NI 45-106F1 · REPORT OF EXEMPT DISTRIBUTION

Your Schedule 1 built from
the subscription documents.

Upload the agreements from the closing and Schedule1 extracts all 27 purchaser fields from each one, maps every exemption to the code the schedule expects, and remembers your investors for the next filing.

For compliance teams filing exempt distributions in Canada.
schedule1.ai/app
Purchaser 12 of 38
Northwood Capital Partners Inc.
Entity · Toronto, Ontario
Extracted
Amount paid$250,000
Date of purchase2026-04-17
SecuritiesUNT (Units) · Series F
ExemptionNI 45-106 2.9(2.1)
Eligible investor cert.paragraph (c)
Registrant / InsiderN / N
Acceptance page shows Subscription Amount $250,000; the agreement body shows $255,000. The Acceptance page value was used.

Every raise, the same two problems.

One of them is a question of volume, and the other decides whether the report is accepted.

01

How many fields is one closing?

Twenty-seven per purchaser read off subscription agreements that never share a layout, once for every subscriber in the raise, and all inside the ten days you have after closing.

02

Which values on the page are the right ones?

One agreement names the subscriber, the dealing representative, the registrant, and the fund. The dealer block usually sits below the subscriber, so the wrong address travels easily into the report you file and has to be corrected afterwards.

Twenty-seven fields extracted without any typing.

Drop in the subscription packages from the closing, however many investors it took. Schedule1 reads each one, identifies the subscriber among every other party the document names, and returns the purchaser record the schedule asks for, with a plain-English note on anything a reviewer should look at.

The whole closing goes through together
Agreements from the raise are processed as a batch without anyone opening them, so a fifty-investor closing costs your team the same effort as a five-investor one.
Knows which party on the page is the purchaser
Salesperson blocks, registrant information, dealer certificates, and the fund itself are held out of the purchaser fields, however far down the document they appear.
Ignores the signature certificate at the back
DocuSign and Adobe Sign completion pages carry contact details captured by the signing platform, so those pages are excluded from extraction entirely.
Treats the Acceptance page as authoritative
The issuer's completed acceptance block governs name, amount, date, series, and exemption. When it disagrees with the body of the agreement, you get both values and a note saying which was used.
Values are transcribed exactly as written
A value that is present but plainly wrong for its field is reported as blank with a warning, and nothing is corrected, completed, or guessed on your behalf.
Amounts come back the same every run
$50,000, 50000, and 50000.00 all resolve to one value, so a re-run never quietly shifts a number in your filing.

The code the schedule wants, from the wording on the form.

Subscription forms describe the exemption in prose while Schedule 1 accepts a fixed list of codes, several of which begin from the same sentence. Schedule1 resolves that wording to a single code and shows what drove the choice.

Worked example
Exemption printed on the formsection 2.9
Subscriber's provinceOntario
Subsections Schedule 1 accepts3
Paragraph on the certificate(c)
BC and NL file under 2.9(1), MB, PE, YT, NT, and NU under 2.9(2), and AB, SK, ON, QC, NB, and NS under 2.9(2.1).
Printed on the form
2.9

The offering memorandum exemption with its subsection left unstated, which is where three different Schedule 1 codes all begin.

Required on Schedule 1
2.9(2.1)

Resolved from the subscriber's province, and written to your filing alongside the certificate paragraph.

The province decides which subsection applies, and it is rarely printed anywhere near the exemption box.

Maps the wording on the form to the Schedule 1 code
Each of the eighteen exemption values the schedule accepts is matched from how the form phrases the box that was ticked.
Finds certificates by their printed title
The Accredited Investor Certificate is Appendix A in one document and A1 in another, and in an offering-memorandum deal Appendix A is the Eligible Investor Certificate, so identification runs off the printed title in every case.
Captures the paragraph letter that was ticked
Section 2.3, 2.5(1), and 2.9 all require the specific paragraph relied on, pulled from the certificate that belongs to the exemption actually used.
Raises a warning where a province falls outside the rule
A subscriber outside the listed jurisdictions returns blank with the province named, so the mapping stays a decision you make.
Picks the compensated firm by order of preference
Salesperson information on the risk acknowledgement form that matches the exemption relied on wins, and a conflicting firm name elsewhere is reported.

The second raise starts where the first one finished.

Every purchaser you extract is kept in your organization's investor database. When those investors subscribe again you pick them from a list and enter what they paid this time, so the work compounds in your favour filing after filing.

Every extracted purchaser is saved to your investor database
Records are matched on name within your organization, so the same investor is stored once however many times they subscribe.
Returning investors are picked from a list
Search the database, tick the investors in this raise, enter the amount each paid, and they join the newly extracted records in one list.
Amounts stay per filing
The amount you enter belongs to this distribution, since the database holds each investor's standing profile while every filing carries its own figures.
Every row shows where it came from
Records carry a source of database or newly extracted through the review screens and into the export.
Records stay editable
Add an investor by hand, correct one, or remove one from the management screen using the same fields the filing uses.

What it reads in the package.

A closing arrives as a stack of documents that each carry part of the answer, and all three feed the same purchaser record.

Subscription agreements
Fields are located by what the form calls them, so differences in how issuers lay out a page carry no weight, whatever the subscriber type.
LIVE
Investor certificates
Accredited Investor and Eligible Investor Certificates identified by printed title, with the paragraph relied on captured.
LIVE
Acceptance pages
The issuer's For Office Use Only block is treated as authoritative for the five values it carries and reconciled against the agreement.
LIVE

Off the critical path, every quarter.

"

The manual work on our 45-106 filings was a real operational bottleneck every quarter. Schedule1 cut our preparation time dramatically and gave us compliance assurance that the output was formatted correctly.

Chief Compliance OfficerCanadian Alternative Asset Manager
Name withheld at client request
Get started

Close the raise and file
within the ten days.

We'll run a past closing through it and show you the purchaser list it produces.