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The Finder's Fee Agreement For Raising Capital is essential for Canadian businesses seeking to formalize arrangements with intermediaries who help secure investment capital. This document is typically used when a company requires external funding and wishes to engage someone to facilitate introductions to potential investors. The agreement must carefully navigate Canadian securities regulations, including provincial Securities Acts and National Instruments 31-103 and 33-105, which govern registration requirements and compensation arrangements in securities transactions. It defines the scope of permitted activities to ensure compliance with securities laws, establishes clear compensation structures, and includes necessary regulatory disclosures. The document is particularly important for protecting both parties' interests and ensuring transparency in capital raising activities while maintaining compliance with Canadian legal requirements.

1. Parties: Identifies and provides full legal details of the company seeking capital (the 'Company') and the finder/intermediary (the 'Finder')

2. Background: Explains the Company's intention to raise capital and the Finder's ability to introduce potential investors

3. Definitions: Defines key terms including 'Qualified Investor', 'Successfully Completed Transaction', 'Finder's Fee', and 'Introduction'

4. Appointment and Scope of Services: Details the Finder's appointment, authorized activities, and specific services to be provided

5. Term and Termination: Specifies the duration of the agreement and circumstances for termination

6. Compensation: Details the finder's fee structure, calculation method, and payment terms

7. Payment Terms: Specifies when and how payments will be made, including any conditions precedent

8. Representations and Warranties: Key statements from both parties regarding their capacity, authority, and compliance with laws

9. Regulatory Compliance: Acknowledges applicable securities laws and confirms compliance requirements

10. Confidentiality: Protects confidential information exchanged during the engagement

11. Non-Circumvention: Prevents direct dealings with introduced parties to avoid fee payment

12. Limitation of Liability: Defines the extent and limitations of each party's liability

13. General Provisions: Standard clauses including notices, amendments, governing law, and entire agreement