On September 28, 2012, the Toronto Stock Exchange
("TSX") published a notice (the "Notice") to
provide guidance with respect to disclosure and other related
requirements where a transaction is subject to security holder
approval pursuant to the TSX Company Manual (the
"Manual"). For security holders to make an informed
decision whether to approve a transaction, listed issuers are
required to disclose material terms of the transaction either in
the circular that will be mailed to security holders or in the form
of written consent. Under certain circumstances, certain disclosure
is applicable to press releases disclosing the material terms of a
The guidance provided by the TSX generally applies to
transactions involving the issuance of securities such as private
placements and acquisitions, and also applies to transactions
involving insiders or related parties of non-exempt issuers which
do not involve the issuance of securities but which require
security holder approval.
If the TSX requires security holder approval or exempts an
issuer from security holder approval, listed issuers and their
advisors must provide a draft of a circular to the TSX for review
at least five business days in advance of finalization of the
The disclosure should include certain terms, as applicable,
details of which are outlined in the Notice. For more information,
please refer to the Notice, which can be found
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