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The Standby Equity Distribution Agreement (SEDA) serves as a strategic financing tool for Canadian public companies seeking flexible access to capital markets. This agreement type is particularly valuable for companies requiring periodic funding injections without the complexity and cost of traditional equity offerings. The document structure reflects Canadian securities regulations, including provincial Securities Acts and TSX/TSXV requirements, while incorporating necessary corporate law elements from the Canada Business Corporations Act or provincial equivalents. It establishes a framework where companies can draw down funds by issuing shares at a discount to market price, typically based on the volume-weighted average price (VWAP). The agreement includes comprehensive provisions addressing regulatory compliance, disclosure obligations, and shareholder approval requirements specific to Canadian markets.

1. Parties: Identification of the company and the investor/investment entity

2. Background: Context of the agreement, including company's listing status and purpose of the facility

3. Definitions: Key terms used throughout the agreement, including financial and technical definitions

4. Facility Amount and Term: Total commitment amount, term of the facility, and any extension provisions

5. Drawdown Mechanics: Process for requesting advances, timing, and delivery of drawdown notices

6. Pricing Mechanism: Formula for determining share issue price, typically based on VWAP with specified discount

7. Conditions Precedent: Requirements to be met before facility becomes effective and for each drawdown

8. Company Representations and Warranties: Standard and specific representations regarding company status, authorization, and compliance

9. Investor Representations and Warranties: Representations regarding investor's status, authority, and investment intent

10. Company Covenants: Ongoing obligations including maintaining listings, authorizations, and regulatory compliance

11. Share Issuance Provisions: Mechanics for issuing shares, including timing and delivery requirements

12. Regulatory Compliance: Requirements for securities law compliance and exchange rules

13. Events of Default: Circumstances allowing termination or suspension of facility

14. Termination Rights: Grounds for termination by either party and consequences

15. Fees and Costs: Commitment fees, transaction fees, and cost allocation

16. Confidentiality: Protection of confidential information and announcements

17. Notice Provisions: Methods and requirements for formal communications

18. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions