Cautionary Disclaimer: Important Disclosure
(a) Indirect offering structure whereby investors indirectly invest in PrivateCo by acquiring LP Units
Securities of private company issuers (i.e., non-reporting issuers) (each being a PrivateCo) are offered for sale on this website. Investors indirectly acquire an interest in the securities of PrivateCo since they invest in securities of a British Columbia limited partnership (LP) that aggregates all investors into a single purpose vehicle that invests all of the net proceeds raised in the securities of a single issuer; PrivateCo., typically, as a co-investment with a private equity firm. InvestX Master GP1 Inc., (InvestX GP) a subsidiary of InvestX Capital Ltd. (InvestX) establishes the LP so PrivateCo does not have a large number of investors, which may make it easier for PrivateCo to undergo a liquidity event in the future if any. InvestX owns all of the securities of GP of each LP that invests in a particular PrivateCo. Accordingly, InvestX Financial acts as the private placement agent of (a) the limited partnership units of the LP (the LP Units) and (b) the indirect offering of securities of PrivateCo.
(b) Related and connected issuer disclosure matters
Securities laws in Canada require registered firms to provide certain disclosures to their clients when they trade in or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are “related” or “connected”.
A person or company is a “related issuer” to InvestX Financial if, through the ownership of, or direction or control over, voting securities or otherwise, (i) the person or company is an influential securityholder of InvestX Financial, (ii) InvestX Financial is an influential securityholder of the person or company, or (iii) if each of them is a related issuer of the same third person or company.
An issuer distributing securities is a “connected issuer” to InvestX Financial if there is a relationship between the issuer and InvestX Financial, a related issuer of InvestX Financial, or a director or officer of InvestX Financial, or the related issuer of InvestX Financial, that might lead a reasonable prospective purchaser of the securities of the connected issuer to question whether InvestX Financial and the issuer are independent of each other for the distribution of the issuer’s securities.
The LP may be considered a related and/or connected issuer of InvestX Financial since Marcus New (MN) is a dealing representative of InvestX Financial while also being an officer, director and indirect majority shareholder of InvestX and officer and director of InvestX GP of each LP whose LP Units are acquired by investors, which then invests the net proceeds in securities of PrivateCo. InvestX will realize compensation by receipt of 20% of any profits (net amount after payment of any outstanding management fees to the GP and payment to all LP Units of the original amount of their investment) that may accrue to an LP, from which an amount of 1% to 7% is paid by InvestX to the co-investing private equity firm. MN will realize compensation solely by receipt of an annual salary from InvestX.
Dependent upon the terms of an investment by an LP and the target PrivateCo, InvestX or a third party may loan monies to the GP, to facilitate the purchase of the investment allotment to the LP and thereby complete a co-investment in the target PrivateCo. with the particular private equity firm. InvestX Financial would continue the offering of LP Units of the LP to accredited investors until such time as the loan from InvestX is repaid, or as otherwise agreed between InvestX and the GP to the LP.
(c) This website facilitates access to private equity investing
Investments on this website are intended for Canadian investors who qualify under available prospectus exemptions pursuant to National Instrument 45-106 Prospectus and Registration Exemptions, and for United Stated “accredited investors” as defined under Regulation D of the Securities Act of 1933, and similar laws and regulations in other jurisdictions.
Investment opportunities posted on this website are “private placements” of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Private placement investments are NOT bank deposits (and thus NOT insured by the Canadian Deposit Insurance Corporation in Canada or the Federal Deposit Insurance Corporation in the United States or by any other federal governmental agency), are NOT guaranteed by InvestX Financial or InvestX and MAY lose value. Neither the Securities and Exchange Commission nor any federal or state securities commission or regulatory authority in the United States or any provincial or territorial securities commission or regulatory authority in Canada has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through this website.
LPs and associated PrivateCo offerings on this website are considered to be highly speculative and, as such, are suitable only for certain investors and those who are prepared to risk the loss of their entire investment.
(e) Access and agreement to be bound
(f) Financial projections/returns
Any financial projections or returns shown on this website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations.
(g) Cautionary Note: Forward-Looking Statements.
This document contains “forward-looking information” within the meaning of securities laws with respect to statements that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements, and involve known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of PrivateCo to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Except for statements of historical fact, information contained herein constitutes forward-looking information. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of the management of PrivateCo at the date the statements are made. While PrivateCo may consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive, and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of PrivateCo and there is no assurance they will prove to be correct.
Furthermore, such forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of PrivateCo to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking information. Such factors include, among others, general business, economic, competitive, political, regulatory, and social uncertainties. Although InvestX Financial understands that PrivateCo has attempted to identify important factors that could cause actual performance, achievements, actions, events, results, or conditions to differ materially from those described in forward-looking information, there may be other factors that cause performance, achievements, actions, events, results, or conditions to differ from those anticipated, estimated, or intended. Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information. Forward-looking information is made as of the date of any offering document provided by PrivateCo and we understand PrivateCo has no obligation to update or revise any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
(h) Solicitations and due diligence
Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees, and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial adviser, lawyer, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.