TSX Venture Exchange Announces Major Policy Accommodations

The TSX Venture Exchange has issued a bulletin announcing the lapsing of temporary relief measures from certain private placement requirements on August 31, 2013, as well as given advance notice of major permanent changes to certain pricing policies, shareholder approval requirements for share consolidations and the elimination of the Deal Structure and Founder Shares Guidelines in respect of new listings.

The main highlights are:

    1. Minimum Exercise Price for options and warrants reduced to $0.05 from $0.10;
    2. Minimum Price for Convertible Debentures conversion price reduced from $0.10 to $0.05 for first year of term of debenture;
    3. Minimum Price for Non-Capital Pool Company IPO reduced to $0.10 from $0.15;
    4. Removed the shareholder approval requirement for share consolidations which, when combined with any other share consolidation conducted by an Issuer within the previous 24 months that was not approved by shareholders, would result in a cumulative consolidation of greater than 10 to 1 over such 24 month period; and
    5. Elimination of the Deal Structure and Founder Shares guidelines. This will have the principal effect of removing the existing 15% limit on Founder Shares and is designed to facilitate new transactions.

Boughton Law has been a strong advocate for the share consolidation relief and has the distinction of being the only firm that previously convinced the TSX Venture Exchange to allow an Issuer to complete a share consolidation without shareholder approval. We are currently lobbying both the TSX Venture Exchange as well as the British Columbia and Alberta Securities Commissions to implement a simplified “Rights Offering” prospectus exemption to facilitate capital raising for junior issuers.

The bulletin issued on August 7, 2013 states as follows:

“TSX Venture Exchange (“TSXV” or the “Exchange”) is providing notice of the following policy matters principally related to facilitating both financing and listing transactions. As set out in this Notice to Issuers, the Exchange will allow the previously instituted temporary relief to certain private placement pricing requirements to lapse on August 31, 2013, but intends to formally implement specific policy amendments that will have the effect of liberalizing certain existing policy requirements and restrictions pertaining to the Exchange’s minimum pricing rules and capital structure matters.”

Click here to read the full bulletin.

For more information, please contact any member of the Boughton Law Securities Group.


Tags: Article, Securities