The TSXV's amendments to Policy 4.1 – Private
Placements ("Policy 4.1") came into force on January 26,
2015, many of which are non-substantive in nature despite the
policy undergoing a substantial redraft. Some of the more
substantive amendments include the following:
1. Expanded Guidance on Notice and Acceptance Procedures:
The amendments include further guidance from the TSXV on the
steps involved in the notice and acceptance process for a private
placement, from price reservation to the publication of the
TSXV's bulletin. This new guidance in Policy 4.1 outlines the
steps to be taken by an issuer when it intends to close a private
placement upon receipt of conditional acceptance of the TSXV as
opposed to final acceptance.
2. Part and Parcel Pricing Exception:
It was clarified that the warrant exercise price premium
component of the part and parcel pricing rules does not apply if
the private placement is the concurrent financing in connection
with a qualifying transaction, reverse takeover or change of
business such that the exercise price of warrants issued as part of
a concurrent financing to a qualifying transaction, reverse
takeover or change of business need not be set at a premium to the
applicable market price.
3. News Releases:
Policy 4.1 now includes additional guidance with respect to
initial, closing and other news releases relating to private
placements. Notably, the following disclosure requirements
generally apply for private placements: the initial public
disclosure of the private placement must be made at the time the
proposed offering price is reserved; there must be no undisclosed
material changes at the time the issuer reserves the proposed
offering price; all material changes which occur during the private
placement process must be disclosed; and the issuer must announce
the closing of the private placement immediately following the
4. Filing Requirements:
The amendments include details on the specific filing
requirements to be met by issuers applying for conditional and
final acceptance from the TSXV. In particular, issuers should be
cognisant of the requirement to apply to the TSXV for acceptance of
the proposed terms of the private placement within 30 calendar days
after the price reservation date.
5. Closing of the Private Placement:
The amendments include expanded guidance in respect of the
TSXV's conditions to closing, timeframes for closing and final
filing requirements. Of particular note is the clarification that
if a private placement involves the creation of a new insider or a
new control person, the issuer may not close on subscriptions from
those persons until the TSXV has provided its final acceptance to
the private placement.
6. Amending Convertible Securities:
A new section of Policy 4.1 sets out the requirements applicable
to obtaining TSXV acceptance for an amendment to the terms of a
previously-issued security which is convertible into a listed
security. This new section is reflective of existing working
practices and emphasizes that an amendment to the terms of
convertible securities may constitute a distribution of a new
security and thereby may require certain prospectus exemptions.
Additionally, any amendments to the terms of a convertible security
(including a change to the conversion price or an extension of the
conversion period) will require TSXV acceptance.
7. Implementation of V-File and Discontinuation of Expedited
The V-File System is now functional and available for use by
issuers. This system allows for the electronic filing of the
information that is currently included in a Form 4B (Notice of
Private Placement) and automates certain components of the
TSXV's review and acceptance process for private
The amended version of Policy 4.1 can be found on the TSXV's
website (here) along with a blackline to the previous
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).