I've never done a private placement before but I know many people that have. The biggest problem with private placements right now is depositing shares in a brokerage account is very difficult as only a few brokerages in the US accept shares of private placements. I'm guessing that a Canadian company is even harder to deposit in a US account. You may need to open a Canadian brokerage account to deposit the shares. Also, you may need to obtain an attorney's opinion letter in order to be able to deposit the shares. I'd be very cautious with a private placement.