This Note provides an overview of what a private placement offering is and how a private placement offering is conducted. In addition, this Note describes the parties involved in a private placement offering and the role each party plays in the offering. This Note summarizes the documents involved in a private placement offering, focusing on the offering document, the subscription agreement and the underwriting or agency agreement. This Note also reviews the offering process, from drafting the offering document and conducting due diligence to drafting and negotiating the key agreements, complying with Canadian stock exchange requirements and closing the offering.