As we discussed in February, the TSX proposed various changes to its Company Manual earlier this year. The TSX has now announced that it is adopting the proposals, with non-material revisions, and that the OSC has provided its approval.
Changes effective July 29 include the creation of a new subcategory of minimum listing requirements for oil & gas development stage companies. Requirements under this new category include having contingent resources of $500 million and a minimum market value of the issued securities to be listed of $200 million. Effective on the same date, the TSX removed the requirement that a rights offering be unconditional.
Effective August 29, meanwhile, amendments have been made to three sections of the Company Manual to require aggregation of transactions over a six-month period for the purposes of determining whether certain prescribed thresholds have been met. The new six-month aggregation applies for the purposes of calculating whether consideration to be received by insiders or other related parties exceeds 2% or 10% of the market capitalization under s. 501 (relating to transactions involving insiders or related parties which to do not involve the issuance of securities but materially affect control of the issuer), and the 10% limit for consideration received by insiders in connection with a private placement under s. 604 or securities issuable to insiders in connection with an acquisition under s. 611.
Amendments have also been made to clarify that the 2% that applies to the exemption from securityholder approval for compensation arrangements that are used as employment inducements is to be calculated over a twelve month period.
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