On August 7, 2013, the TSX Venture Exchange (the
"TSX Venture"): (i) provided notice that
the Temporary Relief Measures for private placements first
announced on August 17, 2012 (the "Relief
Measures") will lapse on August 31, 2013; (ii)
provided advance notice that it intends to amend its policies with
the goal of easing the burden imposed on Issuers regarding certain
minimum pricing rules (other than the $0.05 minimum offering price
for shares/units); and (iii) advised that, effective immediately,
it has removed the existing 15% limit imposed on "Founder
Shares" of Issuers listing on the TSX Venture.
Lapse of the Relief Measures
On August 17, 2012, the TSX Venture implemented the Relief
Measures that were set to expire on August 31, 2013. The TSX
Venture provided notice that the Relief Measures will not be
extended and will therefore lapse on August 31, 2013. However, the
TSX Venture also provided a transition period for the termination
of the Relief Measures advising that the TSX Venture will allow any
Private Placement that has been conditionally accepted by the TSX
Venture on or before August 31, 2013 to be completed within 30 days
following the date of conditional acceptance of such Private
Intended Policy Amendments to Minimum Pricing Rules
Aiding the lapse of the Relief Measures is the announcement of
intended amendments to TSX Venture policies that will have the
effect of easing certain existing requirements and restrictions
pertaining to the TSX Venture's minimum pricing rules (other
than the $0.05 minimum offering price for shares/units).
Minimum Price for Warrants and Options: The minimum allowable
exercise price for share purchase warrants and incentive stock
options will be reduced from $0.10 to $0.05 per share. This change
will apply to the full term of the warrant or option.
Minimum Price for Convertible Debentures: The minimum allowable
conversion price for debentures will be reduced from $0.10 to $0.05
per share for the first year of the term of the debenture. The
minimum conversion price for debentures will remain at $0.10 per
share for the balance of the term of the debenture.
Minimum Price for Initial Public Offerings: The minimum
allowable offering price for a non-Capital Pool Company initial
public offering will be reduced from $0.15 to $0.10 per
Shareholder Approval for Share Consolidations: The TSX Venture
will only require shareholder approval for a share consolidation
which, when combined with any other share consolidation conducted
by the Issuer within the previous 24 months that was not approved
by the Issuer's shareholders, would result in a cumulative
consolidation of greater than 10 to 1 over such 24 month period.
However, Issuers will still be subject to shareholder approval
requirements for consolidations under applicable corporate
The TSX Venture has indicated that it will consider allowing
Issuers to rely upon the intended changes to the existing policy
requirements prior to the formal adoption thereof.
The TSX Venture has also indicated that it will not be
implementing any policy amendments that would continue to permit
shares/units to be offered at a price below $0.05 per share or unit
(which is currently permitted under the Relief Measures).
Rescission of Bulletins Restricting Founder Shares
In addition to the above, the TSX Venture announced that it has
rescinded two of its Bulletins/Notices to Issuers dated December
11, 2007 and October 20, 2008 related to the capital structure of
Issuers listing on the TSX Venture. The principal effect of the
rescission is the removal of the existing 15% limit on
"Founder Shares". We note that the TSX Venture has
retained its general discretion under its initial listing policies,
to be applied on a case by case basis, to refuse a new listing on
the basis that an Issuer's capital structure is excessively
dilutive or otherwise imbalanced.
For further reference, a copy of the TSX Venture bulletin is
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