interim results, use of proceeds.
04
04 Corporate
Articles, by-laws, cap table, board resolutions approving the placement.
05
05 Public disclosure
For reporting issuers, index of SEDAR+ filings, material change reports and recent press releases.
06
06 Agency
Agency agreement, agent's diligence questions, compensation and broker warrants.
07
07 Material contracts
Key contracts and risks discussed in the offering document.
08
08 Closing
Closing certificates, legends, DRS statements, escrow if any.
09
09 Regulatory filings
Form 45-106F1 with schedule, fee receipts, OM filings with each regulator, marketing materials filed.

Canadian rules that apply

Offering memorandum exemption

Under section 2.9 of NI 45-106, an issuer can sell to any investor with an OM in Form 45-106F2 and a signed risk acknowledgement. In Ontario, Alberta, Quebec and several other provinces, non-eligible individuals are limited to C$10,000 in 12 months, and eligible investors to C$30,000, or C$100,000 with suitability advice.

Listed issuer financing exemption

Reporting issuers listed for 12 months can raise from the public with a short offering document. Under CSA Coordinated Blanket Order 45-935 (May 2025), the limit is the greater of C$25 million and 20% of market capitalization, up to C$50 million in 12 months. Securities are freely tradeable.

Reports and resale

The issuer files Form 45-106F1 within 10 days of the distribution. For most other exemptions, securities of a reporting issuer are subject to a four-month hold period under NI 45-102, so certificates and legends must be checked.

Features to insist on

Data room	Activity log	Dynamic watermarks	Q&A module	E-signature
Ellty	Yes	Yes	Yes	Yes
iDeals	Yes	Yes	Yes	No
Datasite	Yes	Yes	Yes	No
Ansarada	Yes	Yes	Yes	No
Firmex	Yes	Yes	Yes	No
Drooms	Yes	Yes	Yes	No
Intralinks	Yes	Yes	Yes	No
Box	Yes	Yes	No	Yes

Activity log. Per-user history of opens, prints and downloads with timestamps, which you can export for the closing binder.
Dynamic watermarks. The reader's identity and the date are printed across every page, which discourages screenshots and identifies the source of a leak.
Q&A module. Bidders post questions inside the room; counsel or the CFO drafts the reply, someone approves it, and every exchange stays on file.
E-signature. Confidentiality agreements and closing papers can be executed on the platform.

How to set it up

1
Pick the exemption first
Decide with counsel which exemption fits the investor base. The choice drives the documents, investment limits and filings, so the room structure follows it. Record the decision and the reason in the compliance folder.
2
Prepare the offering document
Draft the OM, LIFE document or term sheet and keep versions in one folder. Under an OM, statements are subject to statutory rights of action, so keep supporting evidence next to each draft.
3
Give agents what they need
Agents in a brokered placement do their own diligence. Create a group for the agent and its counsel and route their questions through the room Q&A. Give each agent its own group.
4
Collect signed subscriptions
Have investors sign subscription agreements and risk acknowledgements electronically, and store them by investor. Check accredited status certificates before accepting funds. Reject incomplete forms before closing, not after the money arrives.
5
File and keep the evidence
File Form 45-106F1 within 10 days, and any OM with the required regulators. Keep receipts and the investor schedule in a restricted folder for audit. Calendar each filing date at launch.

Common mistakes

Accepting OM investments over the provincial limit without suitability advice.
Forgetting the four-month hold legend on certificates for listed company placements.
Missing the Form 45-106F1 filing for investors in a small province.
Using marketing materials not filed with the OM where provinces require it.

FAQ

What is the offering memorandum exemption?

It lets a company sell securities to almost any investor if it provides an offering memorandum in the prescribed form and the investor signs a risk acknowledgement. Several provinces, including Ontario, Alberta and Quebec, cap how much non-eligible individuals can invest. Investors get statutory rights if the OM has a misrepresentation.

What is the listed issuer financing exemption?

LIFE lets listed reporting issuers raise money from the public with a short offering document, relying on their continuous disclosure. The CSA raised the limits in May 2025 by blanket order and in July 2026 proposed making the higher limits permanent. Securities issued under it are not subject to a hold period.

Do we need a data room for a small private placement?

A simple one, yes. It keeps the offering document, subscriptions, certificates and filings in one place, which matters if a regulator or a later buyer asks how the shares were issued. It also lets agents and investors review in parallel rather than by email.

Data room for private placements in Canada