TSX Venture Exchange Announces Amendments to Policies
February 10th, 2009
The TSX Venture Exchange (TSX-V) announced that effective December 15, 2008, it will implement a number of changes to its policies. These changes are in effort to streamline the existing policies and in some cases make them consistent with the policies of the Toronto Stock Exchange (TSX). They are also being amended to remove certain existing differences between Tier 1 and Tier 2 issuers.
Below is a brief summary of the TSX-V amendments, however it should not be relied upon as legal advice. We encourage you to contact Penny Green for a detailed explanation of how these amendments will impact your listed company going forward.
We direct you to the TSX-V website which provides a full description of the recent amendments (http://www.tsx.com/en/pdf/November3-2008_ETF-Tier1-Tier2.pdf) and to a bulletin issued by the TSX-V on December 18, 2008 (http://www.tsx.com/en/news_events/news_releases/12-18-2008_TSXVenture-Bulletin.html)
General
Provisions relating to general discretion of the TSX-V in each policy have been removed unless they relate to something specific. There is a general discretion provision in the interpretation policy, which clarifies that the TSX-V, when exercising discretion, will take into account the public interest.
Hold Periods
The hold period applied by the TSX-V has been modified so as to remove the TSX-V hold period except where securities are issued:
· to directors, officers and promoters;
· persons holding securities carrying more than 10% of voting rights attached to Issuer’s securities both immediately before and after the transaction, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the issuer; or
· at a discount greater than 10% to the Market Price.
Share Purchase Warrants
The term of share purchase warrants has been extended from two years to five years in all policies where share purchase warrants are applicable. The five year term applies to both Tier 1 and 2 Issuers.
Incentive Stock Options
The maximum term of options granted by Tier 2 issuers will be extended from 5 years to 10 years. The five year term now applies to both Tier 1 and 2 Issuers.
Directors, Officers and Corporate Governance
Issuers must have a corporate secretary.
Escrow Periods
The release period for surplus escrow agreements has been reduced from six years to three years.
The most significant changes are to the following TSX-V policies:
2.3 – Listing Procedures
3.1 – Directors, Officers, Corporate Governance
3.3 - Timely Disclosure
3.4 - Investor Relations, Promotional and Market Making Activities
4.1 - Private Placements
4.5 - Rights Offerings
5.4 - Escrow Vendor Consideration and Resale Restrictions
5.8 - Name Changes, Security Consolidations and Splits.
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