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ARTICLE · 14 OCTOBER 2025

Behind The Numbers: Navigating Comfort Letters With Confidence

The auditor's comfort letter is a key component in an underwritten capital raise, providing the underwriters with certain assurances regarding the offering document's financial information.

CanadaCorporate/Commercial Law

An auditor's comfort letter provides underwriters with certain assurances with respect to the financial information included in an offering document. One of the first steps of underwriters' counsel in the comfort letter process is to "circle-up" the financial information in the offering document, including certain information incorporated by reference. Underwriters' counsel will circle the numbers in the offering document on which they want comfort (i.e. the "circle-up"), which the auditors then compare against the issuer's accounting records.

Once the circle-up is complete, the auditors will then provide varying levels of comfort for these circled items in a process known as "tick and tie". Auditors will assign a certain symbol or letter (a "tick") to each procedure they perform to confirm the accuracy of the financial information. Each circled item is then assigned (or "tied" back to) a certain tick based on the procedure the auditors performed for that item.

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