Selling shares

Raise from the public, and give up a piece of the company instead of a repayment

Investors in Ontario, Alberta and British Columbia buy part of your business. Nothing is repaid and no interest accrues — they make money only if you do. Twenty-one days of Bootcamp starting the day you do, a monthly live show for selected companies, and Backers review before any offering can launch.

I would rather borrow and repay

Stage 1 · Backers Bootcamp

Twenty-one days to be ready

A course you work through, not a webinar you watch. Sessions run online and Gwen — the AI that works inside your Backers workspace — drafts alongside you. By day 21 you have the three things a company needs to raise from the public, and most founders start with none of them.

Your corporate record

Incorporation, cap table, directors, the minute book. Unglamorous — and the thing that most often stops a raise two days before launch.

Your offering document

The Form 45-110F1 every issuer must provide: what you do, what the money is for, and what could go wrong. It is certified before anything opens.

Your audience

The people who will actually fund you. You build it during the 21 days by posting to your channel, and it is one of the readiness criteria the show selects on.

Completing the Bootcamp prepares the required work for Backers review. It does not guarantee that Backers will permit an offering to list or go live.

Stage 2 · Backers Live

Three days. Up to ten companies. A live audience follows the work.

Up to ten companies may be selected on readiness for each three-day live broadcast. They work with experts and pitch on air before a live audience. When a selected company also has an offering separately permitted to list and open on Backers, viewers can review it and choose whether to invest.

You compete

Live challenges and pitch sessions put each selected company in front of an audience across the three-day event. The format for each show is published before it begins.

It goes out live

Streamed on the Backers Live channel and pushed into the feed. Recorded sessions can remain available as replays after Water finishes processing them.

Open offerings stay close

When your offering is permitted to list and open, it can be linked beside the stream. Viewers can review the offering document, complete verification and risk acknowledgements, and choose whether to subscribe.

Launch requires permission to list

Bootcamp completion and LIVE selection do not guarantee a listing. Backers decides whether and when an offering may launch after review.

Being selected for Backers Live is not a view on whether a company is a good investment. It allocates attention, nothing more. How the show works.

Stage 3 · Your offering

Open to everyday investors

Backers operates this funding portal under the start-up crowdfunding exemption — National Instrument 45-110 — and your raise runs under it. Ordinary people in Ontario, Alberta and British Columbia can invest, not only the wealthy or the well-connected.

Everyday investors can back you

No accreditation test. Investors can put in from $100, up to $2,500 each per offering — so a raise is built from many people rather than a few.

Ninety days to raise

An offering stays open for up to 90 days, and a company may raise up to $1.5M across a rolling twelve months.

Required investor steps

Every investor is given access to the offering document, completes the required risk acknowledgement, and may withdraw within two business days. Their money sits in trust until the raise closes.

Start any day. The show runs monthly.

Your 21 days start when you do. Upcoming event dates and line-ups are announced on the Backers LIVE channel.

  1. Any day
    You start

    Start your company workspace any day. Applications never close.

  2. Your 21 days
    The Bootcamp runs

    Three weeks from your start: the company record, the offering document, the audience.

  3. Before each event
    Up to 10 companies selected

    Each event has its own readiness review. The public line-up is announced on the Backers LIVE channel.

  4. Dates announced monthly
    Live

    Three days on air. An offering may be shown only after the portal separately permits it to list and go live.

What it costs

Starting Get Backers and opening the company workspace cost nothing. The standard equity access fee is $2,999.99 plus applicable GST/HST, once, under the initial access agreement for its stated work. Start company requirements and initial F1 information for free, then sign that agreement and pay the invoice upfront to open full preparation. Exact final offering terms are reviewed and signed separately; initial indicative terms can change after further information is reviewed.

When your raise closes, Backers takes 7.99% of what you actually raised.

Backers doesn't sell marketing or advisory services. Companies may hire anyone they choose.

You may also hire Gwen directly for broader company operations. Gwen bills that relationship separately from Backers, and it does not affect review, listing permission, or Backers LIVE selection.

How companies are selected

Completing the Bootcamp creates the record Backers reviews before deciding whether to list an offering. Backers Live selection is a separate decision based on the work completed during the 21 days.

  • How ready the company actually is — corporate record, financials, document
  • The size and engagement of the audience you built during the Bootcamp
  • How clearly you explain what you do and what the money is for
  • Whether the raise is realistic for the stage you are at

Listing remains at Backers' discretion. Completing Bootcamp, providing every requested document, finishing every step, or signing every required acknowledgement does not create a right to be listed. Backers may decline to list an offering even when all of those items are complete.

What Backers charges an equity issuer

The initial access agreement states the paid preparation scope. The separate final offering agreement states the cash success fee.

Access fee

Equity issuer access

$2,999.99one time, plus tax

Workspace, 21-Day Bootcamp, onboarding, offering preparation infrastructure, and Backers review.

Payable upfront before full preparation

Cash success fee

7.99% of funds raised

7.99%at each closing

Of gross funds raised through the portal, payable at each closing.

The access fee and the 7.99% cash success fee are what Backers charges an equity issuer. Backers takes no equity in your company. Backers doesn't sell marketing or advisory services. Companies may hire anyone they choose, and third-party costs, including any advertising spend, are the company's own.

Questions

Mostly about National Instrument 45-110, the rule that makes this legal.

What is NI 45-110?+
The start-up crowdfunding exemption. Securities law normally requires a company to file a prospectus — an expensive document — before selling shares to the public. NI 45-110 creates an exception for small raises made through a funding portal operating under that exemption, which is what Backers is. It has applied across the participating provinces and territories since 2021.
How much can my company raise?+
Up to $1,500,000 in any twelve-month period, counting every distribution your company and its affiliates make under this exemption. A single offering may run for up to 90 days.
How much can one person invest?+
Up to $2,500 per distribution. If a registered dealer has determined the investment is suitable for them, that rises to $10,000. There is no accreditation test — that is the point of the exemption.
Can investors change their mind?+
Yes. A purchaser may withdraw within two business days of subscribing by notifying the portal, and gets their money back. Until the offering closes, all subscription funds are held in trust rather than passed to the company.
What happens if we do not hit the minimum?+
The offering does not close and every subscriber gets their money back from trust. You cannot take a partial raise below the minimum you set.
Who can use this exemption?+
Broadly: a company whose head office is in Canada, that is not a reporting issuer (not already listed on a public market), and not an investment fund. Your directors and officers must reside in a jurisdiction where the exemption is available.
What is the Form 45-110F1?+
The offering document. It describes your business, how much you are raising, what the money is for, your minimum, the deadline, and the risks. It is not reviewed or approved by any securities regulator — you are responsible for it being true. Backers helps you build it during the Bootcamp, and it must be certified before your offering opens.
And the Form 45-110F2?+
The risk acknowledgement every investor signs before they can put money in. It states plainly that they could lose everything, that the investment is illiquid, and that no regulator has reviewed the offering.
Do I have to become a reporting issuer afterwards?+
No. Raising under 45-110 does not make your company a reporting issuer, so there are no continuous disclosure obligations under this exemption. Your obligations to your new shareholders come from corporate law and whatever you agreed with them.
Can investors sell their shares?+
Not readily. Securities bought this way are subject to resale restrictions and there is no public market for them. Investors should expect to hold indefinitely, and every investor is told this before they invest.
What does it cost to get to launch?+
Starting Get Backers and opening a workspace cost nothing. The standard equity issuer access fee is $2,999.99 plus applicable GST/HST. It is invoiced when you sign the initial access agreement and is payable upfront before full preparation opens. Paying the fee does not guarantee listing, Backers LIVE selection, financing, or a successful raise.
Does advise investors on my deal?+
No, and it is not allowed to. A funding portal relying on this exemption may not provide advice about the merits of a security. Backers checks eligibility and runs the process; whether a company is a good investment is entirely the investor’s own judgement.
What does take?+
The standard equity issuer access fee is $2,999.99 plus applicable GST/HST. At each closing, Backers receives 7.99% of gross funds raised through the portal. Backers takes no equity in the company.
Can I use Gwen outside ?+
Yes. Included Gwen assistance works with your Backers issuer record. You can also connect a Gwen workspace your company already owns or hire Gwen directly for broader operations. Gwen invoices a direct relationship separately, and using or declining it does not affect Backers review, listing permission, or LIVE selection.
What if I am not selected for the show?+
Not being selected means you are not part of that broadcast. Any offering remains subject to Backers review and discretion, and completing the Bootcamp does not guarantee a listing or launch.

This page is a plain-language summary and not legal advice. The governing text is National Instrument 45-110 itself, and the rules can differ slightly by province. Get your own counsel before you raise.

Applications are open

Free to apply. It does not create a company or commit you to raising.

Get Backers

Not what you were looking for? Borrowing and repaying on a fixed schedule is the continuous business-financing path, with its own due diligence and monthly payments.

Backers Securities Inc. operates this funding portal under the start-up crowdfunding exemption and is not registered under securities legislation in any jurisdiction of Canada. We do not advise companies or investors on the merits of an investment, and nothing on this page is a recommendation or a promise that you will raise money or be approved to borrow. Start-ups fail often and investors can lose everything they put in, including money lent under a note. Regulatory information.