Private

Before a private offer of securities can be made, the ECSRC has to first assess the offer and determine if it is in fact a private offer, or if the securities will be offered to the general public. Following assessment, if it is determined that the offer is a private placement, initial disclosure requirements of the Securities Act will be inapplicable. Subsequent to the authorisation and issue of the securities, a complete list of purchasing investors should be provided to the ECSRC.

In order for the ECSRC to assess the offer, the applicant for a private placement should submit a letter of intent along with the following information:

1. An Offer Memorandum/Prospectus (a proposed outline is posted below);
2. Registrar/Transfer and Paying Agent;
3. Trustee;
4. Prospective investor listing;
5. Copies of all documents disseminated or to be disseminated to prospective investors;
6. A non-refundable processing fee of EC$1,000.00.

The applicant is also required to inform the prospective investors that the transfer of securities acquired via private placement is to be restricted to persons within the initial group of investors and the issuer. The expressed permission of the ECSRC must be obtained for a transfer of securities not meeting the foregoing requirement.