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  • TSX Company Manual

    • Part I Introduction

      The requirements set by the Exchange relating to listed companies are a part of a substantial body of law and custom that, over the years, has evolved to ensure a fair and orderly market for listed securities. The Manual has been designed to provide a detailed and well-indexed compendium of these requirements.

      The Exchange plays an important role in assisting in the recruitment of capital and in the maintenance of an effective secondary market for relatively new enterprises, as well as for established companies. Exchange listings range from junior mining, oil, gas and industrial issues to mature international companies. To accommodate companies with such a diversity of activity and size, while at the same time ensuring that certain basic standards are met, the Exchange maintains listing requirements for the various types of companies which list on the Exchange.

      • Organization of the Manual

        In this Manual, for the purposes of clarity and convenience, the Exchange requirements that apply to special cases, such as junior companies, have been clearly separated from the general listing requirements. The Manual also segregates, in one part, all procedures and requirements applying at the time of listing, while requirements for the maintenance of a listing are brought together in other parts of the Manual.

        Company executives contemplating the possibility of listing the securities of their company on a stock exchange must inevitably weigh the advantages of such a course of action for the company and its security holders. The Exchange is frequently asked about the benefits to be derived from a listing on the TSX. Part of the reply to this question relates to the variety of the scope of services provided by the Exchange and its participating organizations.

        Part III of the Manual deals with the requirements and procedures relating to a new listing. The remainder of the Manual is concerned with matters with which listed companies need to be familiar in order to maintain their listing on the Exchange.

      • Special Circumstances

        The listing requirements of the Exchange are comprehensive, and relevant to most situations. Yet, because of rapid structural changes in business and the breadth and complexity of the activities of listed companies, circumstances could arise where explicit guidance may not be found in the Manual. In those instances where a particular corporate situation is unique, and where no specific rules relating to such a situation can be found, companies are expected to adhere to the spirit of the Exchange's listing requirements.

      • Interpretation

        In this Manual,

        "affiliates" has the same meaning as "affiliated companies" as found in the OSA and also includes those issuers that are similarly related, whether or not any of the issuers are corporations, companies, partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity issuing securities;

        "associate" has the same meaning as found in the OSA;

        "BEO" means a security in book-entry-only form in CDSX, the clearing and settlement system maintained by CDS;

        "board lot" means 100 securities having a market value of $1.00 per security or greater; 500 securities having a market value of less than $1.00 and not less than 10¢ per security; or 1,000 securities having a market value of less than 10¢ per security;

        "board of directors" has the same meaning as in National Instrument 51-102 — Continuous Disclosure Obligations;

        "CDS" means CDS Clearing and Depositary Services Inc.;

        "CDSX" means the automated clearing and settlement system administered by CDS;

        "class" includes a series of a class of shares;

        "Closed-end Fund" has the same meaning as "non-redeemable investment fund" as found in the OSA. TSX, in its discretion, shall determine if an issuer will be considered a Closed-end Fund;

        "Common Securities" means, for the purposes of Section 624, Residual Equity Securities that are fully franchised, in that the holder of each such security has a right to vote each security in all circumstances calling for a vote under the applicable corporate or governing legislation, irrespective of the number of securities owned, that is not less, on a per security basis, than the right to vote attaching to any other security of an outstanding class of securities of the listed issuer;

        "company" has the same meaning as found in the OSA and also includes a trust, partnership or other form of business organization;

        "convertible security" means a security that, by its terms, is convertible into or exchangeable for listed securities, but does not include warrants or other securities that are exercisable for, or carry a right to purchase or cause the purchase of listed securities for additional consideration;

        "CSA" means the Canadian Securities Administrators;

        "director" has the same meaning as in the OSA;

        "Due Bill" means an instrument used to evidence the transfer of title to any dividend, distribution, interest, security or right to a listed security contracted for, or evidencing, the obligation of a seller to deliver such dividend, distribution, interest, security or right to a subsequent purchaser.

        "Eligible Interlisted Issuer" means a listed issuer that is also listed on a Recognized Exchange and that had less than 25% of the overall trading volume of its listed securities occurring on all Canadian marketplaces in the 12 months immediately preceding the date of an application or notice, as applicable, pursuant to Section 401.1 or 602.1 of the Manual;

        "Eligible International Interlisted Issuer" means an Eligible Interlisted Issuer that is incorporated or organized in a Recognized Jurisdiction;

        "equity security" includes a participating share and, except for the purposes of Appendix F, a nonparticipating share;

        "escrowed funds" means the funds placed in trust or escrow as required under Section 1010;

        "Exchange" or "TSX" means Toronto Stock Exchange;

        "Exchange Traded Product" or "ETP" means redeemable equity securities ("Exchange Traded Fund" or "ETF") or debt securities ("Exchange Traded Note" or "ETN") offered on a continuous basis under a prospectus, which give an investor exposure to the performance of specific indices, sectors, managed portfolios or commodities through a single security. TSX, in its discretion, shall determine if the securities will be considered an ETP;

        "Financial Institution" means a financial institution regulated by the Office of the Superintendent of Financial Institution ("OSFI") or, if a foreign financial institution, regulated by a regulatory body equivalent to OSFI with not less than $150 million market capitalization;

        "founding securities" means securities in the SPAC held by the founding securityholders, excluding any purchased by founding securityholders under the IPO prospectus,concurrently with the IPO prospectus on the same terms, on the secondary market or under a rights offering by the SPAC;

        "founding securityholders" means insiders and equity securityholders of a SPAC prior to the completion of the IPO who continue to be insiders or equity securityholders, as the case may be, immediately after the IPO;

        "insider" has the same meaning as found in the OSA and also includes associates and affiliates of the insider; and "issuances to insiders" includes direct and indirect issuances to insiders; for the purposes of Section 613, TSX will consider as insiders of an issuer only those insiders who are "reporting insiders" as defined in National Instrument 55-104 - Insider Reporting Requirements and Exemptions;

        "insider participation limit" means the number of the listed issuer's securities:

        i) issued to insiders of the listed issuer, within any one year period, and
        ii) issuable to insiders of the listed issuer, at any time,

        under the arrangement, or when combined with all of the listed issuer's other security based compensation arrangements, which can not exceed 10% of the listed issuer's total issued and outstanding securities, respectively.

        "International Interlisted Issuer" means an issuer incorporated or organized outside of Canada and listed on another exchange;

        "investment fund" has the same definition found in the OSA;

        "IPO" means an initial public offering;

        "IPO prospectus" means the final prospectus for the initial public offering of the SPAC;

        "IRC" means the independent review committee of an investment fund established under National Instrument 81-107 - Independent Review Committee for Investment Funds;

        "issuer" means a corporation, company, partnership, limited partnership, trust, income trust or investment trust or any other organized entity issuing securities;

        "listed issuer" means any issuer having securities listed on TSX;

        "listed security" or "listed securities" means a security or securities listed on TSX;

        "listing application" means an application for the original listing on the Exchange in the form found in Appendix A of the Manual;

        "Manager" means a person or company who is a registered investment fund manager;

        "Manual" means the TSX Company Manual;

        "market price" means the VWAP on TSX, or another stock exchange where the majority of the trading volume and value of the listed securities occurs, for the five trading days immediately preceding the relevant date. In certain exceptional circumstances, the five day VWAP may not accurately reflect the securities' current market price, and TSX may adjust the VWAP based on relevant factors including liquidity, trading activity immediately before, during or immediately after the relevant period or any material events, changes or announcements occurring immediately before, during or immediately after the relevant period. Market price is as at the date: (a) provided for in the binding agreement obligating the issuer to issue the securities (either the date of the binding agreement or some future date); or (b) the date the Section 607(e) Form 11A notice is received by TSX, requesting price protection. TSX will accept a signed term sheet, engagement letter, letter of intent, agency agreement, underwriting agreement or other similar agreement as the binding agreement. lf the listed securities are suspended from trading or have not traded on TSX or another stock exchange for an extended period of time, the market price will be the fair market value of the listed securities as determined by the listed issuer's board of directors;

        "Market Surveillance" means the Market Surveillance Department of the Investment Industry Regulatory Organization of Canada.

        "materially affect control" means the ability of any security holder or combination of security holders acting together to influence the outcome of a vote of security holders, including the ability to block significant transactions. Such an ability will be affected by the circumstances of a particular case, including the presence or absence of other large security holdings, the pattern of voting behaviour by other holders at previous security holder meetings and the distribution of the voting securities. A transaction that results, or could result, in a new holding of more than 20% of the voting securities by one security holder or combination of security holders acting together will be considered to materially affect control, unless the circumstances indicate otherwise. Transactions resulting in a new holding of less than 20% of the voting securities may also materially affect control, depending on the circumstances outlined above;

        "NAV" means net asset value and has the same meaning as provided in National Instrument 81-106 - Investment Fund Continuous Disclosure;

        "NCIB" means normal course issuer bid;

        "Non-Corporate Issuer" means an ETP, Closed-end Fund and / or Structured Product;

        "Non-Voting Securities" means, for the purposes of Section 624, Restricted Securities which do not carry the right to vote at security holders' meetings except for a right to vote in certain limited circumstances (e.g. to elect a limited number of directors or to vote in circumstances where the applicable corporate legislation provides the right to vote for securities which are otherwise non-voting);

        "OSA" means the Securities Act of the Province of Ontario as amended from time to time, the regulations and policies thereunder and any replacement legislation;

        "OSC" means the Ontario Securities Commission;

        "participating organization" means any person granted access to TSX's trading system in accordance with Part 2 of TSX's trading rules provided such access has not been terminated or suspended;

        "participating security" or "participating share" means a security that carries a residual right to participate in the earnings of a company and in its assets upon liquidation or winding up but, unless otherwise stated, does not include a security that only carries such residual right if converted into, or otherwise used to acquire, another security;

        "permitted investments" means investments in the following: cash or in book based securities, negotiable instruments, investments or securities which evidence: (i) obligations issued or fully guaranteed by the Government of Canada, the Government of the United States of America or any Province of Canada or State of the United States of America; (ii) demand deposits, term deposits or certificates of deposit of banks listed Schedule I or Schedule III of the Bank Act (Canada), which have an approved credit rating by an approved credit rating organization (as defined under National Instrument 45-106 - Prospectus and Registration Exemptions); (iii) commercial paper directly issued by Schedule I or Schedule III Banks which have an approved credit rating by an approved credit rating organization (as defined under National Instrument 45-106 - Prospectus and Registration Exemptions); or (iv) call loans to and notes or bankers' acceptances issued or accepted by any depository institution described in (ii) above;

        "person" has the same meaning as found in the OSA;

        "Preference Securities" means, for the purposes of Section 624, securities to which there is attached a genuine and non-specious preference or right over any class of Residual Equity Securities of the listed issuer;

        "principal regulator" means the issuer's principal regulator determined in accordance with Multilateral Instrument 11-102 - Passport System;

        "public holder" of securities of a company means a security holder who is not a director or officer of the company and who does not own or control, directly or indirectly, securities carrying more than 10% of the votes attached to all of the outstanding voting securities of the company;

        "publicly held" securities means securities held by public holders;

        "qualifying acquisition" means the acquisition of assets or one or more businesses by a SPAC which result in the issuer meeting the Exchange's original listing requirements set out in Part III of the Manual;

        "Recognized Exchange" includes the following exchanges and marketplaces: New York Stock Exchange, NYSE MKT, NASDAQ, London Stock Exchange Main Board, AIM, Australian Securities Exchange, Hong Kong Stock Exchange Main Board, Investors Exchange and others, as may be determined by TSX from time to time;

        "Recognized Jurisdiction" includes the following: Australia, England, Hong Kong and the State of Delaware and other jurisdictions with corporate statutes substantially modelled after these jurisdictions. Other jurisdictions may also be acceptable, as may be determined by TSX from time to time. In making its determination, TSX will compare the corporate statutes of these jurisdictions against the Canada Business Corporations Act;

        "related party" has the same meaning as found in the OSA;

        "Residual Equity Securities" means, for the purposes of Section 624, securities which have a residual right to share in the earnings of the listed issuer and in its assets upon liquidation or winding up;

        "Restricted Securities" means, for the purposes of Section 624, Residual Equity Securities which are not Common Securities;

        "Restricted Voting Securities" means, for the purposes of Section 624, Restricted Securities which carry a right to vote which is subject to some limit or restriction on the number or percentage of securities which may be voted by a person or company or group of persons or companies (except where the restriction or limit is applicable only to persons or companies who are not Canadians or residents of Canada);

        "SecureFile" means TSX SecureFile, the secure web-based filing system that enables listed issuers to file reporting forms and other documents to TSX;

        "security" or "securities" has the same meaning as found in the OSA, and is used interchangeably with "share" or "shares";

        "share" has the same meaning as security and also includes an equity interest in a trust, partnership or other form of business organization;

        "SPAC" means a special purpose acquisition corporation;

        "STAC" means the Securities Transfer Association of Canada;

        "Structured Product" means securities generally issued by a Financial Institution under a base shelf prospectus and pricing supplement where an investor's return is contingent on, or highly sensitive to, changes in the value of underlying assets, indices, interest rates or cash flows. Structured Products include securities such as non-convertible notes, principal or capital protected notes, index or equity linked notes, tracker certificates and barrier certificates. TSX, in its discretion, shall determine if the securities will be considered a Structured Product;

        "Subordinate Voting Securities" means, for the purposes of Section 624, Restricted Securities, which carry a right to vote at security holders' meetings but another class of securities of the same listed securities carries a greater right to vote, on a per security basis;

        "TSX" or "Exchange" means the Toronto Stock Exchange; and

        "VWAP" means the volume weighted average trading price of the listed securities, calculated by dividing the total value by the total volume of securities traded for the relevant period. Where appropriate, TSX may exclude internal crosses and certain other special terms trades from the calculation.

    • Part II Why List on the Toronto Stock Exchange?

      Part II has been repealed and deleted.

    • Part III Original Listing Requirements

      • A. General

        • Sec. 301.

          To secure a listing of its securities on the Toronto Stock Exchange, a company that does not already have securities listed on the Exchange must complete a Listing Application form which, together with supporting data, must demonstrate that the company is able to meet the minimum listing requirements of the Exchange. The company must also sign a Listing Agreement to formally place on record the company's commitment to comply with Exchange requirements for the continuance of its listing.

        • Sec. 302.

          Companies applying for listing on the Exchange must be able to show evidence of a successful operation, or, where the company is relatively new and its business record is limited, there must be other evidence of management experience and expertise. In all cases, the quality of management of an applicant company shall be an important factor in the consideration of a listing application.

        • Sec. 303.

          Another important listing consideration is the distribution of a company's securities. Evidence must be supplied to the Exchange indicating that there are enough public security holders to ensure an adequate market.

        • Sec. 304.

          The Exchange's Listings Committee is responsible for considering and approving original listing applications.

        • Eligibility for Listing

          • Sec. 305.

            Prior to filing a listing application, the Exchange recommends that prospective applicants obtain a preliminary opinion as to the eligibility of the listing. The Exchange will provide a confidential opinion based on informal discussions and a review of the applicant's recent financial and business information. Please contact the Toronto Stock Exchange at (416) 947-4533 or e-mail: listedissuers@tsx.com to set up an appointment.

            For general information on the Exchange as well as specific information on services provided to listed companies, please call Business Development at (416) 947-4728, (888) 873-8392, or e-mail: listedissuers@tsx.com.

      • B. Minimum Listing Requirements

        • Sec. 306.

          The minimum listing requirements specifically contemplate the listing of equity securities of corporations. The Toronto Stock Exchange has historically been and continues to be a diversified marketplace, and consideration will be given to the listing of other types of securities and/or entities on request.

          The criteria have been designed as guidelines, and the Exchange reserves the right to exercise its discretion in applying them. This discretion may well take into consideration facts or situations unique to a particular applicant, resulting in the granting or denial of a listing application notwithstanding the published criteria.

          The Exchange will also take into consideration an applicant's status regarding compliance with the requirements of other regulatory agencies. In addition, the Exchange must be satisfied that an applicant is in compliance with Exchange policies applicable to listed companies, including those policies described in subsequent sections of this Part III of the Manual.

        • Sec. 307.

          Companies applying for a listing on the Exchange are placed in one of three categories: Industrial (General), Mining or Oil and Gas. All SPACs and Non-Corporate Issuers are listed under the Industrial (General) category. If the primary nature of a business cannot be distinctly categorized, the Exchange will designate the company to a listing category after a review of the company's financial statements and other documentation.

        • Sec. 308.

          There are specific minimum listing requirements for each of the three categories of companies. These requirements are set out in the following sections:

          Industrial (excluding SPACs and Non-Corporate Issuers) Sections 309 to 313
          Mining Sections 314 to 318
          Oil and Gas Sections 319 to 323

          For SPACs, the minimum listing requirements, as well as other requirements, are set out in Part X.

          For Non-Corporate Issuers, the minimum listing requirements, as well as other requirements, are set out in Part XI.

          The minimum listing requirements should be read in conjunction with the Exchange policy on quality of management, as set out in Section 325.

        • Minimum Listing Requirements for Industrial Companies

          • Sec. 309. Requirements for Eligibility for Listing – Non-Exempt Issuers1

            a) Profitable Companies;
            i) net tangible assets2 of $2,000,0003;
            ii) earnings from ongoing operations of at least $200,000 before taxes and extraordinary items in the fiscal year immediately preceding the filing of the listing application;
            iii) pre-tax cash flow of $500,000 in the fiscal year immediately preceding the filing of the listing application; and
            iv) adequate working capital to carry on the business and an appropriate capital structure.

            OR

            b) Companies Forecasting Profitability;
            i) net tangible assets of $7,500,0004;
            ii) evidence, satisfactory to the Exchange, of earnings from ongoing operations for the current or next fiscal year of at least $200,000 before taxes and extraordinary items5;
            iii) evidence, satisfactory to the Exchange, of pre-tax cash flow for the current or next fiscal year of at least $500,0006; and
            iv) adequate working capital to carry on the business and an appropriate capital structure.

            OR

            c) Technology Companies7;
            i) a minimum of $10,000,000 in the treasury, the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus;
            ii) adequate funds to cover all planned development and capital expenditures, and general and administrative expenses for a period of at least one year. A projection of sources and uses of funds including related assumptions covering the period (by quarter) signed by the Chief Financial Officer must be submitted8. The projection must also include actual financial results for the most recently completed quarter;
            iii) evidence, satisfactory to the Exchange, that the company's products or services are at an advanced stage of development or commercialization and that the company has the required management expertise and resources to develop the business9;
            iv) minimum market value of the issued securities that are to be listed of at least $50,000,000; and
            v) minimum public distribution requirements as set out in Section 310, except that the minimum aggregate market value of the freely tradeable, publicly held securities to be listed should be $10,000,000.

            OR

            d) Research and Development Companies.
            i) a minimum of $12,000,000 in the treasury, the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus;
            ii) adequate funds to cover all planned research and development expenditures, general and administrative expenses and capital expenditures, for a period of at least 2 years. A projection of sources and uses of funds covering the period (by quarter) signed by the Chief Financial Officer must be submitted10. The projection must also include actual financial results for the most recently completed quarter;
            iii) a minimum two-year operating history that includes research and development activities; and
            iv) evidence, satisfactory to the Exchange, that the company has the technical expertise and resources to advance the company's research and development programme(s).11

            Notwithstanding the above-mentioned requirements for eligibility for listing, exceptional circumstances may justify the granting of a listing to an applicant, in which case the application will be considered on its own merits. "Exceptional circumstances" for this purpose will normally be confined to an affiliation with a substantial established enterprise and/or an exceptionally strong financial position.


            1 Section 501 requires listed companies to obtain prior Exchange acceptance for filing of all proposed material changes, including changes which do not entail an issuance of securities, as detailed in Part V of this Manual.

            2 Consideration will be given to permitting the inclusion of deferred development charges or other intangible assets in the calculation of net tangible assets if in the opinion of the Exchange, the circumstances so warrant.

            3 Companies with less than $2,000,000 in net tangible assets may qualify for listing if they meet the earnings and cash flow requirements detailed in paragraphs 309.1 b) and c).

            4 See footnote 2.

            5 As a general rule, applicants should file a complete set of forecast financial statements covering the current and/or the next fiscal year (on a quarterly basis), accompanied by an independent auditor's opinion that complies with the CICA Auditing Standards for future oriented financial information. The applicant should have at least six months of operating history, including gross revenues at commercial levels for the last six months.

            6 See footnote 5.

            7 Generally would include innovative growth companies engaged in hardware, software, telecommunications, data communications information technology and new technologies.

            8 As a general rule, the projection should exclude uncommitted payments from third parties or other contingent cash receipts.

            9 As a general rule, evidence of "being at an advanced stage of development or commercialization" will be restricted to historical revenues from the company's current main business or contracts for future sales of products or services in such business. The Exchange will also consider all relevant factors in assessing the company's ability to develop its business including:

            a) affiliations or strategic partnerships with major industry enterprises;
            b) commercial or technical endorsements of the company's products or services from recognized industry participants;
            c) existing or potential markets for the products or services and the company's marketing infrastructure and sales support dedicated to service these markets; and
            d) the background and expertise of management including its record of raising funds.

            10 As a general rule, the projection should exclude cash flows from future revenues, uncommitted payments from third parties or contingent cash receipts.

            11 The Exchange will consider all relevant factors including:

            a) the stage of development of the company's products or services and prospects for commercialization;
            b) commercial or technical endorsements of the company's products or services from recognized academic institutions or industry participants;
            c) the existing or potential markets for the company's products or services and the marketing infrastructure and sales support necessary to service these markets;
            d) the background and expertise of management including its record of raising funds to finance research and development projects and ongoing operations;
            e) the existence and composition of any scientific advisors board; and
            f) affiliations with major industry enterprises or strategic partners.

          • Sec. 309.1. Requirements for Eligibility for Listing – Exempt Issuers12

            a) net tangible assets of $7,500,00013;
            b) earnings from ongoing operations of at least $300,000 before taxes and extraordinary items, in the fiscal year immediately preceding the filing of the listing application;
            c) pre-tax cash flow of $700,000 in the fiscal year immediately preceding the filing of the listing application and an average pre-tax cash flow of $500,000 for the two fiscal years immediately preceding the filing of the listing application; and
            d) adequate working capital to carry on the business and an appropriate capital structure.

            Exceptional circumstances may justify the granting of a listing to an applicant on an exempt basis, in which case the application will be considered on its own merits. "Exceptional Circumstances" for this purpose will normally be confined to an affiliation with a substantial established enterprise and/or an exceptionally strong financial position.

            Special Purpose Issuers.—The Exchange will generally consider the listing of special purpose issuers other than Non-Corporate Issuers on an exceptional circumstances basis. The Exchange will consider all relevant factors in assessing these applicants including objectives and strategy, nature and size of the assets, anticipated operating and financial results, track record and expertise of managers and/or advisors, and level of investor and market support.

            The Exchange encourages special purpose issuers and their advisors to contact Listings to discuss their specific circumstances.


            12 See footnote 1.

            13 See footnote 2.

          • Sec. 310. Public Distribution

            At least 1,000,000 freely tradeable shares having an aggregate market value of $4,000,000 ($10,000,000 for companies qualifying for listing under section 309(c)) must be held by at least 300 public holders, each holding one board lot or more. In circumstances where public distribution is achieved other than by way of a public offering, e.g. by way of a reverse take-over, share exchange offer, or other distribution, the Exchange may require evidence that a satisfactory market in the company's securities will develop. Prior trading on another market or sponsorship by a Participating Organization, which will assist in maintaining an orderly market, may satisfy this condition.

          • Sec. 311. Management

            The management of an applicant company shall be an important factor in the consideration of a listing application. In addition to the factors set out in Section 325, the Exchange will consider the background and expertise of management in the context of the business of the company. Management (including the company's board of directors) should have adequate experience and technical expertise relevant to the company's business and industry and adequate public company experience which demonstrates that they are able to satisfy all of their reporting and public company obligations. Companies will be required to have at least two independent directors14, chief executive officer (CEO), a chief financial officer who is not also the CEO, and a corporate secretary.


            14 An independent director is defined as a person who:

            a) is not a member of management and is free from any interest and any business or other relationship which in the opinion of the Exchange could reasonably be perceived to materially interfere with the director's ability to act in the best interest of the company; and
            b) is a beneficial holder, directly or indirectly, or is a nominee or associate of a beneficial holder, collectively of 10% or less of the votes attaching to all issued and outstanding securities of the applicant.

            The Exchange will consider all relevant factors in assessing the independence of the director. As a general rule. the following persons would not be considered an independent director

            i) a person who is currently, or has been within the past three years, an officer, employee of or service provider to the company or any of its subsidiaries or affiliates; or
            ii) a person who is an officer, employee or controlling shareholder of a company that has a material business relationship with the applicant.

          • Sec. 312. Sponsorship or Affiliation

            Sponsorship of an applicant company by a Participating Organization of the Exchange is required for companies applying to list under the paragraphs 309(a), 309(b), 309(c) and 309(d). Sponsorship, or affiliation with an established enterprise, can be a significant factor in the determination of the suitability of the company for listing, particularly where the company only narrowly meets the prescribed minimum listing requirements. Consideration will be given to the nature of the sponsorship or affiliation. In addition to the requirements detailed in Section 326 for Sponsorship of Companies Seeking Listing on The Exchange, sponsors for industrial applicants should also be responsible for reviewing and commenting on:

            a) all visits to and/or inspections of the applicant's principal facilities and/or offices;
            b) any future-oriented financial information that has been provided with the application;
            c) management's experience and technical expertise relevant to the company's business; and
            d) all other relevant factors including those listed in footnotes 7 and 8 applicable for technology companies and 10 and 11 applicable for research and development companies.

          • Sec. 313. Other Factors

            The Exchange may, in its discretion, take into account any factors it considers relevant in assessing the merits of a listing application and may refuse to grant an application notwithstanding that the prescribed minimum listing requirements are met.

        • Minimum Listing Requirements for Mining Companies

          • Sec. 314. Requirements for Eligibility for Listing – Non-exempt issuers15

            a) Producing Mining Companies
            i) proven and probable reserves to provide a mine life of at least three years, as calculated by an independent qualified person16, together with evidence satisfactory to the Exchange indicating a reasonable likelihood of future profitability supported by a feasibility study or documented historical production and financial performance;
            ii) either be in production or have made a production decision on the qualifying project or mine referred to in subparagraph 314(a)(i) above;
            iii) sufficient funds to bring the mine into commercial production, adequate working capital to fund all budgeted capital expenditures and carry on the business and an appropriate capital structure. A management-prepared 18-month projection (by quarter) of sources and uses of funds detailing all planned and required expenditures signed by the Chief Financial Officer must be submitted. The projection must also include actual financial results for the most recently completed quarter; and
            iv) net tangible assets17 of $4000000.

            Industrial Minerals—Industrial mineral companies (those with properties containing minerals which are not readily marketable) not currently generating revenues from production will normally be required to submit commercial contracts and meet the requirements under paragraph 314(a).

            b) Mineral Exploration and Development—Stage Companies
            i) an Advanced Property, detailed in a report prepared by an independent qualified person18. The Exchange will generally consider a property to be sufficiently advanced if continuity of mineralization is demonstrated in three dimensions at economically interesting grades;
            ii) a planned work programme of exploration and/or development, of at least $750,00019 that is satisfactory to the Exchange, will sufficiently advance the property and is recommended by an independent qualified person20;
            iii) sufficient funds to complete the planned programme of exploration and/or development on the company's properties, to meet estimated general and administrative costs, anticipated property payments and capital expenditures for at least 18 months. A management-prepared 18 month projection (by quarter) of sources and uses of funds detailing all planned and required expenditures signed by the Chief Financial Officer must be submitted;
            iv) working capital of at least $2,000,00021 and an appropriate capital structure; and
            v) net tangible assets22 of $3000000.

            Property Ownership—A company must hold or have a right to earn and maintain at least a 50% interest in the qualifying property. Companies holding less than a 50% interest, but not less than a 30% interest, in the qualifying property may be considered on an exceptional basis, based on programme size, stage of advancement of the property and strategic alliances. Where a company has less than a 100% interest in a qualifying property, the programme expenditure amounts attributable to the company will be determined based on its percentage ownership23.


            15 See footnote 1

            16 Reports prepared by independent qualified persons, and the acceptability of the authors, shall conform to National Instrument 43-101 and be acceptable to the Exchange. Reports prepared in conformity with other reporting systems deemed to be the equivalent of NI 43-101 will normally be acceptable also.

            17 Net Tangible Assets—Consideration will be given to including deferred exploration expenditures on a company's currently active mineral properties in the Net Tangible Asset calculation if, in the opinion of the Exchange, the evidence provided so warrants.

            18 See footnote 16

            19 Work Programme—The Exchange will consider companies undertaking an exploration or development programme of at least $500,000 on a qualifying property if planned programme expenditures on all properties aggregate at least $750,000. The additional properties will be considered with the submission of appropriate technical documentation, conforming to National Instrument 43-101.

            20 See footnote 16

            21 Working Capital—Consideration may be given to companies with less than $2,000,000 in working capital if all or part of the company's minimum work programme expenditure requirement will be funded by a substantial industry partner, such that an equivalent working capital amount would be recognized.

            22 See footnote 17

            23 See footnote 19

          • Sec. 314.1. Requirements for Eligibility for Listing exempt from Section 50124

            a) net tangible assets25 of $7,500,000;
            b) pre-tax profitability from ongoing operations in the fiscal year immediately preceding the filing of the listing application;
            c) pre-lax cash flow of $700,000 in the fiscal year immediately preceding the filing of the listing application and an average pre-tax cash flow of $500,000 for the two fiscal years immediately preceding the filing of the listing application;
            d) proven and probable reserves to provide a mine life of at least 3 years, calculated by an independent qualified person26 and
            e) adequate working capital to carry on the business and an appropriate capital structure.

            Exceptional circumstances may justify the granting of an exemption from Section 501, in which case the application will be considered on its own merits. "Exceptional circumstances" for this purpose will normally be confined to an affiliation with a substantial established enterprise and/or an exceptionally strong financial position.


            24 See footnote 1

            25 See footnote 17

            26 See footnote 16

          • Sec. 315. Public Distribution

            At least 1,000,000 freely tradeable shares having an aggregate market value of $4,000,000 must be held by at least 300 public holders, each holding one board lot or more. In circumstances where public distribution is achieved other than by way of a public offering, e.g., by way of a reverse take-over, share exchange offer, or other distribution, the Exchange may require evidence that a satisfactory market in the company's securities will develop. Prior trading on another market or sponsorship by a Participating Organization, which will assist in maintaining an orderly market, may satisfy this condition.

          • Sec. 316. Management

            The management of an applicant company shall be an important factor in the consideration of a listing application. In addition to the factors set out in Section 325, the Exchange will consider the background and expertise of management in the context of the business of the company. Management (including the company's board of directors) should have adequate experience and technical expertise relevant to a company's mining projects and adequate public company experience, which demonstrates that they are able to satisfy all of their reporting and public company obligations. Companies will be required to have at least two independent directors27, a chief executive officer (CEO), a chief financial officer who is not also the CEO, and a corporate secretary.


            27 See footnote 14

          • Sec. 317. Sponsorship or Affiliation

            Sponsorship of an applicant company by a Participating Organization of the Exchange is required for companies applying to list under the paragraphs 314(a) and 314(b). Sponsorship, or affiliation with an established enterprise, can be a significant factor in the determination of the suitability of the company for listing, particularly where the company only narrowly meets the prescribed minimum listing requirements. Consideration will be given to the nature of the sponsorship or affiliation. In addition to the requirements detailed in Section 326 for Sponsorship Of Companies Seeking Listing On The Exchange, sponsors for mining applicants should also be responsible for reviewing and commenting on:

            a) the company's management-prepared 18 month projection of sources and uses of funds to ensure that it reflects all of the company's planned and anticipated exploration and development programmes, general and administrative costs, property payments and other capital expenditures;
            b) any site visits to the applicant's properties by the Sponsor;
            c) issues and material agreements relating to land tenure for the company's principal properties, including the political risk, legal system, ability to mine, terms for maintaining mineral rights, legal impediments and any impediments to maintaining or securing the property: and
            d) management's experience and technical expertise relevant to the company's mining projects.

          • Sec. 318. Other Factors

            The Exchange may, in its discretion, take into account any factors it considers relevant in assessing the merits of a listing application and may refuse to grant an application notwithstanding that the prescribed minimum listing requirements are met.

        • Minimum Listing Requirements for Oil and Gas Companies

          • Sec. 319. Requirements for Eligibility for Listing Non-Exempt Issuers28

            (a) Producing Oil & Gas Companies
            (i) proved developed reserves29 of $3,000,00030:
            (ii) a clearly defined programme, satisfactory to the Exchange, which can reasonably be expected to increase reserves;
            (iii) adequate funds to execute the programme and cover all other capital expenditures as well as general, administrative and debt service expenses, for a period of 18 months with an allowance for contingencies. A management-prepared 18-month projection (by quarter) of sources and uses of funds detailing all planned and required expenditures signed by the Chief Financial Officer must be submitted. The projection must also include actual financial results for the most recently completed quarter; and,
            (iv) an appropriate capital structure.
            (b) Oil & Gas Development Stage Companies30C
            (i) contingent resources30A of $500,000,00030B;
            (ii) a minimum market value of the issued securities that are to be listed of at least $200,000,000;
            (iii) a clearly defined development plan, satisfactory to the Exchange, which can reasonably be expected to advance the property;
            (iv) adequate funds to either: (A) execute the development plan and cover all other capital expenditures as well as general, administrative and debt service expenses, for a period of 18 months with an allowance for contingencies; or (B) bring the property into commercial production, and adequate working capital to fund all budgeted capital expenditures and carry on the business. A management-prepared 18-month projection (by quarter) of sources and uses of funds detailing all planned and required expenditures signed by the Chief Financial Officer must be submitted. The projection must also include actual financial results for the most recently completed quarter; and
            (v) an appropriate capital structure.

            28 See footnote 1

            29 "Proved developed reserves" are defined as those reserves that are expected to be recovered from existing wells and installed facilities, or, if facilities have not been installed, that would involve a low expenditure, when compared to the cost of drilling a well, to put those reserves on production.

            30 The Company must submit a technical report prepared by an independent technical consultant that conforms to National Instrument 51-101 and be acceptable to the Exchange. Reports prepared in conformity with other reporting systems deemed by the Exchange to be equivalent of National Instrument 51-101 will normally be acceptable also. The value of reserves should be calculated as the net present value of future cash flows before income taxes, prepared on a forecast basis, and discounted at a rate of 10%. The Exchange may, at its discretion, also require the provision of a price sensitivity analysis.

            30A "contingent resources" are defined in accordance with Canadian Oil and Gas Evaluation Handbook and National Instrument 51-101, however the Exchange in its discretion may exclude certain resources classified as contingent resources after taking into consideration the nature of the contingency. The Exchange will use the best-case estimate for contingent resources, prepared in accordance with National Instrument 51-101.

            30B The Company must submit a technical report prepared by an independent technical consultant that conforms to National Instrument 51-101 and be acceptable to the Exchange. Reports prepared in conformity with other reporting systems deemed by the Exchange to be the equivalent of National Instrument 51-101 will normally be acceptable also. The value of the resources should be calculated as the best case scenario of the net present value of future cash flows before income taxes, prepared on a forecast basis, and discounted at a rate of 10%. The Exchange may, at its discretion, also require the provision of a price sensitivity analysis.

            30C The Exchange strongly recommends pre-consultation with the Exchange for any applicant applying under this listing category. Generally, this category will be limited to issuers with unconventional oil & gas assets, such as oil sands.

          • Sec. 319.1. Requirements for Eligibility for Listing-Exempt Issuers31

            (a) proved developed reserves32 of $7,500,00033;
            (b) pre-tax profitability from ongoing operations in the fiscal year preceding the filing of the listing application;
            (c) pre-tax cash flow of $700,000 in the fiscal year preceding the filing of the listing application and an average annual pre-tax cash flow of $500,000 for the two fiscal years preceding the filing of the listing application; and
            (d) adequate working capital34 to carry on the business and an appropriate capital structure.

            Exceptional circumstances may justify the granting of an exemption from Section 501, in which case the application will be considered on its own merits. "Exceptional circumstances" for this purpose will normally be confined to an affiliation with a substantial established enterprise and/or an exceptionally strong financial position.


            31 See footnote 1

            32 "Proved developed reserves" are defined as those reserves that are expected to be recovered from existing wells and installed facilities, or, of facilities have not been installed, that would involve a low expenditure, when compared to the cost of drilling a well, to put the reserves on production.

            33 See footnote 30

            34 In assessing the adequacy of funds, credit facilities with recognized financial institutions will be considered.

          • Sec. 320. Public Distribution

            At least 1,000,000 freely tradeable shares having an aggregate market value of $4,000,000 must be held by at least 300 public holders, each holding one board lot or more. In circumstances where public distribution is achieved other than by way of a public offering, e.g., by way of a reverse take-over, share exchange offer, or other distribution, the Exchange may require evidence that a satisfactory market in the company's securities will develop. Prior trading on another market or sponsorship by a Participating Organization, which will assist in maintaining an orderly market, may satisfy this condition.

          • Sec. 321. Management

            The management of' an applicant company shall be an important factor in the consideration of a listing application. In addition to the factors set out in Section 325, the Exchange will consider the background and expertise of management in the context of the business of the company. Management (including the company's board of directors) should have adequate experience and technical expertise relevant to a company's oil and gas projects and adequate public company experience, which demonstrates that they are able to satisfy all of their reporting and public company obligations. Companies will be required to have at least two independent directors35, a chief executive officer (CEO), a chief financial officer who is not also the CEO, and a corporate secretary.


            35 See footnote 14

          • Sec. 322. Sponsorship or Affiliation

            Sponsorship of an applicant company by a Participating Organization of the Exchange is required unless the company meets the requirements for listing under Section 319.1. Sponsorship, or affiliation with an established enterprise, can be a significant factor in the determination of the suitability of the company for listing, particularly where the company only narrowly meets the prescribed minimum listing requirements. Consideration will be given to the nature of the sponsorship or affiliation. In addition to the requirements detailed in Section 326 for Sponsorship of Companies Seeking Listing on The Exchange, sponsors for oil and gas applicants should also be responsible for reviewing and commenting on:

            a) the common issues specific to oil and gas companies;
            b) the company's management-prepared 18-month projection of sources and uses of funds to ensure that it reflects all of the company's planned and anticipated general, administrative and capital expenditures, as well as debt service;
            c) the company's price sensitivity analysis, if required;
            d) any site visits to the applicant's properties by the sponsor; and
            e) management's experience and technical expertise relevant to the company's oil and gas projects.

          • Sec. 323. Other Factors

            The Exchange may, in its discretion, take into account any factors it considers relevant in assessing the merits of a listing application and may refuse to grant an application notwithstanding that the prescribed minimum listing requirements are met.

        • Minimum Listing Requirements for International Interlisted Issuers

          • Sec. 324.

            There are no unique requirements for the management or the financial requirements for International Interlisted Issuers. However, these issuers are generally required to have some presence in Canada and must be able to demonstrate, as with all issuers, that they are able to satisfy all of their reporting and public company obligations in Canada. This may be satisfied by having a member of the board of directors or management, an employee or a consultant of the issuer situated in Canada.

            Exemptions may be available from requirements set out in Parts IV, V and VI of the Manual to certain International Interlisted Issuers as provided in Section 401.1, Section 602.1 and TSX Staff Notice 2015-0002.

      • C. Management of Listed Companies

        • Sec. 325. Management

          The Exchange seeks to provide the general public and its listed companies with a well-regulated, orderly, continuous auction market.

          The Exchange reserves the right to exercise discretion in considering all factors related to the management of a company in order to determine the acceptability of that company for original listing and thereafter for continued listing. The Exchange's discretion will be exercised at all times in a manner, which is reasonable and consistent with regulatory and statutory requirements.

          Without in any way limiting the generality of the foregoing, the Exchange, in pursuit of its goal of public protection and to promote integrity and honesty in the capital markets:

          1. shall require that any document submitted to the Exchange constitutes full, true and plain disclosure; and
          2. may review the conduct of an officer, director, promoter, major shareholder or any other person or company or a combination of any of the above who in the Exchange's opinion holds sufficient of the company's securities to materially affect control, in order to satisfy itself that:
          a) the business of the company is and will be conducted with integrity and the best interests of its security holders and the investing public; and
          b) the rules and regulations of the Exchange and all other regulatory bodies having jurisdiction are and will be complied with.

      • D. Sponsorship of Companies Seeking Listing on the Exchange

        • Sec. 326. Sponsorship

          A company seeking listing on the Exchange must meet certain financial requirements. Management of the company is also important in the evaluation of a listing application by the Exchange. Sponsorship by a Participating Organization of the Exchange, as well as being a significant factor in the consideration of an applicant, is mandatory for all companies that are applying to list under the criteria for non-exempt companies.

          The weight attached to sponsorship in any particular case depends upon the financial and managerial strength of an applicant. It may be a determining factor in some instances. While the terms of any sponsorship are to be a matter of negotiation between the sponsor and the applicant company, in the view of the Exchange, the sponsor is responsible for reviewing and providing comments in writing on the following, as applicable:

          a) the company's qualifications for meeting all relevant listing criteria;
          b) the listing application together with all supporting documentation filed with the application for adequacy and completeness;
          c) all matters related to the applicant company and the adequacy of disclosure made to the Exchange;
          d) the company, its financial position and history, its business plan, its managerial expertise, any material transactions and all business affiliations or partnerships, and the likelihood of future profitability or viability of any exploration programme;
          e) any forecasts, projections, capital expenditure budgets, and independent technical reports, including the assumptions used in their development, submitted in support of the company's listing application;
          f) the company's press releases and financial disclosures during at least the past twelve months to assess whether the company has complied with appropriate disclosure standards;
          g) the past conduct of officers, directors, promoters and major shareholders of the company with a view' to ensuring that the business of the company will be conducted with integrity, in the best interests of its security holders and the investing public, and in compliance with the rules and regulations of the Exchange and all other regulatory bodies having jurisdiction. The sponsor should satisfy itself in particular, that:
          i) the company can be expected to prepare and publish all information required by the Exchange's policy on timely disclosure;
          ii) the company's directors appreciate the nature of the responsibilities they will be undertaking as directors of a listed company; and
          iii) the directors, officers, employees and insiders of the company appreciate the "insider trading" rules set out in the OSA;
          h) matters applicable specifically to industrial, mining and oil and gas companies as detailed in Sections 312, 317 and 322; and
          i) all other factors deemed relevant by the sponsor.

          The Exchange also considers the sponsor's responsibilities to include acting as a source of information for the company's security holders, providing advisory assistance to the applicant company, and assisting in maintaining active and orderly trading in the market for the company's securities.

          The Exchange considers sponsorship to involve a relationship between the Participating Organization and its client applicant company for the first part and the Exchange for the second part. The terms of a sponsorship must, therefore, be confirmed by letter notice to the Exchange from the sponsoring Participating Organization, as part of a listing application. The weight attached to a particular sponsorship by the Exchange in reviewing a listing application will depend upon the nature of the sponsorship.

      • E. Escrow Requirements

        • Sec. 327.

          Reference should be made to Appendix C for the Exchange's requirements respecting securities issued by applicant companies prior to their first public distribution of securities.

      • F. Restricted Shares

        • Sec. 328.

          Where a company applies to list a class of participating shares, which are:

          a) non-voting;
          b) voting, but the company has another class of voting shares; or
          c) voting, but there is a restriction on the power of the holders of a majority of the shares to elect a majority of the company's directors (except where the restriction is applicable only to persons who are not Canadians or residents of Canada),

          reference should be made to Section 624 and applicable securities laws.

      • G. Outstanding Options, Incentive Plans and Dividend / Distribution Reinvestment Plans

        • Sec. 329.

          (a) Stock options, stock option plans and stock purchase plans, which are in effect at the time a company is first listed on the Exchange, must be in compliance with the Exchange's requirements applicable to listed companies (but need not be approved by shareholders). See Section 613 regarding share compensation and incentive arrangements for employees and other persons who provide services for listed companies on an ongoing basis.
          (b) DRIPs which are in effect at the time a company is first listed on the Exchange must be in compliance with the Exchange's requirements applicable to DRIPs as set out in Section 617.1.

      • H. Granting of Charitable Options or Warrants

        • Introduction

          • Sec. 330.

            An issuer seeking a listing on the Exchange that has filed a preliminary prospectus for an IPO of its securities and has received conditional approval from the Exchange for the listing of such securities may be authorized to grant a charitable option and to list securities issuable upon its exercise. Listing approval will be conditional upon any such charitable options being in compliance with the Exchange's general requirements applicable to charitable options granted by listed companies as detailed in Section 612, as modified by the requirements set out below.

          • Sec. 331.

            Charitable options granted by an issuer seeking a listing, other than with a concurrent IPO of its securities, must be in compliance with the Exchange's general requirements applicable to charitable options granted by listed companies as detailed in Section 612 (but need not be approved by shareholders).

        • Definitions

          • Sec. 332.

            For the purposes of Sections 333 to 335:

            "Eligible Issuer" means a company, corporation, trust or limited partnership which (a) is an Unlisted Issuer, (b) has filed a preliminary prospectus for its IPO, and (c) has received conditional approval from the Exchange for the listing of Eligible Securities.

            "Eligible Securities" means securities issuable from the treasury of (a) an Eligible Issuer that are securities of the class or series being offered for sale to the public pursuant to the IPO Final Prospectus; or (h) a listed issuer that are securities of a listed class or series.

            "IPO" means initial public offering of securities of the Eligible Issuer.

            "IPO Closing" means the first date upon which any securities are issued or distributed pursuant to the IPO Final Prospectus.

            "IPO Final Prospectus" means the Eligible Issuer's IPO (final) prospectus for which a receipt has been issued by the relevant Canadian securities regulatory authority.

            "IPO Price" means the price to the public per security sold or distributed pursuant to the IPO Final Prospectus.

            "Unlisted Issuer" means a company, corporation, trust or limited partnership which has no securities listed or quoted on any stock exchange nor has outstanding securities for which trading is reported to or through a stock exchange or public market.

        • Requirements

          • Sec. 333.

            An Eligible Issuer may grant Charitable Options at any time before the IPO Closing and, prior to the IPO closing, must apply to the Exchange for approval to list all securities issuable upon exercise of such Charitable Options.

          • Sec. 334.

            The aggregate number of securities of the class or series that is issuable upon exercise of all Charitable Options granted by an Eligible Issuer must not at any time up to the issuer becoming a listed issuer exceed 2% of the total number of securities of that class or series (calculated on a non-diluted basis and adjusted for any stock splits and stock consolidations) outstanding immediately after the IPO Closing.

          • Sec. 335.

            No Charitable Option granted by an Eligible Issuer may:

            a) be exercised until after the IPO Closing and the concurrent listing of the Eligible Securities on the Exchange, subject to Section 334 above; or
            b) be exercised at a price per security that is less than the IPO Price.

            [The next section is Section 338.]

      • I. Listing Application Procedure

        • The Formal Application

          • Sec. 338.

            The Listing Application form is set out in Appendix A. This Appendix also lists the required supporting documentation.

          • Sec. 338.1.

            Applicants listed on the TSX Venture Exchange may be exempted from some of the requirements relating to the filing of documentation, sponsorship and/or the application fee. Generally, the Exchange will waive the application fee as set out in Section 801 if, after completing an eligibility review as outlined in Section 305, the Exchange has determined that the company meets the listing criteria. For further details on documentation requirements and sponsorship, please consult the "Checklist of documents to be filed" that forms part of the listing application contained in Appendix A.

          • Sec. 339.

            Where a company proposes to apply for the listing of securities to be offered to the public by way of prospectus, the company may, prior to filing the Listing Application form, request that the Exchange conditionally approve the listing prior to the public offering. 24 copies of the preliminary prospectus must be filed with the Exchange for this purpose, together with completed Personal Information Forms (Appendix A). In the case of a natural resource company, the preliminary prospectus must also be accompanied by the requisite engineer or geologist's reports

          • Sec. 340.

            An approval of an application based on a preliminary prospectus will be subject to the following conditions:

            a) There are no material changes in the final prospectus to the information disclosed in the preliminary prospectus.
            b) All other required documentation and evidence of satisfactory distribution of the securities will be filed with the Exchange within 90 days, or such other date as the Exchange may stipulate.

          • Sec. 341.

            An application fee (see Section 801) must accompany the Listing Application form or preliminary prospectus, as the case may be.

          • Sec. 342.

            The number of securities to be listed must be the number of securities actually issued and outstanding, together with any securities, which have been authorized for issuance for a specific purpose.

          • Sec. 343.

            (Repealed.)

        • Listing Application Procedure

          • Sec. 344.

            Following the receipt of an original listing application, the Exchange will notify the applicant within five business days, whether all required documentation to complete an assessment has been submitted in a form acceptable to the Exchange (the "Documentation"). Applicants will have 75 days to submit any outstanding Documentation. An applicants failure to submit any outstanding Documentation within the 75 day period will result in the deemed withdrawal of the application, further consideration of which will require resubmission and the payment of an additional application fee as set out in Section 801.

            The Exchange will use its best efforts to assess the application and render a decision as soon as possible within 60 days from the date of receipt of all Documentation. The Exchange will also use its best efforts to accommodate an applicant's schedule for the filing of a prospectus and the closing of an offering of securities. At any time during the assessment, the Exchange may require additional information or documentation, which may extend the assessment period.

            Following completion of the assessment, the Exchange will determine either to:

            i) grant conditional approval:

            the application for listing is conditionally approved, subject to meeting specified conditions within a 90 day period; or
            ii) defer:

            the application for listing is deferred pending resolution of specified issues within a 90 day period. Failure to address these issues to the satisfaction of the Exchange within the 90 day period will result in the application being declined; or
            iii) decline:

            the application for listing is declined and at least six months must pass before the applicant becomes eligible for reconsideration.

          • Sec. 345.

            Listings is available for consultation regarding the preparation of the Listing Application and the listing process. Contact Company Listings by e-mail: listedissuers@tmx.com.

        • Notation on Face of Prospectus and in Advertising

          • Sec. 346.

            Subsection 38(3) of the OSA states that no person or company, with the intention of effecting a trade in a security, may make any representation, oral or written, that such security will be listed on any stock exchange or that application has been or will be made to list such security on any stock exchange except with the written permission of the Director of the OSC, unless: (i) application has been made to list the securities and securities of the same issuer are already listed on any stock exchange; or (ii) the stock exchange has granted approval to the listing, conditional or otherwise, or has consented to or indicated that it does not object to the representation. If consent is sought from the Director (which is normally evidenced by a final receipt in the case of a prospectus containing the representation), the Commission will require the listed issuer to provide a copy of a communication from that stock exchange stating that the listing application has been conditionally approved before providing such consent.

            A notation referring to listing on Toronto Stock Exchange must not be printed on a preliminary prospectus or a draft of a prospectus or other offering document. The notation may only appear on a final prospectus or in other offering documents or in advertising when the listing application has been conditionally approved by the Exchange, unless otherwise consented to by the Exchange.

            When securities have been conditionally approved for listing, the following notation on the face of the final prospectus or other offering document is permissible, but may only be used in its entirety:

            Toronto Stock Exchange has conditionally approved the listing of these securities. Listing is subject to the Company fulfilling all of the requirements of the Exchange on or before (insert date36), including distribution of these securities to a minimum number of public shareholders.

            An "offering document" for this purpose includes any prospectus, rights offering circular, offering memorandum, securities exchange takeover bid circular or information circular concerning a proposed corporate reorganization or amalgamation that would result in the issuance of new securities.


            36 Date to be 90 days from the date of conditional approval of the listing application by the Exchange or such other date as the Exchange may stipulate.

        • Transfer and Registration of Securities

          • Sec. 347.

            While its securities are listed on TSX, a listed issuer must appoint and maintain a transfer agent and registrar with a principal office in one or more of Vancouver, British Columbia; Calgary, Alberta; Toronto, Ontario; Montréal, Québec; or Halifax, Nova Scotia, where all the issued securities of the listed classes must be directly transferable. Where transfer facilities are maintained in more than one city and generic or customized security certificates are used, all such certificates must be interchangeably transferable and identical in colour and form, except as to the names of the transfer agent and registrar, as the case may be. The combined amount of securities registered in all cities must not exceed the amount authorized by the Exchange to be listed. When used, generic or customized certificates must name the cities where they are transferable.

            Listed issuers incorporated in the United States may appoint a transfer agent and registrar based in the United States, provided that they appoint a co-transfer agent in Canada (with transfer facilities in at least one of the cities mentioned above). Where a listed issuer uses a registrar in the United States, such registrar must be duly registered with the U.S. Securities and Exchange Commission.

          • Sec. 348.

            The transfer function involves keeping a ledger listing the security holders' names and addresses and the number of securities registered in the name of each security holder. The transfer agent issues new certificates and cancels old certificates. It may also provide such services to companies as the distribution of dividend cheques and proxy materials to shareholders and the administration of dividend reinvestment plans.

            The registrar function involves receiving old cancelled certificates as well as new certificates from the transfer agent. The registrar then validates the transfer by signing and recording the new certificate. The registrar ensures that the number of securities issued in certificate form is consistent with the number of securities actually issued by the company.

            The original appointment and any subsequent change of the transfer agent or registrar must be approved by the Exchange. Generally, no agent other than a trust company will be acceptable.

        • Security Certificates

          • Sec. 349.

            As a condition to listing securities on TSX, issuers must provide their security holders with evidence of ownership for all classes of securities to be listed.

            The Exchange's requirements respecting evidence of security ownership are set out in Appendix D.

          • Sec. 350.

            Certificates must bear a CUSIP number, which can be obtained from CDS. A CUSIP is the standard securities numbering system for Canada and the United States.

            In order to assign a CUSIP number, CDS will normally require a current prospectus of the applicant issuer or a similar document. Listing applicants must provide TSX with a copy of the unqualified letter of confirmation from CDS respecting the issuance of a CUSIP number before the issuer's securities are listed, together with a confirmation from CDS that such securities are eligible for clearing and settlement through CDS.

            Information regarding the application for a CUSIP number may be obtained by contacting CDS at 1 (800) 663-8429 or eligibility@cds.ca.

            For issuers incorporated outside of Canada, TSX accepts unqualified letters of CUSIP confirmations from Standard & Poor's or equivalent organizations, together with a confirmation from CDS that the securities to be listed are eligible for clearing and settlement through CDS.

            Further information regarding CUSIP numbers and the eligibility process may be found at www.cds.ca.

        • Listing Agreement

          • Sec. 351.

            Each listed company, by signing the Listing Agreement (Appendix A), makes itself subject to the rules and policies of the Exchange.

            The procedures for complying with the requirements of the Listing Agreement are described more fully in the subsequent Parts of this Manual.

      • J. Approval of Listing and Posting of Securities

        • Sec. 352.

          When the Toronto Stock Exchange is satisfied that the application documents are in order, the application is submitted to the Exchange's Listings Committee, which is comprised of members of Listings.

          The Listings Committee may ask for additional information in order to clarify certain areas of the application.

          Listing on the Exchange is considered to be a privilege, not a right. In some instances, the Listings Committee may decide that an applicant company does not merit the listing privilege notwithstanding that the company appears to meet the prescribed minimum listing requirements.

        • Sec. 353.

          If the Listings Committee approves the company's securities for listing, the Exchange will select a participating organization to act as the designated market maker for the securities. The designated market maker has responsibilities, which assist in maintaining an orderly market in the securities. The process of selecting the designated market maker usually takes two to three weeks.

        • Sec. 354.

          Once the listing application has been approved, the posting of the securities for trading may take place shortly thereafter, but, as a general rule, not more than 90 days after approval of the application for listing. During the period between listing approval and posting for trading, the securities are acceptable to Participating Organizations for margin purposes.

          In the case of the listing of securities being offered to the public, the listing may take place prior to the closing of the offering, at the applicant company's request. Exchange staff will advise the company of the requirements in this regard, Any trading that takes place prior to closing will be on an "if, as, and when issued" basis.

        • Sec. 354.1.

          Decisions in respect of the application of Part III are made by the Listings Committee or its delegates. If an applicant is dissatisfied with a decision under Part III, the applicant may, within 30 calendar days of the original decision by Listings Committee, request an appeal of such decision. The matter will be considered by a minimum of one and a maximum of three senior officer(s) of TSX who were not participants in making the original decision, as determined by the Exchange. The senior officer(s) may uphold the original decision or may render a new decision. Applicants must request the appeal in writing and make written submissions in support of an appeal under this section. If after being heard, the applicant remains dissatisfied with the decision, the applicant may, within 30 calendar days of the appeal decision by the senior officer(s) of TSX, appeal the decision to a three-person panel of TSX's Board of Directors. Applicants must request the appeal in writing and make written submissions in support of an appeal to TSX's Board of Directors.

        • Sec. 354.2.

          [Deleted]

        • Stock Symbol

          • Sec. 355.

            The new listed issuer is assigned a stock symbol by Exchange staff. The stock symbol is an abbreviation of the issuing company's name, consisting of not more than four letters of the alphabet. A suffix is attached to the symbol to identify preferred shares, rights, warrants, or a specific class of shares.

            A request for a specific trading symbol may be made to the Exchange by the company when applying for listing. Every effort will be made to reserve the symbol requested, but there is no guarantee that it will be available.

            The stock symbol assigned by the Exchange will be unique to the company for all trading on Canadian exchanges. If the company is already listed on another Canadian exchange, its securities will trade on the Toronto Stock Exchange under the same symbol.

        • Listing Day Programme

          • Sec. 356.

            The company is invited to attend a ceremony at the Exchange to celebrate the listing of the company's securities on the TSX. Company officials will have an opportunity to meet Exchange staff with whom they will deal as a listed company. The Exchange also provides a photographer to record the event for the company.

      • K. Listing Statement

        • Sec. 357.

          (Repealed.)

      • L. Public Availability of Documents

        • Sec. 358.

          Subject to Section 359, all documents filed in support of the listing of any securities on the Exchange shall be made available to the public on request after the listing application is given final approval, and such documents may be published, at the discretion of the Exchange.

        • Sec. 359.

          The Exchange may hold the documents in confidence so long as the Exchange is of the opinion that the documents so held disclose intimate financial, personal or other information and that the desirability of avoiding disclosure thereof in the interests of any person or company outweighs the desirability of adhering to the general principle that the documents be available to the public for inspection.

      • M. Provincial Securities Laws

        • Sec. 360.

          All listed companies are "reporting issuers" as defined in the Securities Act of Ontario, and must comply with the provisions of that Act, as well as all other applicable securities legislation.

    • Part IV Maintaining a Listing — General Requirements

      • A. General

        • Sec. 401.

          Once approval has been given for its securities to be listed, in order to maintain the listing privilege a company must fulfill a number of requirements on a continuing basis. These requirements are described in this and subsequent Parts.

        • Sec. 401.1 Exemptions for Eligible International Interlisted Issuers and Other International Interlisted Issuers

          Subject to prior approval, TSX will not apply Sections 461.1461.4 (Director Elections) and 464 (Annual Meetings) to Eligible International Interlisted Issuers. The first year an Eligible International Interlisted Issuer wishes to rely on this exemption, such issuer must obtain TSX's prior acceptance of the application of this exemption at least five (5) and not more than thirty (30) business days in advance of finalizing the materials sent to holders of listed securities in connection with a meeting at which directors are being elected. The application should take the form of a letter addressed to TSX requesting the exemption and include: i) the Recognized Exchange(s) on which it is listed; ii) the jurisdiction of incorporation of the issuer; and iii) evidence that the volume of trading of the issuer's securities on all Canadian marketplaces in the 12 months immediately preceding the date of the application was less than 25%. If TSX accepts such application, in subsequent consecutive years the Eligible International Interlisted Issuer may continue to rely on this exemption if it provides prior notice to TSX at least five (5) and not more than thirty (30) business days in advance of finalizing the materials sent to holders of listed securities in connection with a meeting at which directors are being elected. The notice should take the form of a letter confirming that the issuer continues to be an Eligible International Interlisted Issuer.

          International Interlisted Issuers that do not qualify as Eligible International Interlisted Issuers may apply to TSX for an exemption on an annual basis from Sections 461.1461.4 (Director Elections) and 464 (Annual Meetings), as provided in updated TSX Staff Notice 2015-0002.

          Eligible International Interlisted Issuers and other International Interlisted Issuers must disclose the requirement from which they have been exempted for the year and their reliance on this Section 401.1 in a press release issued in connection with their annual meeting or in the materials sent to holders of listed securities in connection with a meeting at which directors are being elected, as applicable.

        • Sec. 402.

          While agreeing to meet a number of specific requirements in order to maintain a listing on the Exchange, each listed company, in signing the Listing Agreement (Appendix A), accepts the authority of the Board of Directors of the Exchange (or its delegated committee) which, in its discretion, may at any time suspend from trading or delist the company's securities. (See also Part VII of this Manual.)

        • Sec. 403.

          Section 21.7(1) of the OSA provides that any person or company directly affected by any direction, order or decision of the Exchange may apply to the OSC for a hearing and review thereof.

        • Sec. 404.

          In general, to maintain its listing privilege a company must make public disclosures and keep the Exchange fully informed of both routine and unusual events and decisions affecting its security holders.

          The purpose of these requirements is to ensure that the market has adequate time for consideration of and response to, corporate events. In addition, it is necessary that records be continuously maintained regarding the entitlement to various benefits as they accrue from time to time to the security holders of record.

          In some matters, the prior consent of the Exchange to an intended course of action is required, in order to ensure that implementation of the corporate decision is consistent with Exchange requirements.

        • Sec. 405.

          All listed companies should be thoroughly familiar with the applicable federal and provincial statutory requirements respecting timely disclosure, financial statements, proxy materials and shareholders' meetings. The Exchange's requirements and the statutory requirements may vary, but they do not conflict. The Exchange enforces its own requirements. It retains the right to waive these requirements, but does not have the right to waive statutory requirements. The Exchange frequently draws the attention of a company to its multiple obligations, but the responsibility rests with the company to meet all sets of applicable requirements.

      • B. Timely Disclosure

        • Introduction

          • Sec. 406.

            It is a cornerstone policy of the Exchange that all persons investing in securities listed on the Exchange have equal access to information that may affect their investment decisions. Public confidence in the integrity of the Exchange as a securities market requires timely disclosure of material information concerning the business and affairs of companies listed on the Exchange, thereby placing all participants in the market on an equal footing.

            The timely disclosure policy of the Exchange is the primary timely disclosure standard for all TSX listed issuers. National Policy 51-201 Disclosure Standards, assists issuers in meeting their legislative disclosure requirements. While the legislative and Exchange timely disclosure requirements differ somewhat, the CSA clearly state in National Policy 51-201 Disclosure Standards that they expect listed issuers to comply with the requirements of the Exchange.

            To minimize the number of authorities that must be consulted in a particular matter, in the case of securities listed on the Exchange, the Exchange is the relevant contact. The issuer may, of course, consult with the government securities administrator of the particular jurisdiction. In the case of securities listed on more than one stock market, the issuer should deal with each market.

            The requirements of the Exchange and National Policy 51-201 Disclosure Standards are in addition to any applicable statutory requirements. The Exchange enforces its own policy. Companies whose securities are listed on the Exchange are legally obligated to comply with the provisions on timely disclosure set out in section 75 of the OSA and the regulation under the OSA. Reference should also be made to National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, National Instrument 55-102 System for Electronic Disclosure by Insiders, National Instrument 62-103 The Early Warning System and Related Take-Over bid and Insider Reporting Issues, and National Instrument 62-104 Take-Over Bids and Issuer Bids.

            In addition to the foregoing requirements, companies whose securities are listed on the Exchange and who engage in mineral exploration, development and/or production, must follow the "Disclosure Standards for Companies Engaged in Mineral Exploration, Development and Production" as outlined in Appendix B of this Manual for both their timely and continuous disclosure.

            Market Surveillance monitors the timely disclosure policy on behalf of the Exchange.

        • Material Information

          • Definition

            • Sec. 407.

              Material information is any information relating to the business and affairs of a company that results in or would reasonably be expected to result in a significant change in the market price or value of any of the company's listed securities.

              Material information consists of both material facts and material changes relating to the business and affairs of a listed company. In addition to material information, trading on the Exchange is sometimes affected by the existence of rumours and speculation. Where this is the case, Market Surveillance may require that an announcement be made by the company whether such rumours and speculation are factual or not. The policy of the Exchange with regard to rumours is set out more fully in Section 414.

              The timely disclosure policy of the Exchange is designed to supplement the provisions of the OSA, which requires disclosure of any "material change" as defined therein. A report must be tiled with the OSC concerning any "material change" as soon as practicable and in any event within ten days of the date on which the change occurs. The Exchange considers that "material information" is a broader term than "material change" since it encompasses material facts that may not entail a "material change" as defined in the Act. It has long been the practice of most listed companies to disclose a broader range of information to the public pursuant to the Exchange's timely disclosure policy than a strict interpretation of the Act might require. Companies subject to securities legislation outside of Ontario should be aware of their disclosure obligations in other jurisdictions.

              It is the responsibility of each listed company to determine what information is material according to the above definition in the context of the company's own affairs. The materiality of information varies from one company to another according to the size of its profits, assets and capitalization, the nature of its operations and many other factors. An event that is "significant" or "major" in the context of a smaller company's business and affairs is often not material to a large company. The company itself is in the best position to apply the definition of material information to its own unique circumstances. The Exchange recognizes that decisions on disclosure require careful subjective judgments, and encourages listed companies to consult Market Surveillance when in doubt as to whether disclosure should be made.

          • Rule: Immediate Disclosure

            • Sec. 408.

              A listed company is required to disclose material information concerning its business and affairs forthwith upon the information becoming known to management, or in the case of information previously known, forthwith upon it becoming apparent that the information is material. Immediate release of information is necessary to ensure that it is promptly available to all investors and to reduce the risk of persons with access to the information acting upon undisclosed information. Unusual trading marked by significant changes in the price or trading volumes of any of a company's securities prior to the announcement of material information is embarrassing to company management and damaging to the reputation of the securities market, since the investing public may assume that certain persons benefited from access to material information which was not generally disclosed.

              In restricted circumstances disclosure of material information may be delayed for reasons of corporate confidentiality. In this regard, see Sections 423.1 to 423.3.

          • Developments to be Disclosed

            • Sec. 409.

              Companies are not required to interpret the impact of external political, economic and social developments on their affairs, but if the external development will have or has had a direct effect on their business and affairs that is both material in the sense outlined above and uncharacteristic of the effect generally experienced as a result of such development by other companies engaged in the same business or industry, companies are urged, where practical, to explain the particular impact on them. For example, a change in government policy that affects most companies in a particular industry does not require an announcement, but if it affects only one or a few companies in a material way, an announcement should be made.

              The market price of a company's securities may be affected by factors directly relating to the securities themselves as well as by information concerning the company's business and affairs. For example, changes in a company's issued capital, stock splits, redemptions and dividend decisions may all impact upon the market price of a security.

            • Sec. 410.

              Other actual or proposed developments that are likely to give rise to material information and thus to require prompt disclosure include, but are not limited to, those listed below. Of course, any development must be material according to the definition of material information before disclosure is required.

              Many developments must be disclosed at the proposal stage, or before an event actually occurs, if the proposal gives rise to material information at that stage. Announcements of an intention to proceed with a transaction or activity should be made when a decision has been made to proceed with it by the board of directors of the company, or by senior management with the expectation of concurrence from the board of directors. Subsequently, updates should be announced at least every 30 days, unless the original announcement indicates that an update will be disclosed on another indicated date. In addition, prompt disclosure is required of any material change to the proposed transaction, or to the previously disclosed information.

              Examples of developments likely to require prompt disclosure as referred to above include the following:

              (a) Changes in share ownership that may affect control of the company.
              (b) Changes in corporate structure, such as reorganizations, amalgamations, etc.
              (c) Take-over bids or issuer bids.
              (d) Major corporate acquisitions or dispositions.
              (e) Changes in capital structure.
              (f) Borrowing of a significant amount of funds.
              (g) Public or private sale of additional securities.
              (h) Development of new products and developments affecting the company's resources, technology, products or market.
              (i) Significant discoveries by resource companies.
              (j) Entering into or loss of significant contracts.
              (k) Firm evidence of significant increases or decreases in near-term earnings prospects.
              (l) Changes in capital investment plans or corporate objectives.
              (m) Significant changes in management.
              (n) Significant litigation.
              (o) Major labour disputes or disputes with major contractors or suppliers.
              (p) Events of default under financing or other agreements.
              (q) Any other developments relating to the business and affairs of the company that would reasonably be expected to significantly affect the market price or value of any of the company's securities or that would reasonably be expected to have a significant influence on a reasonable investor's investment decisions.

            • Sec. 411.

              Forecasts of earnings and other financial forecasts need not be disclosed, but where a significant increase or decrease in earnings is indicated in the near future, such as in the next fiscal quarter, this fact must be disclosed. Forecasts should not be provided on a selective basis to certain investors not involved in the management of the affairs of the company. If disclosed, they should be generally disclosed. Reference should be made to National Instrument 51-102 Continuous Disclosure Obligations (FOFI and Financial Outlooks).

        • Market Surveillance

          • Monitoring Trading

            • Sec. 412.

              Market Surveillance maintains a continuous stock watch program which is designed to highlight unusual market activity, such as unusual price and volume changes in a stock relative to its historical pattern of trading. Where unusual trading activity takes place in a listed security, Market Surveillance attempts to determine the specific cause of such activity. If the specific cause cannot be determined immediately, company management will be contacted. Should this contact result in Market Surveillance staff becoming aware of a situation which requires a news release, the company will be asked to make an immediate announcement. Should the company be unaware of any undisclosed developments, Market Surveillance staff will continue to monitor trading and, if concerns continue, may ask the company to issue a statement that it is not aware of any undisclosed developments that would account for the unusual trading pattern.

          • Timing of Announcements

            • Sec. 413.

              Market Surveillance has the responsibility of receiving all timely disclosure news releases from listed companies detailing material information concerning their affairs. The overriding rule is that significant announcements are required to be released immediately. Release of certain announcements may be delayed until the close of trading, subject to the approval of Market Surveillance. Company officials are encouraged to seek assistance and direction from Market Surveillance as to when an announcement should be released and whether trading in the company's shares should be halted for dissemination of an announcement.

          • Rumours

            • Sec. 414.

              Unusual market activity is often caused by the presence of rumours. The Exchange recognizes that it is impractical to expect management to be aware of, and comment on, all rumours, but when market activity indicates that trading is being unduly influenced by rumours Market Surveillance will request that a clarifying statement be made by the company. Prompt clarification or denial of rumours through a news release is the most effective manner of rectifying such a situation. A trading halt may be instituted pending a "no corporate developments" statement from the company. If a rumour is correct in whole or in part, immediate disclosure of the relevant material information must be made by the company and a trading halt will be instituted pending release and dissemination of the information.

          • OSC Cease Trading Order

            • Sec. 415.

              In certain circumstances trading in a listed security may be stopped by Market Surveillance as a result of a cease trading order being issued by the OSC. Such an order may be issued by the OSC where it is of the opinion that a halt in trading is in the public interest. However, Market Surveillance generally handles halts for the dissemination of announcements of material information. Additional information with respect to trading halts is included in Sections 420 to 423.

        • Announcements of Material Information

          • Pre-Notification to Exchange

            • Sec. 416.

              The Exchange's policy requires immediate release of material information except in unusual circumstances. While Market Surveillance may permit certain news releases to be issued after the close of trading, the policy of immediate disclosure frequently requires that news releases be issued during trading hours, especially when an important corporate development has occurred. If this is the case, it is absolutely essential that company officials notify Market Surveillance prior to the issuance of a news release. Market Surveillance staff will then be in a position to determine whether trading in any of the company's securities should be temporarily halted. Also, if the Exchange is not advised of news releases in advance, any subsequent unusual trading activity will generate enquiries and perhaps a halt in trading.

              Regardless of when an announcement involving material information is released, Market Surveillance must be advised of its content and supplied with a copy in advance of its release. Market Surveillance must also be advised of the proposed method of dissemination. Market Surveillance must be advised by telephone in advance if an announcement is ready to be made during trading hours, and submission of a written copy of the release should follow. Where an announcement is to be released after the Exchange has closed, Market Surveillance staff should be advised before trading opens on the next trading day. Copies may be filed through TSX SecureFile, faxed or e-mailed to Market Surveillance.

              Market Surveillance coordinates trading halts with other exchanges and markets where a company's securities are listed or traded elsewhere. A convention exists that trading in a security traded in more than one market shall be halted and resumed at the same time in each market. Failing to pre-notify the Exchange of an imminent material announcement could disrupt this system.

          • Dissemination

            • Sec. 417.

              After notifying Market Surveillance, a news release must be transmitted to the media by the quickest possible method, and by one that provides the widest dissemination possible. To ensure that the entire financial community is aware of the news at the same time, a wire service or combination of services must be used which provides national and simultaneous coverage.

              The Exchange accepts the use of any news services that meet the following criteria:

              •  dissemination of the full text of the release to the national financial press and to daily newspapers that provide regular coverage of financial news;
              •  dissemination to all Participating Organizations; and
              •  dissemination to all relevant regulatory bodies.

              Companies are also expected to use services such as Dow Jones and Reuters that provide wide dissemination at no charge to the issuer. However, companies should be aware that these services do not carry all releases and may substantially edit releases they do carry. News services that guarantee that the full text of the release will be carried are required to be used.

              Dissemination of news is essential to ensure that all investors trade on equal information. The onus is on the listed company to ensure appropriate dissemination of news releases, and any failure to properly disseminate news shall be deemed to be a breach of this policy and shall be grounds for suspension of trading or delisting of the company's securities. In particular, the Exchange will not consider relieving a company from its obligation to disseminate news properly because of cost factors.

          • Content of Announcements

            • Sec. 418.

              Announcements of material information should be factual and balanced, neither overemphasizing favourable news nor under-emphasizing unfavourable news. Unfavourable news must be disclosed just as promptly and completely as favourable news. It is appreciated that news releases may not be able to contain all the details that would be included in a prospectus or similar document. However, news releases should contain sufficient detail to enable media personnel and investors to appreciate the true substance and importance of the information so that investors may make informed investment decisions. The guiding principle should be to communicate clearly and accurately the nature of the information, without including unnecessary details, exaggerated reports or editorial commentary designed to colour the investment community's perception of the announcement one way or another. The company should be prepared to supply further information when appropriate, and the Exchange recommends that the name and telephone number of the company official to contact be provided in the release.

          • Misleading Announcements

            • Sec. 419.

              While the policy of the Exchange is that all material information must be released immediately, judgment must be exercised by company officials as to the timing and propriety of any news releases concerning corporate developments, since misleading disclosure activity designed to influence the price of a security is considered by the Exchange to be improper. Misleading news releases send signals to the investment community which are not justified by an objective examination of the facts, and may detract from the credibility of the company. Announcements of an intention to proceed with a transaction or activity should not be made unless the company has the ability to carry out the intent (although proceeding may be subject to contingencies) and a decision has been made to proceed with the transaction or activity by the board of directors of the company, or by senior management with the expectation of concurrence from the board of directors. Disclosure of corporate developments must be handled carefully and requires the exercise of judgment by company officials as to the timing of an announcement of material information, since either premature or late disclosure may result in damage to the reputation of the securities markets.

        • Trading Halts

          • When Trading May Be Halted

            • Sec. 420.

              The Exchange's objective is to provide a continuous auction market in listed securities. The guiding principle is therefore to reduce the frequency and length of trading halts as much as possible.

              Trading may be halted in the securities of a listed company upon the occurrence of a material change during normal trading hours, which requires immediate public disclosure. The determination that trading should be halted is made by Market Surveillance. Market Surveillance determines the amount of time necessary for dissemination in any particular case, which determination is dependent upon the significance and complexity of the announcement.

              It is neither the intention nor practice of Market Surveillance to halt trading for all news releases from listed companies. A news release is discussed by Market Surveillance and the listed company prior to its release and a determination is made as to whether a trading halt is justified based upon the impact which the particular announcement is expected to have on the market for the company's securities.

              A halt in trading does not reflect upon the reputation of management of a company nor upon the quality of its securities. Indeed, trading halts for material information announcements are usually made at the request of the listed company involved. Market Surveillance normally attempts to contact a company before imposing a halt in trading.

          • Requests for Trading Halts

            • Sec. 421.

              It is not appropriate for a listed company to request a trading halt in a security if a material announcement is not going to be made forthwith.

              When a listed company (or its advisors) requests a trading halt for an announcement, the company must provide assurance to Market Surveillance that an announcement is imminent. The nature of this announcement and the current status of events shall be disclosed to Market Surveillance, in order the staff can assess the need for and appropriate duration of a trading halt.

          • Length of Trading Halts

            • Sec. 422.

              When a halt in trading is necessary, trading is normally interrupted for a period of less than two hours. In the normal course, the announcement should be made immediately after the halt is imposed and trading will resume within approximately one hour of the dissemination of the announcement through major news wires.

              A trading halt in a security shall not normally extend for a period longer than 24 hours from the time the halt was imposed. This is a maximum time period intended to address unusual situations. The only exception to the 24-hour time limit is where Market Surveillance determines that resumption of trading would have a significant negative impact on the integrity of the market.

          • Failure to Make an Announcement Immediately

            • Sec. 423.

              If trading is halted but an announcement is not immediately forthcoming as expected, Market Surveillance will establish a reopening time, which shall not be later than 24 hours after the time that the halt was imposed (excluding nonbusiness days). If the company fails to make an announcement. Market Surveillance will issue a notice stating that trading was halted for dissemination of news or for clarification of abnormal trading activity, that an announcement was not immediately forthcoming, and that trading will therefore resume at a specific time.

              When Market Surveillance advises a company in applying this Section 423 that it will announce the reopening of trading the company should reconsider, in light of its responsibility to make timely disclosure of all material information, whether it should issue a statement prior to the reopening becoming effective to clarify why it requested a trading halt (if this is the case) and why it is not able to make an announcement prior to the reopening of trading.

        • Confidentiality

          • When Information May Be Kept Confidential

            • Sec. 423.1.

              In restricted circumstances disclosure of material information concerning the business and affairs of a listed company may be delayed and kept confidential temporarily where immediate release of the information would be unduly detrimental to the interests of the company.

              Examples of instances in which disclosure might be unduly detrimental to the company's interests are as follows:

              (a) Release of the information would prejudice the ability of the company to pursue specific and limited objectives or to complete a transaction or series of transactions that are under way. For example, premature disclosure of the fact that a company intends to purchase a significant asset may increase the cost of making the acquisition.
              (b) Disclosure of the information would provide competitors with confidential corporate information that would be of significant benefit to them. Such information may be kept confidential if the company is of the opinion that the detriment to it resulting from disclosure would outweigh the detriment to the market in not having access to the information. A decision to release a new product, or details on the features of a new product may be withheld for competitive reasons. Such information should not be withheld if it is available to competitors from other sources.
              (c) Disclosure of information concerning the status of ongoing negotiations would prejudice the successful completion of those negotiations. It is unnecessary to make a series of announcements concerning the status of negotiations with another party concerning a particular transaction. If it seems that the situation is going to stabilize within a short period, public disclosure may be delayed until a definitive announcement can be made. Disclosure should be made once "concrete information" is available, such as a final decision to proceed with the transaction or, at a later point in time, finalization of the terms of the transaction.

            • Sec. 423.2.

              It is the policy of the Exchange that the withholding of material information on the basis that disclosure would be unduly detrimental to the company's interests must be infrequent and can only be justified where the potential harm to the company or to investors caused by immediate disclosure may reasonably be considered to outweigh the undesirable consequences of delaying disclosure, keeping in mind at all times the considerations that have given rise to the Exchange's immediate disclosure policy. While recognizing that there must be a trade-off between the legitimate interests of a company in maintaining secrecy and the right of the investing public to disclosure of corporate information, the Exchange discourages delaying disclosure for a lengthy period of time, since it is unlikely that confidentiality can be maintained beyond the short term.

          • Maintaining Confidentiality

            • Sec. 423.3.

              If disclosure of material information is delayed, complete confidentiality must be maintained. In the event that such confidential information, or rumours respecting the same, is divulged in any manner (other than in the necessary course of business), the company is required to make an immediate announcement on the matter, Market Surveillance must be notified of the announcement in advance in the usual manner. During the period before material information is disclosed, market activity in the company's securities should be closely monitored. Any unusual market activity probably means that news of the matter is being disclosed and that certain persons are taking advantage of it. In such case, Market Surveillance should be advised immediately, and a halt in trading will be imposed until the company has made disclosure on the matter.

              At any time when material information is being withheld from the public, the company is under a duty to take precautions to keep such information completely confidential. Such information should not be disclosed to any officers or employees of the company, or to the company's advisors, except in the necessary course of business. The directors, officers and employees of a listed company should be reminded on a regular basis that confidential information obtained in the course of their duties must not be disclosed. It is contrary to law under the OSA for any person in a "special relationship" with a company to make use of undisclosed material information. This point is discussed in Section 423.4.

              Listed companies must comply with the provisions of section 75 of the OSA requiring confidential disclosure to the OSC of any "material change" that is not immediately being disclosed to the public.

        • Insider Trading

          • Law

            • Sec. 423.4.

              Every listed company should have a firm rule prohibiting those who have access to confidential information from making use of such information in trading in the company's securities before the information has been fully disclosed to the public and a reasonable period of time for dissemination of the information has passed.

              Insider trading is strictly regulated by Part XXI and sections 76 and 134 of the OSA and the Regulation under the Act. The securities laws of other provinces also regulate insider trading in their respective jurisdictions. Insider trading in the securities of companies incorporated under the Canada Business Corporations Act is also regulated by Part Xl of that Act. The definition of an "insider" will vary from statute to statute, but in any case will include directors and senior officers of the company and large shareholders. In Ontario directors and senior officers of any company that is itself an insider of a second company are considered insiders of that second company. It is recommended that directors and officers of listed companies be fully conversant with all applicable legislation concerning insider trading.

              The OSA requires insiders who own securities of a listed company to file an initial report with the OSC upon becoming insiders and to report all trades made in the securities of the company of which they are insiders.

              In addition, section 76 of the OSA prohibits any person or company in a "special relationship" with a listed company from trading on the basis of undisclosed material information on the affairs of that company. Those considered to be in a "special relationship" with a listed company include those who are insiders, affiliates or associates of the listed company, a person or company proposing to make a take-over bid of the listed company, and a person or company proposing to become a party to a reorganization, amalgamation, merger or similar business arrangement with the listed company. A person or company in a "special relationship" also includes those involved, or which were involved, in the provision of business or professional services for the listed company, including employees.

              An indefinite chain of "tippees" is created by including in the "special relationship" category persons or companies who acquire information from a source known to them to have a "special relationship" with the listed company.

              In any situation where material information is being kept confidential because disclosure would be unduly detrimental to the best interests of the company, management is under a duty to take every possible precaution to ensure that no trading whatsoever takes place by any insiders or persons in a "special relationship" with the company, such as lawyers, engineers and accountants, in which use is made of such information before it is generally disclosed to the public. Similarly, undisclosed material information cannot be passed on or "tipped" to others who may benefit by trading on the information.

              In the event that Market Surveillance is of the opinion that insider or improper trading may have occurred before material information has been disclosed and disseminated, the Exchange requires an immediate announcement to be made disclosing the material information of which use is being made.

          • Guidelines—Disclosure, Confidentiality Guidelines and Employee Trading

            • Sec. 423.5.

              Companies listed on the Exchange must comply with two sets of rules:

              •  securities law governing corporate disclosure, confidentiality and employee trading
              •  the Exchanges policy on timely disclosure (Sections 406 to 423.4), which expands on the requirements of securities law.

              Collectively, these rules are referred to as the Disclosure Rules. Compliance with them is essential to maintaining investor confidence in the integrity of the Exchanges market and its listed companies.

              Each listed company should establish a clear written policy to help it comply with the Disclosure Rules. The guidelines in Sections 423.6 to 423.8 are intended to help companies establish their policies. They should be viewed as a means to an end (compliance with the Disclosure Rules) and not as an end in themselves.

              These guidelines are not hard and fast rules, and will not be appropriate for every listed company. The TSX recognizes that company policies will vary depending on the company's size and corporate culture.

              Every company's policy, however, should:

              •  describe the procedures to be followed and spell out the consequences of violations
              •  be updated regularly
              •  be brought to the attention of employees regularly.

              The policy should also give specific guidance in the following areas:

              •  disclosing material information
              •  maintaining the confidentiality of information
              •  restricting employee trading.

          • Disclosing Material Information

            • Sec. 423.6.

              The Disclosure Rules state that material information is information about a company that has a significant effect, or would reasonably be expected to have a significant effect, on the market price of the company's securities. A company must disclose material information to the public immediately. For exceptions, please see Section 423.7, "Maintaining the Confidentiality of Information".

              Guidelines

              The Exchange suggests that the company's policy include provisions to assist management in determining:

              •  if the information is material and must therefore be disclosed
              •  when and how the material is to be disclosed
              •  the content of any press release disclosing the information.

              Specific corporate officers should be made responsible for disclosing material information.

              These officers would:

              •  be completely familiar with the company's operations
              •  be kept up to date on any pending material developments
              •  have a sufficient understanding of the disclosure rules to be able to decide whether or not a piece of information is material
              •  be responsible for communications with the media, shareholders and securities analysts
              •  have back-ups assigned, in case they are unavailable.

              To assist these officers, it might be helpful for them to have access to a file containing all relevant public information about the company, including news releases, brokerage research reports and debriefing notes following analyst contacts.

              Different corporate officers may be designated for different circumstances. For example, a specific employee might be designated as a corporate spokesperson for a particular area of operations or a particular press release. At the same time investor relations personnel might be designated as the contact for shareholders, the media and analysts, but not have the authority to issue a particular press release.

              The names of the designated officers, the names of their back-ups, and their areas of responsibility should be given to Market Surveillance. Market Surveillance may need to contact them in the event of unusual trading in the company's securities.

              Avoid situations where:

              •  delays occur because the person responsible for disclosure is unavailable or cannot be located
              •  employees other than designated spokespersons comment on material corporate developments.

          • Maintaining the Confidentiality of Information

            • Sec. 423.7.

              The Disclosure Rules allow that if the early disclosure of material information would be unduly detrimental to the company, that information may be kept confidential for a limited period of time. To keep material information completely confidential, companies should:

              •  not disclose the information to anybody, except in the necessary course of business
              •  make sure that if the information has been disclosed in the necessary course of business, everyone understands that it is to be kept confidential
              •  make sure that there is no selective disclosure of confidential information to third parties, for example, in a meeting with an analyst. This is tipping, which is prohibited under securities law.

              In the event that selective disclosure of confidential information inadvertently occurs, the company must immediately disclose the information publicly by issuing a press release.

              Guidelines

              The Exchange suggests that a company's policy might:

              •  limit the number of people with access to confidential information
              •  require confidential documents to be locked up and code names to be used if necessary
              •  make sure that confidential documents cannot be accessed through technology such as shared servers
              •  educate all staff about the need to keep certain information confidential, not to discuss confidential information when they may be overheard, and not to discuss investment in the company, for example, in an investment club, when they are aware of confidential information (so that they don't influence the investments of other people, when they themselves are not allowed to trade).

          • Restrictions on Employee Trading

            • Sec. 423.8.

              The Disclosure Rules require that employees with access to material information be prohibited from trading until the information has been fully disclosed and a reasonable period of time has passed for the information to be disseminated. This period may vary, depending on how closely the company is followed by analysts and institutional investors.

              This prohibition applies not only to trading in company securities, but also to trading in other securities whose value might be affected by changes in the price of the company's securities. For example, trading in listed options or securities of other companies that can be exchanged for the company's securities is also prohibited.

              In addition, if employees become aware of undisclosed material information about another public company such as a subsidiary, they may not trade in the securities of that other company.

              In the case of pending transactions, the circumstances of each case should be considered in determining when to prohibit trading. In some cases, prohibition may be appropriate as soon as discussions about the transaction begin. The definition of materiality helps determine when trading should be prohibited in the case of pending transactions. Trading must be prohibited once the negotiations have progressed to a point where it reasonably could be expected that the market price of the company's securities would materially change if the status of the transaction were publicly disclosed. As the transaction becomes more concrete, it is more likely that the market will react. This prohibition on trading will often come into effect before the point in time when it must be disclosed publicly. In all situations, it is a judgment call as to when employee trading should be restricted.

              Guidelines

              The Exchange suggests that a company's policy address trading blackouts. Trading blackouts are periods of time during which designated employees cannot trade the company's securities or other securities whose price may be affected by a pending corporate announcement. A trading blackout:

              •  prohibits trading before a scheduled material announcement is made (such as the release of financial statements)
              •  may prohibit trading before an unscheduled material announcement is made, even if the employee affected doesn't know that the announcement will be made
              •  prohibits trading for a specific period of time after a material announcement has been made.

              It is easiest to implement a policy on trading blackouts that applies to scheduled announcements, such as the release of financial statements. In this case the policy might:

              •  prohibit trading by employees for a certain number of days before and after the release of financial statements
              •  provide "open windows", which are limited periods of time following the release of financial statements during which employees may trade.

              It is more problematic to implement a policy on trading blackouts for unscheduled announcements. A company should make the following decisions about its policy on trading blackouts according to its particular circumstances:

              •  should the policy apply to employees other than those already prevented from trading by insider trading rules (for example, senior employees not directly involved in the material transaction)?
              •  would telling an employee not to trade tip them off as to the content of the pending announcement?

              If a company decides to implement a preannouncement blackout policy, it might want to consider one of the following options:

              •  without giving a reason, instruct employees not to trade until further notice if there is a pending undisclosed material development
              •  require employees to obtain approval before trading, on the understanding that this approval will be denied if any material information has not been disclosed.

              A company policy on post-announcement trading blackouts should:

              •  state whether the blackout rules apply to all staff or only to those involved in the material transaction
              •  allow the market time to absorb the information before employees can resume trading. The amount of time that the market needs to absorb the information and set a new price level will depend upon the size of the company and to what extent it is tracked by analysts and investors.

              The Exchange also suggests that a company:

              •  circulate some basic do's and don'ts about employee trading to all their staff
              •  designate a contact person who is familiar with the disclosure rules and who can help employees determine whether or not they may trade in a given circumstance
              •  set expiry dates for the exercise of stock options and other such compensation plans so that the expiry dates normally would fall after the release of financial statements
              •  educate employees about any additional specific trading restrictions that may apply to them (for example, section 130 of the Canada Business Corporations Act generally prohibits insiders of CBCA companies from selling that company's shares short, or from buying or selling put or call options on the shares. Insiders of companies which have to report under the U.S. Securities Exchange Act of 1934 may be subject to other restrictions, such as liability to account (for short swing profits.)
              •  decide whether employees who are subject to more stringent trading restrictions, and who are not required by law to file insider trading reports, should have to report details of their trading to the company
              •  decide whether the company should review insider trading reports to make sure that employees have complied with company policy and disclosure rules.

          • Electronic Communications Disclosure Guidelines

            • Sec. 423.9.

              The Internet allows for relevant information to be instantaneously and simultaneously available to an investor. But the Internet also poses regulatory challenges. In a world in which information is more readily available than ever, it is more important than ever that it be accurate, timely and up-to-date. With this in mind, TSX has developed these electronic communications guidelines to assist listed issuers to meet their investors' informational needs.

              Section 423.11 (Applicable Disclosure Guidelines) reminds issuers that applicable disclosure rules apply to all corporate disclosure through electronic communications and must be followed by each issuer. Disclosure of information by an issuer through its web site or e-mail will not satisfy the issuer's disclosure obligations. The issuer must continue to use traditional means of dissemination. Section 423.12 (Electronic Communications Guidelines) sets out the guidelines that apply directly to the Internet and other electronic media. The overall objective of the guidelines is to encourage the use of electronic media to make investor information accessible, accurate and timely. The challenge of regulating electronic media is to ensure that regulatory concerns are addressed without impeding innovation.

            • Sec. 423.10.

              These guidelines should be read with TSX's Timely Disclosure requirements and related guidelines ("TSX Timely Disclosure Policy").

              Web sites, electronic mail ("e-mail") and other channels available on the Internet are media of communication available to listed issuers for corporate disclosure. Each of these media provides opportunities for an issuer to broadly disseminate investor relations information. There are, however, a number of issues that an issuer must consider when it goes online. Investor relations information that is disclosed electronically using these new media should be viewed by the issuer as an extension of its formal corporate disclosure record. As such, these electronic communications are subject to securities laws and TSX standards and should not be viewed merely as a promotional tool.

              TSX strongly recommends that all listed issuers make investor relations information available on their web site.

              Current securities filings of listed issuers such as financial statements, Annual Information Forms, annual reports and prospectuses are maintained on SEDAR. In addition, TSX maintains a profile page on each listed issuer on its web site ("tsx.com"). Further, many news wire services post listed issuer news releases on their web sites. Since these various sites are not all connected, it may be difficult and time consuming for an investor to search the Internet and obtain all relevant investor relations information about a particular issuer. If an issuer creates its own web site, it can ensure that all of its investor relations information is available through one site and can provide more information than is currently available online. For example, SEDAR contains only mandatory corporate filings, while an issuer's site may carry a wealth of supplemental information, such as fact sheets, fact books, slides of investor presentations, transcripts of investor relations conferences and webcasts.

              Disclosure by the Internet alone will not meet an issuer's disclosure requirements and an issuer must continue to use traditional means of dissemination.

              Electronic communications do not reach all investors. Investors who have access to the Internet will be unaware that new information is available unless the issuer notifies them of an update.

          • Applicable Disclosure Standards

            • Sec. 423.11.

              Distribution of information via a web site, e-mail or otherwise via the Internet is subject to the same laws as traditional forms of dissemination such as news releases. In establishing electronic communications, an issuer should have special regard to disclosure requirements under all applicable securities laws. Issuers should refer to TSX Timely Disclosure Policy, National Policy 51-201 Disclosure Standards, National Policy 11-201 Electronic Delivery of Documents, and National Policy 47-201 Trading Securities Using the Internet and Other Electronic Means. Issuers should be aware of disclosure requirements in all jurisdictions in which they are reporting issuers. Also, there are constant developments regarding electronic disclosure of material information by issuers and issuers must be aware of the impact of all such developments on their disclosure practices.

              These standards apply to all corporate disclosure through electronic communications and must be followed by each issuer.

              1. Electronic communications cannot be misleading—An issuer must ensure that material information posted on its web site is not misleading. Material information is misleading if it is incomplete, incorrect or omits a fact so as to make another statement misleading. Information may also be misleading if it is out of date.
              (a) Duty to correct and update—A web site should be a complete repository of current and accurate investor relations information. Viewers visiting a web site expect that they are viewing all the relevant information about an issuer and that the information provided to them by the issuer is accurate in all material respects. An issuer has the duty to include on its web site all material information and to correct any material information available on its web site that is misleading. It is not sufficient that the information has been corrected or updated elsewhere.

              It is possible for information to become inaccurate over time. An issuer must regularly review and update or correct the information on the site.
              (b) Incomplete information or material omissions—Providing incomplete information or omitting a material fact is also misleading. An issuer must include all material disclosed information. It must include all news releases, not just favourable ones. Similarly, documents should be posted in their entirety. If this is impractical for a particular document, such as a technical report with graphs, charts or maps, care must be taken to ensure that an excerpt is not misleading when read on its own. In such circumstances, it may be sufficient to post the executive summary.
              (c) Information must be presented in a consistent manner—Investor relations information that is disclosed electronically should be presented in the same manner online as it is offline. Important information should be displayed with the same prominence and a single document should not be divided into shorter, linked documents that could obscure or "bury" unfavourable information. While issuers may divide a lengthy document into sections for ease of access and downloading, issuers must ensure that the full document appears on the site, that each segment is easily accessible and that the division of the document has not altered the import of the document or any information contained in it.
              2. Electronic communications cannot be used to "tip" or leak material information—An issuer's internal employee trading and confidentiality policies should cover the use of electronic forms of communication. Employees must not use the Internet to tip or discuss in any form undisclosed material information about the issuer.

              An issuer must not post a material news release on a web site or distribute it by e-mail or otherwise on the Internet before it has been disseminated on a news wire service in accordance with TSX Timely Disclosure Policy.
              3. Electronic communications must comply with securities laws—An issuer should have special regard to securities laws and, in particular, registration and filing requirements, which may be triggered if it posts any document offering securities to the general public on its web site. If a listed issuer is considering a distribution of securities, it should carefully review its web site in consultation with the issuer's legal counsel in advance of and during the offering. The Internet is increasingly becoming an important tool to communicate information about public offerings to shareholders and investors. Nevertheless, the release of information and promotional materials relating to a public offering before or during the offering is subject to restrictions under securities laws. Documents related to a distribution of securities should only be posted on a web site if they are filed with and receipted by the appropriate securities regulators in the applicable jurisdictions. All promotional materials related to a distribution of securities should be reviewed with the issuer's legal advisors before they are posted on a web site to ensure that such materials are consistent with the disclosure made in the offering documents and that the posting of such materials to a web site is permitted under applicable securities laws.

              Anyone, anywhere in the world can access a web site. Special regard should be made to foreign securities laws, some of which may be stricter than Ontario laws. Foreign securities regulators may take the view that posting offering documents on a web site that can be accessed by someone in their jurisdiction constitutes an offering in that jurisdiction unless appropriate disclaimers are included on the document or other measures are taken to restrict access. Reference should be made to the guidelines issued by other jurisdictions such as those issued by the U.S. Securities and Exchange Commission for issuers who use Internet web sites to solicit offshore securities transactions and clients without registering the securities in the United States.

          • Electronic Communication Guidelines

            • Sec. 423.12.

              TSX recommends that listed issuers follow these guidelines when designing a web site, establishing an internal e-mail policy or disseminating information over the Internet.

              Unlike the disclosure rules which are applicable to all electronic communications, these guidelines are not hard and fast rules which must be followed. Aspects of these guidelines may not be appropriate for every issuer. An issuer should tailor these guidelines to create an internal policy that is suitable to its particular needs and resources.

              Each listed issuer should establish a clear written policy on electronic communications as part of its existing policies governing corporate disclosure, confidentiality and employee trading. Please refer to TSX Timely Disclosure Policy.

              TSX suggests that the policy describe how its electronic communications are to be structured, supervised and maintained. The policy should be reviewed regularly and updated as necessary. To ensure that the policy is followed, it should be communicated to all individuals of the issuer to whom it will apply.

              1. Who should monitor electronic communications—TSX recommends that one or more of the officers appointed under the issuer's disclosure policy be made responsible for maintaining, updating and implementing the issuer's policies on electronic communications. Reference should be made to TSX Timely Disclosure Policy. These officers should ensure that all investor relations information made available by the issuer on the web site, broadcast via e-mail or otherwise on the Internet complies with applicable securities laws and internal policies. This responsibility includes ensuring the issuer web site is properly reviewed and updated.
              2. What should be on the web site?
              (a) All corporate "timely disclosure" documents and other investor relations information—TSX recommends that issuers take advantage of Internet technologies and make available through an issuer web site all corporate "timely disclosure" documents and other investor relations information that it deems appropriate. As stated, however, the posting of such documents and information on the web site does not fulfill the issuer's obligation to disseminate such information through a timely news release.

              An issuer may either post its own investor relations information or establish links to other web sites that also maintain publicly disclosed documents on behalf of the issuer such as news wire services, SEDAR and stock quote services. "Investor relations information" includes all material public documents such as: the annual report; annual and interim financial statements; the Annual Information Form; news releases; material change reports; information regarding DRIPs; declarations of dividends; redemption notices; management proxy circulars; and any other communications to shareholders.

              TSX recommends that an issuer post its investor relations information, particularly its news releases, as soon as possible following dissemination. Documents that an issuer files on SEDAR should be posted concurrently on its web site, as suggested in National Policy 51-201 Disclosure Standards or the issuer could create a hyper-link to the SEDAR web site. If an issuer chooses to link to SEDAR or to a news wire web site, a link can be provided directly to the issuer's page on that site, provided that the terms and conditions of the site to which the link is provided do not place restrictions on "deep-linking", or object to "framing"1. An issuer providing deep-linking from its web site to a third party web site should consult its legal advisors to assess the legal issues surrounding deep-linking and to ensure the proposed link is effected properly. The practice of deep-linking has given rise to a number of legal issues, including whether permission from the third party must be sought in order to access a web site other than through the homepage and whether the issuer may incur liability in sending a user to a third party site bypassing any disclaimers posted on the homepage of the third party site.

              Links to other web sites should be checked regularly to ensure they still work, are up-to-date and accurate. In addition, a disclaimer should be included on the issuer's web site, preferably via a pop-up window, clearly stating that the viewer is leaving the issuer web site and that the issuer is not responsible for the content, accuracy or timeliness of the other site.
              (b) All supplemental information provided to analysts and other market observers but not otherwise distributed publicly—TSX recommends that an issuer that distributes non-material investor relations information to analysts and institutional clients make such supplemental information available to all investors. Supplemental information includes such materials as fact sheets, fact books, slides of investor presentations and transcripts of management investor relations speeches and other materials distributed at investor presentations. Posting supplemental information on a web site is a very useful means of making it generally available.

              Keeping in mind that an issuer should design its web site to meet its business needs, TSX recommends that an issuer post all supplemental information on its web site, unless the volume or format makes it impractical. If this is the case, the issuer should describe the information on the web site and provide a contact for the information so that an investor may contact the issuer directly either to obtain a copy of the information or to view the information at the issuer's offices.

              In addition to any supplemental information provided by the issuer to analysts, TSX recommends that whenever an issuer is making a planned disclosure of material corporate information in compliance with TSX Timely Disclosure Policy and related guidelines, it should also consider providing dial-in and/or web replay or make transcripts of the related conference call available for a reasonable period of time after the call.
              (c) Investor relations contact information—TSX suggests that an issuer provide an e-mail link on its web site for investors to communicate directly with an investor relations representative of the issuer. The issuer policy should specify who may respond to investor inquiries and should provide guidance as to the type of information that may be transmitted electronically. When distributing information electronically the issuer must adhere to TSX and legislative disclosure requirements in order to minimize the potential of selective disclosure of information.

              To assure rapid distribution of material information to internet users who follow the issuer, an issuer may consider establishing an e-mail distribution list, permitting users who access its web site to subscribe to receive electronic delivery of news directly from the issuer. Alternatively, an issuer may consider using software that notifies subscribers automatically when the issuer's web site is updated. The issuer must note, however, that any electronic distribution of material information must be made after the information has been disseminated on a news wire service.
              (d) Online conferences—TSX recommends that issuers hold analyst conference calls and industry conferences in a manner that enables any interested party to listen either by telephone and/or through a web cast, in accordance with s. 6.7(1) of National Policy 51-201 Disclosure Standards.

              If an issuer chooses to participate in an online news or investor conference TSX suggests that participation by the issuer in such online conferences should be governed by the same policy that the issuer has established in respect of its participation in other conferences such as analyst conference calls.
              3. What should not be distributed via electronic communications
              (a) Employee misuse of electronic communications—Access to e-mail and the Internet can be valuable tools for employees to perform their jobs; however, TSX recommends that clear guidelines should be established as to how employees may use these media. These guidelines should be incorporated into the issuer's disclosure, confidentiality and employee trading policy. Employees should be reminded that their corporate e-mail address is an issuer address and that all correspondence received and sent via e-mail is to be considered corporate correspondence.

              Appropriate guidelines should be established about the type of information that may be circulated by e-mail. An issuer should prohibit its employees from participating in Internet chat rooms2, newsgroups3A or social media3B in discussions relating to the issuer or its securities. As stated in s. 6.13 of National Policy 51-201 Disclosure Standards, an issuer should also consider requiring employees to report to a designated issuer official any discussion pertaining to the issuer which they find on the Internet. Moreover, communications over the Internet via e-mail may not be secure unless the issuer has appropriate encryption technology. Employees should be warned of the danger of transmitting confidential information externally via unencrypted e-mail.
              (b) Analyst reports and third party information—As a general practice, TSX recommends that an issuer not post any investor relations information on its web site that is authored by a third party, unless the information was prepared on behalf of the issuer, or is general in nature and not specific to the issuer. For example, if an issuer posts an analyst report or consensus report on its web site, it may be seen to be endorsing the views and conclusions of the report. By posting such information on its site, an issuer may become "entangled" with the report and be legally responsible for the content even though it did not author it. This could also give rise to an obligation to correct the report if the issuer becomes aware that the content is or has become misleading (for example, if the earnings projection is too optimistic).

              While TSX recommends that issuers refrain from posting analyst and consensus reports on their web sites, it recognizes that some issuers take a different view. If an issuer chooses to post any third party reports on its web site, TSX recommends that extreme caution be exercised. An issuer's policy on posting analyst reports should address the following concerns:
              •  permission to reprint a report should be obtained in advance from the third party, since reports are subject to copyright protection;
              •  the information should clearly be identified as representing the views of the third party and not necessarily those of the issuer;
              •  the entire report should be reproduced so that it is not misleading;
              •  any updates, including changes in recommendations, should also be posted so the issuer's web site wilt not contain out-of-date and possibly misleading information;
              •  all third party reports should be posted.
              Instead of posting third party reports on its web site, an alternative approach is for an issuer to provide a list of all analysts who follow the issuer or all consensus reports issued regarding the issuer together with contact information so that investors may contact the third party directly. If an issuer chooses to provide its investors with a list of analysts and other third party authors, the list should be complete and include all analysts and other third party authors that the issuer knows to follow it, regardless of the content of their reports. Since issuers are not obligated to keep track of every third party that follows them or develops a consensus report regarding the issuer, it may be onerous to compile an accurate and complete list that is not misleading to investors.

              Concerns also exist regarding the posting of media articles, including radio, television and online news reports, about an issuer on the issuer's web site. TSX recommends that issuers refrain from posting media articles on their web sites as it is very difficult for an issuer to ensure that it is posting all relevant articles to its web site. If an issuer chooses to do so, it must make every effort to ensure that all significant articles concerning the issuer are posted to the web site and that negative and positive articles are given similar prominence. Also, given the frequency with which media articles may appear, the issuer will have to regularly update the articles posted on its web site.
              (c) Third party links—As stated above, an issuer may establish hyperlinks between its web site and third party sites. If an issuer creates a hyperlink to a third party site, there is a risk that a viewer will not realize that be or she has left the issuer's web site. TSX recommends that the issuer include a disclaimer stating clearly that the viewer is leaving the issuer website and that the issuer is not responsible for the content, accuracy or timeliness of the other site.
              (d) The blurred line between investor and promotional information—TSX recommends that an issuer clearly identify and separate its investor information from other information on its web site. In particular, promotional, sales and marketing information should not be included on the same web pages as investor relations information. An issuer's web site should clearly distinguish sections containing investor relations information from sections containing other information.
              4. When should information be removed from a web site?—Care should be taken to make sure that information that is inaccurate or out-of-date no longer appears on the web site. The currency of information on a web site will vary depending on the nature of the information. An issuer may retain on its web site its annual financial statements for a full year while removing other information such as frequent product releases more quickly. An issuer should review the types of information it posts on its web site and develop a consistent policy for the posting and removal of such different types of information. Issuers may delete or remove inaccurate information from the web site, as long as a correction has been posted. In addition, TSX recommends that issuers establish an archiving system to store and provide access to information that is no longer current. An electronic archive is a repository of information which has been removed from the web site but which can still be accessed from the web site through a link. To assist investors in determining the currency of the information on the site, TSX recommends that an issuer date the first page of each document as it is posted on the web site.

              TSX recommends that the issuer's policy establish a minimum retention period for material corporate information that it posts on its web site. Different types of information may be retained for a different period of time. For example, the issuer may decide to retain all news releases on the site for a period of one year from the date of issue. In contrast, the issuer may decide that investors would want to access its financials for a longer period (e.g., two years for quarterlies and five years for annuals).

              Issuers should also maintain a log of the date and content of all material information that it has posted and removed from the web site. Issuers should also try to ensure that the information posted on their web site is made available in a manner that makes it accessible by others so that it can be used for subsequent reference and is capable of being retained (e.g., printer friendly versions and save/download buttons).
              5. Rumours on the Internet—Rumours about the issuer may appear in chat rooms, newsgroups, and on social media. Rumours may spread more quickly and more widely on the Internet than by other media. Market Surveillance monitors chat rooms, news groups, and social media to identify rumours about TSX listed issuers that may influence the trading activity of their stocks. TSX Timely Disclosure Policy addresses how an issuer should respond to rumours. An issuer is not expected to monitor chat rooms, news groups or social media for rumours about itself. Nevertheless, TSX recommends that the issuer's standard policy for addressing rumours apply to those on the Internet.

              Whether an issuer should respond to a rumour depends on the circumstances. TSX suggests that the issuer should consider the market impact of the rumour and the degree of accuracy and significance to the issuer. In general, TSX recommends against an issuer participating in a chat room, newsgroup or social media to dispel or clarify a rumour as such action may give rise to selective disclosure concerns and may create the expectation that the issuer will always respond. Instead, the issuer should issue a news release to ensure widespread dissemination of its statement.

              If an issuer becomes aware of a rumour in a chat room, newsgroup or on social media or any other source that may have a material impact on the price of its stock, it should immediately contact Market Surveillance. If the information is false and is materially influencing the trading activity of the issuer's securities, it may consider issuing a clarifying news release. The issuer should contact Market Surveillance so that they can monitor trading in the issuer's securities. If Market Surveillance determines that trading is being affected by the rumour, it may require the issuer to issue a news release stating that there are no corporate developments to explain the market activity.
              6. Legal disclaimers—Corporate disclosure by electronic communications gives rise to many legal issues. The use of legal disclaimers on corporate web sites is commonplace. It is in the best interests of an issuer to consult with its legal advisors to discuss the appropriateness and effectiveness of including legal disclaimers about the accuracy, timeliness and completeness of the information posted on its web site. Issuers should also review with their legal advisors the placement and wording of legal disclaimers on web sites. It is critical that disclaimers be easily visible to all users of the web site and that they be written in plain language such that the content of the disclaimer is easily and quickly read and understood.

              1 Displaying the content or page(s) of a third party web site within the overall design of an issuer's web site, which gives the impression that the third party content is part of the issuer's site.

              2 A chat room is a live electronic forum for discussion among Internet participants.

              3A A newsgroup is an electronic bulletin board on which internet participants may post information.

              3B Social media includes electronic communication through which users create or participate in online communities to share information, ideas and other content, or to participate in social networking.

          • Maintaining Site Integrity

            • Sec. 423.13.

              Electronic communications on the Internet are not always secure. TSX recommends that an issuer establish procedures to assure maximum security of its web site and email. As electronic technologies evolve, security measures also evolve. To ensure the security of its electronic communications, TSX suggests that an issuer:

              •  review and update its security systems regularly;
              •  be aware that it might be possible for unauthorized persons to alter the content of the site;
              •  monitor the integrity of its web site address to make sure that the site is accessible and has not been altered.

          • TSX Monitoring of the Internet

            • Sec. 423.14.

              TSX regularly monitors listed issuer web sites as well as chat rooms, news groups, and social media on the Internet. TSX has the capability to review alterations to listed issuer web sites and to perform random searches of the Internet to identify active discussions relating to listed issuers. However, such monitoring can never be exhaustive. Issuers are responsible for maintaining their web site and should continue to make Market Surveillance aware of significant rumours or problems relating to Internet discussions.

      • C. Company Reporting Forms

        • Sec. 424.

          On June 1, 2001, the Exchange discontinued its requirements for listed companies to complete and file an Annual Questionnaire. The Annual Questionnaire has been replaced by the following forms (collectively the "Company Reporting Forms"):

          •  FORM 1—Change in Outstanding and Reserved Securities
          •  FORM 2—Change in General Company Information
          •  FORM 3—Change in Officers/Directors/Trustees
          •  FORM 4—Personal Information Form
          •  FORM 5—Dividend/Distribution Declaration
          •  FORM 8—Change in Investor Relations Contact
          •  FORM 9—Request for Extension or Exemption for Financial Reporting/Annual Meeting
          •  FORM 10—Change in Principal Business (deleted and combined with FORM 2 as of May 29, 2006)
          •  FORM 11—Notice of Private Placement
          •  FORM 12—Notice of Intention to Make a Normal Course Issuer Bid (pending final approval of Sections 628629 & 629.2629.3)
          •  FORM 13—Notice of Intention to Make a Debt Substantial Issuer Bid (pending final approval of Sections 628629 & 629.2629.3)
          •  FORM 14 A&B—NCIB Monthly Reporting Forms (pending final approval of Sections 628629 & 629.2629.3)

          See Appendix H: Company Reporting Forms for filing instructions.

        • Sec. 425. (Repealed.)

          [The next section is Section 428]

      • D. Dividends and Other Distributions to Security Holders

        • Notice to the Exchange

          • Sec. 428.

            All listed issuers declaring a dividend on listed shares must promptly notify the Exchange's Listed Issuer Services of the particulars, except as provided below. Listed issuers must complete and file a Form 5—Dividend/Distribution Declaration (Appendix H: Company Reporting Forms) with the Exchange. For the purposes of Exchange requirements, "dividends" also includes distributions to holders of listed securities other than shares, such as units.

            The Exchange must have sufficient time to inform its Participating Organizations and the financial community of the details of each dividend declared. There must be a clear understanding in the market-place as to who is entitled to receive the dividend declared. Due to practical considerations, such as long holidays and weekends, the Exchange requires prior notice be given to the Exchange in advance of the dividend record date, the record date being the date of closing of the transfer books of the listed issuer. Listed issuers with tentative dividend plans should schedule their board meetings well in advance of the proposed record date.

            A minimum five trading days notification period applies to all distributions, including special year end distributions by income trusts and other similar non-taxable entities, whether or not:

            (a) the exact amount of the distribution is known; or
            (b) the distribution is to be paid in cash, trust units and/or other securities.

            Where the exact amount of the distribution is unknown, listed issuers should provide, at the time they file their Form 5, their best estimate of the anticipated amount of the distribution and indicate that such amount is an estimate. Details regarding the payment of the distribution in cash, trust units and/or other securities must be provided.

            Upon determination of the exact amount of any estimated distribution, listed issuers must disseminate the final details by press release and provide TSX's dividend administrator with a copy of the press release.

            The dividend notification requirement does not apply to a distribution by a Non-Corporate Issuer that is to be paid entirely in securities which are immediately consolidated following the distribution, resulting in no change to the number of securities held by security holders. In such case, the Non-Corporate Issuer must disseminate a news release with the estimated distribution amount at least four (4) trading days prior to the record date. Upon determination of the exact amount of any estimated distribution, the Non-Corporate Issuer must disseminate the final details by way of news release in accordance with the TSX timely disclosure policy.

        • Ex-Dividend Trading

          • Sec. 429.

            Determining whether the seller or the buyer is entitled to the dividend is accomplished through the procedure known as ex-dividend trading. On shares selling ex-dividend the seller retains the right to a pending dividend payment, and the opening bid quotation is usually reduced by the value of the dividend payable.

            Since two trading days are allowed for the completion of the registration of a securities transaction, it is necessary that the shares commence trading on an ex-dividend basis at the opening of trading on the date which is one trading day prior to the record date for the dividend. For example, if the record date for a dividend is Friday, the shares will commence trading on an ex-dividend basis at the opening of trading on the preceding Thursday (in the absence of statutory holidays). If the record date is Monday, the shares will commence trading on an ex-dividend basis at the opening of trading on Friday of the previous week (in the absence of statutory holidays).

            When a distribution is paid entirely in securities which are immediately consolidated following the distribution, resulting in no change to the number of securities held by security holders, ex-dividend trading will not apply.

        • Due Bill Trading

          • Sec. 429.1.

            For the purposes of this Section 429.1, "distribution" means any dividend, distribution, interest, security or right to which holders of listed securities have an entitlement, based on a specific record date.

            Due Bill trading may be used at the discretion of the Exchange based on various relevant factors. However, the Exchange will normally defer ex-distribution trading and use Due Bills when the distribution per listed security represents 25% or more of the value of the listed security on the declaration date. Without the use of Due Bills, trading on an ex-distribution basis would commence at the opening of trading one trading day prior to the record date for the distribution and could result in a significant adjustment of the market price of the security. Security holders will then be deprived of the value of the distribution between the ex-distribution date and the payment date. By deferring the ex-distribution date through the use of Due Bills, sellers of the listed securities during this period can realize the full value of the listed securities they hold, by selling the securities with the Due Bills attached. The use of Due Bills will also avoid confusion regarding the market value of the listed securities.

            When Due Bills are used, ex-distribution trading usually commences at the opening on the first trading day after the payment date. In the event that the Exchange receives late notification of the payment date and the payment date has passed, ex-distribution trading will generally commence on the first trading day following such notification.

            The Exchange may also use Due Bills for distributions which are subject to a condition which may not be satisfied before the normal ex-distribution trading date (i.e., one trading day before the record date). When Due Bills are used for conditional distributions, the condition must be met prior to the payment date.

            Listed issuers should contact the Exchange to discuss the use of Due Bills well in advance of any contemplated record date for a distribution.

            Due Bill trading will not be implemented for special distributions of additional listed securities where such securities are immediately consolidated following the distribution.

        • Late Notification

          • Sec. 430.

            Failure of a company to give notice of a declared dividend the required number of trading days prior to the record date as required under Section 428 creates the possibility of unnecessary confusion at the last moment. Serious bona fide disputes may arise over who is entitled to the payment of the dividend, the market price of the stock may not reflect the amount of the dividend declared, and there may be delay and confusion in connection with the registration of new shareholders.

            Obviously, such disputes and confusion interfere with the Exchange's main goal of providing an orderly market for listed securities. The Exchange's policy regarding a company which fails to follow the proper procedure is to hold such company liable for dividend claims made by both buyers and sellers of the shares involved.

        • Notification Procedure

          • Sec. 431.

            Listed Issuer Services of the Exchange should be notified of a dividend declaration in writing by filing a Form 5—Dividend/Distribrution Declaration via SecureFile immediately following, or even during, the directors' meeting at which the decision to declare the dividend is made.

        • Dividend Omissions or Deferrals

          • Sec. 432.

            Listed companies should notify the Exchange's Listed Issuer Services immediately in writing by filing a Form 5—Dividend/Distribution Declaration via SecureFile after any decision is made to omit or defer a dividend, if the omission or deferral constitutes a departure from the company's previously established dividend policy. This applies to all preferred shares as well as any other shares in respect of which the company has previously advised the Exchange of a dividend policy. Dividend omissions or deferrals may also give rise to timely disclosure obligations (see Sections 406 to 423.3).

        • Separate Notices to the Exchange

          • Sec. 433.

            Separate notices should be filed by use of the applicable Company Reporting Form, in accordance with the corresponding filing instructions, with the Exchange regarding such corporate matters as dividends, notices of shareholders' meetings and quarterly or annual financial reports. Such diverse items often require immediate, or properly timed, action by the staff of the Exchange; therefore, such material, if filed together, should be properly itemized in the covering letter. The above procedure eliminates unforeseen and serious delays and ensures that the Exchange can provide accurate and quick routing of important information.

        • Dividend Notice to Shareholders

          • Sec. 434.

            Every listed company is required to give its shareholders prompt notice of dividend declarations. A timely dividend notice gives share holders adequate time in which to consider their investment strategies. Press releases, advertisements carried in major newspapers or a shareholder form letter provide adequate notification to shareholders. The notification to shareholders of a dividend declaration should be made simultaneously with the notice to the Exchange. Special consideration should be given to non-resident shareholders who will not be reached by the press coverage.

        • Stock Dividends

          • Sec. 435.

            In addition to the foregoing requirements relating to cash dividends, a listed company proposing a stock dividend is required to apply for the listing of the additional securities.

            In effecting a stock dividend, companies must make some provision for fractional share interests that may result from the dividend. Either cash or bearer form fractional certificates may be used to settle fractional share interests. The Exchange requires that all the relevant details concerning the settlement of fractional share interests be filed with the Exchange's Listed Issuer Services.

        • Transfer Restrictions

          • Sec. 435.1.

            Any proposed restriction on the transfer of securities or other property to be distributed by a listed company to holders of its securities on a pro rata basis must receive the prior consent of the Exchange.

        • Conditional Dividend or Distribution

          • Sec. 435.2.

            A listed company must not, without the prior consent of the Exchange, establish a firm record date for a dividend or other pro rata distribution to holders of listed securities if such dividend or distribution is subject to a condition which has not been met. Due Bill trading may be used for conditional dividends and distributions as determined at the discretion of the Exchange. See Section 429.1.

      • E. Debenture Interest Changes

        • Sec. 435.3.

          Companies with debentures listed on the Exchange must notify the Exchange's Listed Issuer Services immediately after any determination is made that the amount of interest to be paid on the debentures will be changed, including a determination to cease or resume payments. This notification to the Exchange is essential to ensure that the information is disseminated in a timely manner to Participating Organizations and others involved in the accrued interest reporting process.

      • F. Financial Statements

        • Sec. 436.

          Every listed company must forthwith file with Listed Issuer Services one copy of any annual or interim financial statements required to be published or filed for inspection by the law of incorporation, applicable securities legislation or the Exchange.

          Statements filed publicly through SEDAR will satisfy this requirement.

        • Annual Report and Annual Financial Statements

          • Sec. 437.

            Every listed company must forward annually to each shareholder who has requested them its annual financial statements and its management discussion and analysis ("MD&A") in accordance with National Instrument 51-102 Continuous Disclosure Obligations or National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

            If a listed company produces an annual report, it must be filed publicly through SEDAR.

            One copy of the annual financial statements and MD&A must be filed with TSX, concurrently with the filing of these materials with the OSC. Public filings through SEDAR will satisfy this requirement.

            See National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer, which prescribes a procedure for determining which beneficial owners of securities registered in the names of financial intermediaries or clearing agencies wish to receive the annual financial statements.

          • Sec. 438.

            Annual Financial Statements that comply with applicable securities laws will satisfy the requirements of TSX.

          • Sec. 439. (Deleted.)


          • Sec. 440. (Deleted.)


          • Sec. 441.

            It is recommended that, where possible, a preliminary report on the results of the full year be released in advance of the annual financial statements, as is already done by some companies. Such a practice is particularly desirable where it appears that the annual financial statements will be released at approximately the same time that the first quarter results for the next fiscal year are released.

          • Sec. 442.

            An extension of the time limit for filing or mailing the annual financial statements will be granted only under exceptional circumstances. A company wishing an extension should apply for it in advance to the Exchange's Listed Issuer Services by duly completing and filing a Form 9—Request for Extension or Exemption for Financial Reporting/Annual Meeting (Appendix H Company Reporting Forms).

        • Interim Financial Statements

          • Sec. 443.

            Every listed company must file with TSX one copy of its interim financial statements and MD&A concurrently with the filing of these materials with the OSC. Public filings through SEDAR will satisfy this requirement.

          • Sec. 444. (Deleted.)


          • Sec. 445. (Deleted.)


          • Sec. 446. (Deleted.)


          • Sec. 447. (Deleted.)


          • Sec. 448. (Deleted.)


          • Sec. 449. (Deleted.)


          • Sec. 450.

            Listed companies should be aware of the requirements of applicable securities legislation and policies respecting the dissemination of interim financial information among shareholders. In this connection, section 79 of the OSA and equivalent legislation of other jurisdictions should be read in conjunction with National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. The Exchange allows companies to make their interim statements public instead of sending them to shareholders; but this alternative is only available where it does not conflict with applicable securities legislation and policies. Where no such conflict exists, delivery of the interim statements to the Exchange is satisfied by filing the statements publicly on SEDAR.

          • Sec. 451.

            The Exchange, in its discretion, may exempt a company or class of companies from any or all of the Exchange's requirements respecting interim financial statements.

            Companies wishing to be exempted must apply for an exemption by duly completing and filing a Form 9—Request for Extension or Exemption for Financial Reporting/Annual Meeting (Appendix H: Company Reporting Forms).

          • Sec. 452.

            In deciding whether to grant an exemption, the Exchange may take into account, among other things:

            (a) whether the company has received an exemption from quarterly reporting under the OSA;
            (b) whether the main competitors of the applicant make similar disclosure;
            (c) whether the relevant information is already available to the public in some other manner; or
            (d) whether there are accounting problems in particular industries making quarterly reports difficult to prepare.

          • Sec. 453.

            The Exchange, in granting an exemption, may require the agreement of the company to:

            (a) publish quarterly a part of the required financial data;
            (b) publish the required data in a different form;
            (c) adopt a particular cycle of reporting;
            (d) introduce a quarterly reporting practice within a stipulated period of time; or
            (e) publish interim statements reporting certain operating statistics which will serve to indicate the trend of the company's business.

          • Sec. 454.

            Companies anticipating a delay, however short, in the publication of their interim financial statements should notify the Exchange's Listed Issuer Services. The reason for the delay must be valid if an extension is to be allowed.

      • G. Shareholders' Meetings and Proxy Solicitation

        • Notice to Exchange of Meeting and Record Date

          • Sec. 455.

            National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer requires all listed companies to give notice to the Exchange (and certain others), within a specified time period, of each shareholders' meeting and record date for the determination of those shareholders entitled to receive notice of the meeting. Notices filed publicly through SEDAR will satisfy this requirement.

        • Distribution of Meeting Materials

          • Sec. 456.

            Every listed company must file with Listed Issuer Services one copy of all materials sent to its shareholders in connection with a meeting of shareholders (filed through SEDAR), concurrently with the sending of the materials to the shareholders.

            Public filings through SEDAR will satisfy this requirement.

          • Sec. 457.

            The requirements for the distribution of materials to shareholders in connection with shareholders' meetings are prescribed by applicable corporate and securities legislation and certain policy statements of the CSA. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer of the CSA prescribes a procedure for the distribution of shareholders meeting-related materials to beneficial owners of securities registered in the names of financial intermediaries or clearing agencies.

          • Sec. 458.

            Companies with listed non-voting participating shares should refer to Section 624.

          • Sec. 459.

            The Exchange is deeply concerned that the rights and privileges of investors be observed and protected, it is essential that shareholders be allowed ample time in which to study corporate reports, so that by the time of the shareholders meeting they may be able to reach considered and informed decisions. If there is reason to believe that timely and adequate notice has not been given, the Exchange may require postponement of the meeting. In some circumstances, the Exchange may consider suspending trading in a company's securities if shareholders are not given proper notice of corporate activities in respect of which they have the right to participate in the decision-making process.

        • Proxy Solicitation

          • Sec. 460.

            Proxy solicitation procedures are prescribed by applicable corporate and securities legislation. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer of the CSA requires financial intermediaries and clearing agencies to follow specified procedures to enable the securities registered in their names to be voted in accordance with the instructions of the beneficial owners.

        • Contents of Meeting Materials

          • Sec. 461.

            The contents of the materials sent to shareholders in connection with shareholders' meetings are subject to the requirements of applicable corporate and securities legislation, and such materials are not generally required to be filed with the Exchange before they are sent to the shareholders. However, the Exchange may, in circumstances it considers appropriate, require that a draft information circular be reviewed by the Exchange prior to the mailing of the circular to the shareholders.

          • Sec. 461.1.

            At each annual meeting of holders of listed securities, the board of directors must permit security holders of each class or series to vote on the election of all directors to be elected by such class or series.4


            4 If security holder approval is required to implement this requirement, for example because an amendment must be made to the issuer's articles of incorporation, the Exchange will not consider the issuer to be in breach of this section if the issuer has submitted and recommended the necessary amendments for approval by security holders and security holder approval is not attained; however if the amendments are not approved by security holders, the issuer must submit and recommend the necessary amendments for approval by security holders at the annual meeting of the issuer not later than three years after the security holder meeting, until such time as the necessary amendments are approved.

          • Sec. 461.2.

            Materials sent to holders of listed securities in connection with a meeting at which directors are being elected must provide for voting on each individual director.

          • Sec. 461.3.

            Each director of a listed issuer must be elected by a majority (50% +1 vote) of the votes cast with respect to his or her election other than at contested meetings5 ("Majority Voting Requirement").

            A listed issuer must adopt a majority voting policy (a "Policy"), unless it otherwise satisfies the Majority Voting Requirement in a manner acceptable to TSX, for example, by applicable statutes, articles, by-laws or other similar instruments. The Policy must, substantially, provide for the following:

            (a) any director must immediately tender his or her resignation to the board of directors if he or she is not elected by at least a majority (50% +1 vote) of the votes cast with respect to his or her election;
            (b) the board shall determine whether or not to accept the resignation within 90 days after the date of the relevant security holders' meeting. The board shall accept the resignation absent exceptional circumstances;
            (c) the resignation will be effective when accepted by the board;
            (d) a director who tenders a resignation pursuant to this Policy will not participate in any meeting of the board or any sub-committee of the board at which the resignation is considered; and
            (e) the listed issuer shall promptly issue a news release with the board's decision, a copy of which must be provided to TSX. If the board determines not to accept a resignation, the news release must fully state the reasons for that decision.

            If an issuer adopts a Policy to satisfy the Majority Voting Requirement, it must post a copy of the Policy on its website in accordance with Section 473.

            Listed issuers that are majority controlled6 are exempted from the Majority Voting Requirement. Listed issuers with more than one class of listed voting securities may only rely on this exemption with respect to the majority controlled class or classes of securities that vote together for the election of directors. A listed issuer relying on this exemption must disclose, on an annual basis in its materials sent to holders of listed securities in connection with a meeting at which directors are being elected, its reliance on this exemption and its reasons for not adopting majority voting.


            5 A contested meeting is defined as a meeting at which the number of directors nominated for election is greater than the number of seats available on the board.

            6 Majority controlled is defined as a security holder or company that beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 50 percent or more of the voting rights for the election of directors, as of the record date for the meeting.

          • Sec. 461.4.

            Following each meeting of security holders at which there is a vote on the election of directors at an uncontested meeting, each listed issuer must forthwith issue a news release disclosing the detailed voting results for the election of each director,7 and must forthwith provide a copy of the news release to TSX by email to disclosure@tsx.com if one or more director is not elected by at least a majority of the votes cast with respect to his or her election.


            7 The news release is intended to provide the reader with insight into the level of support received for each director. Accordingly, issuers should disclose one of the following in their news release: (i) the percentages of votes received 'for' and 'withheld' for each director; (ii) the total votes cast by ballot with the number that each director received 'for'; or (iii) the percentages and total number of votes received' for' each director.

            If no formal count has occurred that would meaningfully represent the level of support received by each director, for example when a vote is conducted by a show of hands, TSX expects the disclosure at least to reflect the votes represented by proxy that would have been withheld from each nominee had a ballot been called, as a percentage of votes represented at the meeting.

          • Sec. 462.

            Where a listed company proposes to seek approval of its shareholders to engage in a capital reorganization or to issue securities in connection with a major transaction, it is advisable that a draft copy of the information circular be filed with Listed Issuer Services for perusal prior to the mailing of the circular to the shareholders Among other things, this practice could avoid potential problems related to the trading of the securities involved.

          • Sec. 463.

            If a proposed transaction is to be submitted to shareholders for approval and also requires the prior acceptance of the Exchange pursuant to Exchange requirements, the acceptance of the Exchange should be obtained prior to the mailing of the meeting materials to the shareholders. If this is impracticable due to unavoidable time restrictions, the Exchange should be so advised in advance of the proposed mailing, and the information circular sent to shareholders must include a statement that the proposed transaction is subject to the acceptance of the Exchange (or regulatory approval).

        • Annual Meeting

          • Sec. 464.

            Every company having securities listed on the Exchange must hold its annual meeting of shareholders within six months from the end of its fiscal year, or at such earlier time as is required by applicable legislation.

          • Sec. 465.

            Where a company wishes to delay its annual meeting beyond the stipulated six-month period, a duly completed Form 9—Request for Extension or Exemption for Financial Reporting/Manual Meeting (Appendix H: Company Reporting Forms) must be filed with Listed Issuer Services well in advance of the prescribed deadline for the meeting. A postponement may be permitted in justifiable circumstances.

      • H. Notices and Reports to Security Holders

        • Sec. 466.

          Every listed company that sends a notice, report or other written correspondence to its holders of listed securities, other than annual reports, financial statements and annual meeting materials, must concurrently file one copy of the correspondence with Listed Issuer Services of the Exchange by email to their listings manager or to listedissuers@tsx.com.

      • I. Charter Amendments

        • Sec. 467.

          Every listed company must file with the Exchange's Listed Issuer Services one notarial or certified copy of any certificate giving effect to an amendment to the company's charter immediately upon issuance of such a certificate. Certain types of charter amendments must be pre-cleared with the Exchange pursuant to requirements set out in Part VI of this Manual.

      • J. Change in Evidence of Security Ownership or Change in Security Certificate

        • Sec. 468.

          Listed issuers must notify TSX at least 10 business days prior to changing the form of evidence of security ownership for their listed securities. At the time of listing or in order to make a change effective, issuers must provide TSX with the required documentation and/or confirmation depending on the form of evidence of security ownership.

          The Exchange's requirements respecting evidence of security ownership are set out in Appendix D.

          Immediately after any change is made to a generic or customized certificate representing listed securities, a definitive specimen of the new certificates (or a generic certificate produced on demand) must be filed with the Exchanges Listed Issuer Services. The new certificates must comply with all of the Exchange's requirements respecting security certificates, as set out in Appendix D.

      • K. Proposed Issuance of Securities

        • Sec. 469.

          Listed companies proposing to issue securities (other than debt securities which are not convertible into equity securities), or to enter into transactions which could involve the issuance of such securities in future, should refer to Part VI of this Manual.

      • L. Secondary Distributions

        • Sales from Control Blocks through the Facilities of the Exchange

          • Sec. 470.

            The definition of "distribution" in the OSA includes:

            "a trade in previously issued securities of an issuer from the holdings of any person, company or combination of persons or companies holding a sufficient number of any securities of that issuer to affect materially the control of that issuer, but any holding of any person, company or combination of persons or companies holding more than 20 per cent of the outstanding voting securities of an issuer shall, in the absence of evidence to the contrary, be deemed to affect materially the control of that issuer" (section (1)).

            Distributions of this type through the facilities of the Exchange are subject to special requirements of securities legislation and of the Exchange. The Exchange's requirements are set out in Appendix D.

        • Off-the-Exchange Secondary Distributions

          • Sec. 471.

            Secondary distributions of listed securities must take place on the Exchange if a Participating Organization of the Exchange participates in the distribution as principal or agent, unless certain requirements are met. The Exchange's Listed Issuer Services should be contacted in connection with any proposed off-the-Exchange secondary distribution.

      • M. Corporate Governance

        • Sec. 472.

          Each listed issuer subject to National Instrument 58-101 Disclosure of Corporate Governance Practices, or any replacement of that instrument, is required to disclose its corporate governance practices in accordance with that instrument, or any replacement of that instrument.

          The Exchange will monitor corporate governance disclosure of listed issuers. The Exchange will contact listed issuers who have not complied with this Section 472 to assist them in complying with the disclosure requirement. Non-complying listed issuers will be required to publish amended disclosure in the listed issuer's next quarterly report.

          The Exchange will publish the names of those listed issuers failing to comply with a request for amended disclosure. Continuing non-compliance could result in suspension and delisting.

          Listed issuers who evidence a blatant and consistent disregard of the Exchange's disclosure requirement will be referred to the OSC and may be subject to other legal proceedings.

        • Website Disclosure of Security Holder Information

          • Sec. 473.

            Listed issuers, other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers, must maintain a publicly accessible website and post the current, effective versions of the following documents (or their equivalent), as applicable:

            (a) articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer and its by-laws; and
            (b) if adopted, copies of
            (i) majority voting policy,
            (ii) advance notice policy,
            (iii) position descriptions for the chairman of the board, and the lead director
            (iv) board mandate, and
            (v) board committee charters.

            The webpage(s) containing the above noted documents should be easily identifiable and accessible from the listed issuer's home page or investor relations page. If a listed issuer's website is shared with other issuers, each listed issuer should have a separate, dedicated webpage on the website for the purposes of complying with Section 473. For greater certainty, if any document required to be made accessible pursuant to Section 473 is contained within or forms part of a larger document, a listed issuer may satisfy the requirements of Section 473 by posting the current, effective version of such larger document.

        • Guidelines

          • Sec. 474. (Repealed.)


        • Complete Disclosure

          • Sec. 475. (Repealed.)


    • Part V Special Requirements for Non-Exempt Issuers

      • Sec. 501.

        (a) This Part is applicable only to "non-exempt issuers". The decision as to whether an issuer is non-exempt is made by TSX at the time the issuer is originally approved for listing. Reference should be made to Section 309.1 (Industrial companies), 314.1 (Mining companies) or 319.1 (Oil and Gas companies) of this Manual, which outline the requirements for eligibility for exemption from this Section 501. If these requirements are not met at the time of original listing, the exemption may be granted at such later time as they are met either (i) on application in writing by the non-exempt issuer, or (ii) upon review by TSX. TSX may revoke a previously granted exemption in appropriate circumstances. Non-exempt issuers are designated in stock quotations in the financial press as "subject to special reporting rules".
        (b) In addition to complying with all other parts of this Manual, every non-exempt issuer shall give prompt notice to TSX of any proposed material change in the business or affairs of the issuer. See Section 410 for a list of developments likely to require such notice. Material changes other than those described in Subsection 501(c) do not require TSX acceptance under this Part V and TSX will not issue a letter of confirmation or acceptance for such transactions.
        (c) Transactions involving insiders or other related parties of the non-exempt issuer1 (both as defined in Part I) and which (i) do not involve an issuance or potential issuance of listed securities; or (ii) that are initiated or undertaken by the non-exempt issuer and materially affect control (as defined in Part I) require TSX acceptance under this Part V before the non-exempt issuer may proceed with the proposed transaction. Failure to comply with this provision may result in the suspension and delisting of the non-exempt issuer's listed securities (see Part VII of this Manual).

        If the value of the consideration to be received by the insider or other related party exceeds 2% of the market capitalization of the issuer, TSX will require that:
        i) the proposed transaction be approved by the board on the recommendation of the directors who are unrelated to the transaction; and
        ii) the value of the consideration be established in an independent report, other than for executive or director compensation for services rendered unless the consideration appears to be commercially unreasonable, as determined by TSX.
        In addition, if the value of the consideration to be received by the insider or other related party exceeds 10% of the market capitalization of the issuer, TSX will require that the transaction be approved by the issuer's security holders, other than the insider or other related party.

        During any six-month period, transactions with insiders or other related parties will be aggregated for the purposes of this Subsection.
        (d) TSX will advise the non-exempt issuer in writing generally within seven (7) business days of receipt by TSX of the subsection 501(c) notice, of TSX's decision to accept or not accept the notice indicating any conditions to acceptance or its reasons for non-acceptance. Further information or documentation may be requested before TSX decides to accept or not accept notice of a transaction. In reviewing the transaction described in the notice, TSX will consider the applicable provisions of this Manual.
        (e) Where a non-exempt issuer proposes to enter into a Subsection 501(c) transaction, any public announcement of the transaction must disclose that the transaction is subject to TSX acceptance or approval.
        (f) Providing notice under Section 501(b) is in addition to the timely disclosure obligations of listed issuers set out in Sections 406 to 423.4 of this Manual, the provisions of Section 602 and all the other requirements set out in Part VI of this Manual.
        (g) The notice required by this Section 501 should initially take the form of a letter addressed to TSX. For those transactions described in Subsection 501(c), the letter notice must also identify the application of Subsection 501(c) and must contain a request for acceptance. If applicable, the notice should include the appropriate Company Reporting Form (Appendix H: Company Reporting Forms). A press release or information circular filed with TSX does not constitute notice under this Section 501. The letter should contain the essential particulars of the transaction, and state whether: (i) any insider has a beneficial interest, directly or indirectly, in the transaction and the nature of such interest; and (ii) whether and how the transaction could materially affect control of the non-exempt issuer. Copies of all applicable executed agreements must be filed as part of the Section 501 notice as soon as they are available.
        (h) If the proposed change entails an issuance, or potential issuance, of securities, the Section 501 and 602 notices should be combined in a single letter (see Part VI of this Manual).
        (i) TSX must be provided with prompt notice of any changes to the material terms of the transaction described in the notice filed under Subsection 501(c). This applies even if the transaction previously accepted by TSX specifically contemplated future amendments, unless the amendment is solely due to standard anti-dilution provisions in the original agreement. Further information or documentation may be requested before TSX decides to accept or not accept notice of the proposed amendment.

        The listed issuer may not proceed with the proposed amendment unless it is accepted by TSX.

        1 For the purposes of this section, "transactions involving insiders and other related parties of the non-exempt issuer" includes, but is not limited to, (a) services rendered for which fees and commissions are payable; (b) purchases and sales of assets; (c) interest to be received by an insider or other related party pursuant to a loan, but does not include the principal amount of a loan which must be repaid; and (d) a loan by a non-exempt issuer to an insider or a related party, which includes both the principal and interest on any loan.

    • Part VI Changes in Capital Structure of Listed Issuers

      • A. General

        • Sec. 601. Definitions

          See Part I—Introduction for definitions used in this Manual.

        • Sec. 602. General.

          (a) Every listed issuer shall immediately notify TSX in writing of any transaction involving the issuance or potential issuance of any of its securities other than unlisted, non-voting, non-participating securities.
          (b) A listed issuer may not proceed with a Subsection 602(a) transaction unless accepted by TSX. Failure to comply with this provision may result in the suspension and delisting of the listed issuer's listed securities (see Part VII of this Manual).
          (c) Subject to subsection 607(c), TSX will advise the listed issuer in writing generally within seven (7) business days of receipt by TSX of the Subsection 602(a) notice, of TSX's decision to accept or not to accept the notice, indicating any conditions to acceptance or its reasons for non-acceptance. Further information or documentation may be requested before TSX decides to accept or not accept notice of a transaction. In reviewing the transaction described in the notice, TSX will consider the applicable provisions of this Manual.
          (d) Where a listed issuer proposes to enter into a Subsection 602(a) transaction, any public announcement of the transaction must disclose that the transaction is subject to TSX acceptance or approval.
          (e) The notice required by Subsection 602(a) should initially take the form of a letter addressed to TSX requesting acceptance of the notice for filing, unless the applicable section of Part VI requires otherwise. A press release or information circular filed with TSX does not constitute notice under Section 602. The letter should contain the essential particulars of the transaction, and should state whether: (i) any insider has an interest, directly or indirectly, in the transaction and the nature of such interest; and (ii) whether and how the transaction could materially affect control of the listed issuer. A copy of any written agreement in respect of the transaction must be provided with the notice. TSX must be provided with prompt notice of any changes to the material terms of the transaction described in the notice, regardless of whether the amendment could entail a further issuance of securities. This applies even if the transaction as previously accepted by TSX specifically contemplated future amendments, unless the amendment is solely due to standard anti-dilution provisions in the original agreement. The listed issuer may not proceed with the proposed amendment unless it is accepted by TSX.
          (f) The requirements of Section 602 are in addition to the timely disclosure obligations of listed issuers, as set out in Sections 406 to 423.4 of this Manual and to all applicable corporate and securities legislation.
          (g) [Deleted.]

        • Sec. 602.1 Exemptions for Eligible Interlisted Issuers

          Subject to prior approval and provided that the proposed transaction is being completed in accordance with the standards of a Recognized Exchange, TSX will not apply its standards to Eligible Interlisted Issuers in respect of the following Sections: 501 (special requirements for non-exempt issuers), 604 (security holder approval), 606 (prospectus offerings), 607 (private placements), 608 (unlisted warrants), 610 (convertible securities), 611 (acquisitions), 612 (securities issued to registered charities), 613 (security based compensation arrangements) and 614 (rights offerings1).

          Eligible Interlisted Issuers must obtain TSX acceptance of the proposed transaction by notifying TSX as required under Subsections 602 (a) or 501 (b), as applicable. The form of notice must comply with the requirements set out in Subsection 602 (e) or Subsection 501 (g) and also include: i) a notification that the listed issuer intends to rely on the exemption outlined in this Section 602.1; ii) the Recognized Exchange(s) on which it is listed; and iii) evidence that the volume of trading of the issuer's securities on all Canadian marketplaces in the 12 months immediately preceding the date of the application was less than 25%.

          TSX will confirm its acceptance that the Eligible Interlisted Issuer may rely on the exemption as well as receipt of the documents and fees required for TSX acceptance. As a condition of acceptance, TSX will require evidence that the Recognized Exchange or relevant regulator has accepted the transaction, or confirmation from qualified legal counsel in the local jurisdiction that the proposed transaction is in compliance with applicable rules of the other exchange or marketplace, as well as applicable laws. Eligible Interlisted Issuers must disclose that they intend to or have relied on the exemption under this Section 602.1 in the press release(s) issued in connection with the transaction.


          1 Contact TSX to discuss the relief for rights offerings as certain elements related to trading, notice and mechanics will still be required.

        • Sec. 603. Discretion

          TSX has the discretion: (i) to accept notice of a transaction; (ii) to impose conditions on a transaction; and (iii) to allow exemptions from any of the requirements contained in Parts V or VI of this Manual.

          In exercising this discretion, TSX will consider the effect that the transaction may have on the quality of the marketplace provided by TSX, based on factors including the following:

          i) the involvement of insiders or other related parties of the listed issuer in the transaction;
          ii) the material effect on control of the listed issuer;
          iii) the listed issuer's corporate governance practices;
          iv) the listed issuer's disclosure practices;
          v) the size of the transaction relative to the liquidity of the issuer; and
          vi) the existence of an order issued by a court or administrative regulatory body that has considered the security holders' interests.

        • Sec. 604. Security Holder Approval

          (a) In addition to any specific requirement for security holder approval, TSX will generally require security holder approval as a condition of acceptance of a notice under Section 602 if in the opinion of TSX, the transaction:
          i) materially affects control of the listed issuer; or
          ii) provides consideration to insiders in aggregate of 10% or greater of the market capitalization of the listed issuer, during any six-month period, and has not been negotiated at arm's length.
          If any insider of the listed issuer has a beneficial interest, direct or indirect, in the proposed transaction which differs from other security holders of the same class TSX will regard such a transaction as not having been negotiated at arm's length.
          (b) For other transactions, TSX's decision as to whether to require security holder approval will depend on the particular fact situation having specific regard to those items listed in Subsection 604(a). For the purposes of Subsection 604(a)(ii), the insiders participating in the transaction are not eligible to vote their securities in respect of such approval.
          (c) If TSX requires security holder approval of a transaction, the resolution to be voted upon must relate specifically to the transaction in question, rather than an unspecified transaction that may take place in the future.
          (d) Security holder approval is to be obtained from a majority of holders of voting securities at a duly called meeting of security holders. In certain circumstances in which TSX requires security holder approval of a transaction, the listed issuer may be in a position to provide TSX with written evidence that holders of more than 50% of the voting securities of the listed issuer (other than those securities excluded as required by TSX) are familiar with the terms of the proposed transaction and are in favour of it. In such circumstances, TSX will give consideration to permitting the listed issuer to proceed with the transaction without holding a meeting of security holders to formally approve it. Listed issuers using this exemption will be required to issue a press release at least five (5) business days in advance of the closing of the transaction disclosing the material terms of the transaction and that the listed issuer has relied upon this exemption. The press release must be pre-cleared with TSX. A draft copy of the information circular or form of written consent must be filed with TSX and pre-cleared prior to mailing to security holders.

          This procedure will not be available for security based compensation arrangements described in Section 613, backdoor listings described in Section 626 and security holder rights plans described in Section 634.

          The disclosure provided to security holders in seeking security holder approval must be pre-cleared with TSX.
          (e) Other than in respect of Sections 612 and 613, a listed issuer may apply to be exempted from security holder approval requirements. The application must address why the listed issuer cannot seek security holder approval in a timely manner at a meeting or in writing and be accompanied by a resolution of the listed issuer's board of directors stating that:
          i) the listed issuer is in serious financial difficulty;
          ii) the application is made upon the recommendation of a committee of board member(s), free from any interest in the transaction and unrelated to the parties involved in the transaction;
          iii) the transaction is designed to improve the listed issuer's financial situation; and
          iv) based on the determination of the committee referred to in ii) above, that the transaction is reasonable for the listed issuer in the circumstances.
          Listed issuers applying to use this exemption must also provide TSX with the information set out in Staff Notice 2009-0003.

          Listed issuers applying to use this exemption will be required to issue a press release at least five (5) business days in advance of the closing of the transaction disclosing the material terms of the transaction and that the listed issuer has relied upon this exemption. The press release must be pre-cleared with TSX.

          Listed issuers applying to use this exemption are expected to meet continued listing requirements as set out in Part VII of this Manual after completion of the transaction. Application to use this exemption will generally result in the issuer being placed under remedial delisting review.
          (f) Security holder approval will not be required where at least ninety percent (90%) of a listed issuer's equity and outstanding voting securities are held by one person or company, together with its associates and affiliates. Listed issuers using this exemption will be required to issue a press release at least ten (10) business days in advance of the closing of the transaction disclosing the material terms of the transaction and that the listed issuer has relied upon this exemption. The press release must be pre-cleared with TSX.
          (g) [Deleted.]

        • Sec. 605. Changes in Issued Securities

          TSX must be notified immediately of any increase or decrease in the number of issued securities of a listed issuer. The notice must be on Form 1 "Change in Outstanding and Reserved Securities", which must be filed within ten (10) days after the end of any month in which any change to the number of outstanding or reserved listed securities has occurred (including a reduction in such number that results from a cancellation or redemption of securities). If no such change has occurred, a "nil" report must be filed on a quarterly (calendar) basis.

      • B. Distributions of Securities of a Listed Class

        • Sec. 606. Prospectus Offerings

          (a) Listed issuers proposing to issue securities of a listed class pursuant to a prospectus must file one copy of the preliminary prospectus with TSX concurrently with the filing thereof with the applicable securities commissions. The notice requirement contained in Subsection 602(a) will be satisfied by the filing of the preliminary prospectus, together with a letter which must state: (i) whether any insider has an interest, directly or indirectly, in the transaction and the nature of such interest; (ii) whether and how the transaction could materially affect control of the listed issuer; (iii) the anticipated number of purchasers under the offering; and (iv) whether an "if, as and when issued" market may be requested.
          (b) TSX will generally accept notice of distributions by way of prospectus. TSX may, however, apply the provisions of Section 607 to a prospectus distribution. In making such a decision TSX will consider factors such as:
          i) the method of the distribution;
          ii) the participation of insiders;
          iii) the number of placees;
          iv) the offering price; and
          v) the economic dilution.
          (c) Prior to the filing of the final prospectus, TSX will notify the listed issuer of any required additional documentation. If TSX accepts the offering, TSX will so advise the securities commissions.
          (d) The additional securities will normally be listed as soon as the prospectus offering has closed. Upon request, the listing may take place prior to the closing of the offering. TSX staff will advise the listed issuer of the requirements in this regard. Any trading that takes place prior to closing will be on an "if as and when issued" basis.

        • Sec. 607. Private Placements

          (a) TSX defines the term "private placement" as an issuance of treasury securities for cash consideration or in payment of an outstanding debt of the listed issuer without prospectus disclosure, in reliance on an exemption from the prospectus requirements under applicable securities laws.

          Securities issued for no cash consideration to registered charities as defined under the Income Tax Act (Canada) as described in Section 612, securities issued pursuant to acquisitions described in Section 611, security based compensation arrangements described in Section 613, rights offerings described in Section 614 and backdoor listings described in Section 626 are not considered by TSX as being Section 607 private placements.
          (b) This Section 607 is not applicable to private placements of securities which are neither of a class listed on TSX nor convertible into, nor exchangeable for securities of a class listed on TSX.
          (c) Private placements not subject to Sections 604 and 717 and that are:
          i) offered at a price per security at or above market price, regardless of the number of listed securities issuable, or
          ii) for an aggregate number of listed securities issuable equal to or less than 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction where the price per security is less than the market price but within the applicable discounts set out in Subsection 607(e),
          will be accepted by TSX generally within three (3) business days of TSX receiving notice thereof. Notice to TSX of this type of private placement is effected by submitting Form 11 "Private Placement—Expedited Filing" found in Appendix H.

          For greater certainty, where the proceeds of a proposed private placement, in whole or in part, are used towards a transaction which results in a change in the nature of a listed issuer's business as described in Section 717, such private placements will not be accepted under this Subsection 607(c). See Section 717 for additional details regarding the requirements for a change in the nature of a listed issuer's business.
          (d) Unless otherwise as provided in Subsection 607(c), TSX will advise the listed issuer in writing generally within seven (7) business days of receipt by TSX of the notice, of TSX's decision to accept or not accept the notice, indicating any conditions to acceptance or its reasons for non-acceptance. Further information or documentation may be requested before TSX decides to accept or not accept notice of a transaction. In reviewing the transaction described in the notice, TSX will consider the applicable provisions of this Manual. Notice to TSX of this type of private placement is effected by submitting Form 11 "Private Placement—Regular Filing" found in Appendix H.
          (e) The price per listed security for any private placement must not be lower than the market price less the applicable discount as follows:

          Market Price Maximum Discount
          $0.50 or less 25%
          $0.51 to $2.00 20%
          Above $2.00 15%

          TSX will allow the price per listed security for a particular transaction to be less than as provided for in this Subsection 607(e) provided that the listed issuer has received security holder approval (other than by security holders participating directly or indirectly in the transaction and such security holders' associates and affiliates).

          Where a listed issuer, alone or with others, is spinning off a portion of its business or assets into another entity, and proposes to issue securities when the market price is unknown (e.g., at net asset value), TSX will consider such securities as being issued at a price that is lower than the market price less the maximum applicable discount. In such instance, security holder approval (other than by security holders participating directly or indirectly in the transaction and such security holders' associates and affiliates) will be required, and security holders must be provided with the information set out in Staff Notice 2005-0003. Other requirements may apply to such private placements as set out in Staff Notice 2006-0003.

          Anti-dilution provisions providing adjustments for events for which not all security holders are compensated and which may result in securities being issued at a price lower than market price less the applicable discount will be permitted, provided they have been approved by security holders (excluding the votes attached to the securities held by insiders benefiting from these anti-dilution provisions). Listed issuers may refer to Staff Notice 2009-0006 for guidance on anti-dilution provisions acceptable to TSX.

          TSX will discount the price per security by the amount of any fees or other amounts payable by the listed issuer to the subscriber, or its associates and affiliates, if the listed issuer cannot demonstrate that such amounts are commercially reasonable in the circumstances.

          Listed issuers may request price protection in advance of filing Form 11 — Notice of Private Placement by submitting Form 11A — Request for Price Protection.
          (f) For all private placements:
          i) subject to paragraph ii), the transaction must not close and the securities must not be issued prior to acceptance thereof by TSX and not later than 45 days (or, in circumstances where security holder approval is required pursuant to Subsection 607(g) and such approval is to be obtained at a duly called meeting of security holders, 135 days) from the date upon which the market price of the securities being issued is established;
          ii) a written request for an extension of the time period prescribed in paragraph i) may be filed with TSX in advance of the expiry of the 45-day or 135-day period, as applicable. Such extension will generally be granted if the price at which securities are issued still complies with the requirements set out in Subsection 607(e). Otherwise, TSX may grant such extension in justifiable circumstances;
          iii) in the case of a private placement of convertible securities, the underlying listed securities will be considered as being issued at a price per security less than the market price, unless the conversion price of such convertible security is defined as at least market price at the time of conversion, and will be regarded as being part of the number of securities being issued pursuant to the transaction;
          iv) listed securities issuable upon the exercise of warrants will be considered as being issued at a price per security less than the market price and will be regarded as being part of the number of securities being issued pursuant to the transaction;
          v) successive private placements will be aggregated for the purposes of Subsections 607(c)(ii) and 607(g)(i) if they are within the three (3) preceding months, have common placees and/or a common use of proceeds. For the purpose of Subsection 607(g)(i), the number of securities of the listed issuer which are outstanding, on a non-diluted basis, must be calculated prior to the date of closing of the first private placement during the three month period; and
          vi) the listed issuer must give TSX immediate notice in writing of the closing of the transaction.
          (g) TSX will require that security holder approval be obtained for private placements:
          i) for an aggregate number of listed securities issuable greater than 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction if the price per security is less than the market price; or
          ii) that during any six month period are to insiders for listed securities or options, rights or other entitlements to listed securities greater than 10% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the first private placement to an insider during the six month period.
          (h) In order to list the additional securities issued and/or reserved for issuance pursuant to a private placement, listed issuers must:
          i) On the same business day of the closing of the private placement, provide TSX with: (A) an email or facsimile of the press release announcing the closing of the private placement; or (B) a written confirmation by email or facsimile that the private placement has closed; and
          ii) Prior to the close of business on the business day following the closing of the private placement, file with TSX all the required documents as outlined in the TSX conditional approval. Such documents may be filed using TSX SecureFile, by email or by courier.
          (i) Unless otherwise approved by the listed issuer's security holders (other than security holders receiving warrants directly or indirectly and such security holders' associates and affiliates), warrants to purchase listed securities may only be issued to a placee if the warrant exercise price is not less than the market price of the underlying security at either the date of the binding agreement obligating the listed issuer to issue the warrants or some future date provided for in the binding agreement1.

          For the purposes of Subsections 607(c) and 607(g)(i), any private placements providing flow-through tax credits to the subscribers will be considered as having a price per security less than the market price.

          For the purposes of Subsection 607(g)(ii), the insiders participating in the private placement are not eligible to vote their securities in respect of such approval. Subsection 607(g)(ii) shall also apply to circumstances in which insiders participate in a private placement pursuant to the exercise of a preemptive right.


          1 The requirement for a minimum exercise price for warrants under this Section 607(i) is applicable to any transaction where unlisted warrants are issuable.

        • Sec. 607.1. Lettered Stock

          Subject to Section 607.1(c), where a listed issuer proposes to issue a certificate representing securities of a class listed on TSX, and the certificate requires a notation that the securities represented by the certificate are not freely transferable (commonly called "lettered stock"), the following rules will apply (assuming the restriction does not apply to all outstanding securities of the class):

          (a) The certificate must clearly show the following notation on its face:
          "The securities represented by this certificate are listed on the Toronto Stock Exchange "TSX"); however, the said securities cannot be traded through the facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities is not "good delivery" in settlement of transactions on TSX."
          (b) The notation required by TSX can be removed from the face of the certificate when all other notations that the securities are not freely transferable can be legally removed from the certificate.
          (c) If the securities that have the transfer restriction are widely held to the extent of meeting TSX's public distribution requirements for original listing, TSX may permit the listing of the securities on TSX in a "special terms market", which is a market separate from that of the rest of the securities of the same class. In that case, the requirements set out in this Section may be modified accordingly. TSX should be contacted in connection with a proposed listing of this type.

        • Sec. 608. Unlisted Warrants

          (a) A listed issuer may apply to TSX to amend the warrant exercise price or the term of warrants to purchase listed securities provided that disclosure of such amendments is made by way of press release ten (10) business days prior to the effective date of the change.

          Security holder approval will be required for:
          i) amendments to warrants held, directly or indirectly, by insiders; or
          ii) amendments to warrants resulting in an exercise price which is less than the market price of the securities determined on the date of the amending agreement. Amendments to in-the-money warrants will also require security holder approval.
          Security holder approval must exclude the votes attached to the securities held by any holders whose warrants are proposed to be amended.

          A copy of the press release, and evidence of security holder approval if applicable, must be provided to TSX prior to the press release being issued.
          (b) A listed issuer may apply to TSX to amend the warrant to provide for the exercise of the warrant without cash consideration by issuing the number of listed securities equal to:

          (number of warrants exercised X market price at time of exercise) less (number of warrants exercised x exercise price) / market price at time of exercise

        • Sec. 609. Listed Warrants

          (a) To apply to have warrants listed on TSX, the listed issuer must file a letter application and draft warrant indenture with TSX. The listing of warrants and amendments to listed warrants on TSX are considered on a case-by-case basis.
          (b) Warrants will not be listed unless the underlying securities are listed, or conditionally approved for listing, on TSX. In order for warrants to be eligible for listing on TSX, there must be at least 100 public holders of 100 warrants or more and at least 100,000 publicly held warrants. See Section 346 for the requirements respecting notations in prospectuses or other offering documents referring to a TSX listing.
          (c) The warrant trust indenture, or other document prescribing the rights of warrant holders, must be pre-cleared by TSX and contain appropriate anti-dilution provisions to ensure that the rights of the holders are protected in the event of an amalgamation, merger, stock dividend, subdivision, consolidation or other form of capital reorganization, or in the case of a major asset distribution to security holders. Listed Issuers should refer to Staff Notice 2009-0006 for guidance on anti-dilution provisions acceptable to TSX.
          (d) Any proposed amendment to the terms of outstanding listed warrants must be accepted by TSX prior to the amendment becoming effective. TSX will not list warrants in respect of which the warrant trust indenture (or equivalent document) entitles the directors of the listed issuer to change the exercise price (except for anti-dilution purposes) or which provides for the possibility of an amendment to the expiry date.
          (e) Prior to the listing of warrants on TSX, the listed issuer will normally be required to take the necessary steps to ensure that the warrants are freely tradable by residents across Canada.
          (f) Once warrants have been listed, TSX will not generally permit amendments to any of the essential terms of the warrants, such as the exercise price (except for anti-dilution purposes) or the expiry date.
          (g) Notice of a listed issuer's intention to pay a subscription fee to one or more participating organizations for assisting in obtaining exercises of warrants must be given to TSX as soon as such an arrangement is entered into by the listed issuer.

          TSX will not permit any arrangement to solicit clients to purchase or exercise warrants if the arrangement could have the effect of artificially changing the exercise price of the warrants or could subsidize certain market participants to exercise warrants at an exercise price that is not available to others. TSX will also not permit any arrangement between a listed issuer and a securities dealer that would have a similar effect, such as an over-the-counter derivatives transaction, or a direct subsidy, advisory fee or other form of payment, the impact of which would be to create an incentive to buy warrants at a higher price than would otherwise be the case.

          TSX will not permit soliciting dealer arrangements unless the following are provided for: (1) a maximum solicitation fee to be paid in respect of any one beneficial holder of warrants, similar to the maximum amount normally payable to soliciting dealers in a rights offering; (2) a prohibition on a solicitation fee being passed through to a client by a dealer, either directly or through indirect subsidies; and (3) full public disclosure of the essential terms of the soliciting dealer arrangement.

        • Sec. 610. Convertible Securities

          (a) The conversion price of a convertible security privately placed is subject to Subsection 607(e) and may be:
          i) based on either of, but not the lower of, market price less the applicable discount, at the time of issuance of the convertible security or at the time of conversion of such security; or
          ii) based on the lower of market price, without any applicable discount, at the time of the issuance of convertible security or at the time of conversion of such security.
          In all other instances providing a basis for determining the conversion price that could result in a conversion price lower than that determined in accordance with paragraphs i) and ii), security holder approval will be required.
          (b) Where two or more classes of securities are interconvertible and one is listed, the other must also be listed.
          (c) A decrease in the conversion price of a previously issued convertible security must be submitted to TSX for approval and will be reviewed as a new private placement.

        • Sec. 611. Acquisitions

          (a) Where a listed issuer proposes to issue securities as full or partial consideration for property (which may include securities or assets) purchased from an insider of the listed issuer, TSX may require that documentation such as an independent valuation or engineer's report be provided.
          (b) Security holder approval will be required in those instances where the number of securities issued or issuable to insiders as a group, together with any securities issued or made issuable to insiders as a group for acquisitions during the preceding six months, in payment of the purchase price for an acquisition exceeds 10% of the number of securities of the listed issuer which are outstanding on a non-diluted basis, prior to the date of closing of the transaction. Insiders receiving securities pursuant to the transaction are not eligible to vote their securities in respect of such approval.
          (c) Security holder approval will be required in those instances where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis.
          (d) [Deleted]
          (e) Where an acquisition by a listed issuer includes the assumption of security based compensation arrangements of a target issuer or the creation of security based compensation arrangements for employees of a target issuer as a result of the acquisition, securities issuable under such arrangements will be included in the securities issued or issuable for the purposes of the security holder approval requirement in Subsection 611(b) and (c). For the purpose of this Section 611, the assumption of security based compensation arrangements includes: i) a direct assumption of security based compensation arrangements of the target issuer; and ii) the cancellation of security based compensation arrangements of the target issuer and their replacement with arrangements of the listed issuer.
          (f) Subsection 613(a) does not apply where an acquisition by a listed issuer includes: i) the assumption of security based compensation arrangements of a target issuer if the number of assumed securities (and their exercise or subscription price, if applicable) is adjusted in accordance with the price per acquired security payable by the listed issuer; and ii) the creation of security based compensation arrangements for employees of a target issuer if the aggregate number of securities issuable does not exceed 2% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction, and such employees are not insiders or employees of the listed issuer prior to the acquisition.
          (g) In calculating the number of securities issued or issuable in payment of the purchase price for an acquisition, any securities issued or issuable upon a concurrent private placement upon which the acquisition is contingent or otherwise linked will be included.
          (h) In order to list the additional securities issued and/or reserved for issuance pursuant to an acquisition which has been conditionally approved by TSX, listed issuers must:
          (i) On the same business day of the closing of the acquisition, provide TSX with: (A) an email or facsimile of the press release announcing the closing of the acquisition; or (B) a written confirmation by email or facsimile that the acquisition has closed; and
          (ii) Prior to the close of business on the business day following the closing of the acquisition, file with TSX all the requirements documents as outlined in the TSX conditional approval. Such documents may be filed using TSX SecureFile, by email or by courier.

        • Sec. 612. Securities Issued to Registered Charities

          (a) Subject to Subsection 612(b), listed issuers may issue securities for no cash consideration to registered charities as defined under the Income Tax Act (Canada).
          (b) Security holder approval will be required in those instances where the number of listed securities issued or issuable:
          i) to one registered charity exceeds 2% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of the issuance; or
          ii) in a 12 month period in the aggregate exceeds 5% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis at the beginning of that 12 month period.
          (c) Options, rights, warrants or other convertible securities granted or issued to registered charities may not be exercisable at a price lower than the market price of the underlying security at the time of the grant or issue.

      • C. Security Based Compensation Arrangements

        • Requirement for Security Holder Approval

          • Sec. 613.

            (a) When instituted, and when required for amendment, all security based compensation arrangements must be approved by:
            i) a majority of the listed issuer's directors; and
            ii) subject to Subsection 613(c), the listed issuer's security holders.
            Every three years after institution, all unallocated options, rights or other entitlements under a security based compensation arrangement which does not have a fixed maximum aggregate of securities issuable, must be approved by:
            i) a majority of the listed issuer's directors; and
            ii) subject to Subsection 613(c), the listed issuer's security holders.
            Security holders must pass a resolution specifically approving unallocated options, rights or other entitlements. Such resolution must also include the date by which the listed issuer must subsequently seek security holder approval, such date being no later than three years from the date the resolution was approved. Failure to obtain security holder approval will result in all unallocated options, rights or other entitlements being cancelled and the listed issuer will not be permitted to make further grants until security holder approval is obtained.

            Insiders of the listed issuer entitled to receive a benefit under the arrangement are not eligible to vote their securities in respect of the approvals required by this Subsection 613(a) unless the arrangement contains the insider participation limit.

            If any security holder approval is required for a security based compensation arrangement and insiders of the listed issuer entitled to receive a benefit under the arrangement are not eligible to vote their securities in respect of the approval required by this Subsection 613(a), holders of Restricted Securities, as defined in Part I, must be entitled to vote with the holders of any class of securities of the listed issuer which otherwise carry greater voting rights, on a basis proportionate to their respective residual equity interests in the listed issuer.

            Security holder approval required for a security based compensation arrangement must be by way of a duly called meeting. The exemption from security holder approval contained in Subsection 604(e) is not available in respect of security based compensation arrangements.

            Types of Security Based Compensation Arrangements

            (b) For the purposes of this Section 613, security based compensation arrangements include;
            i) stock option plans for the benefit of employees, insiders, service providers or any one of such groups;
            ii) individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the listed issuer's security holders;
            iii) stock purchase plans where the listed issuer provides financial assistance or where the listed issuer matches the whole or a portion of the securities being purchased;
            iv) stock appreciation rights involving issuances of securities from treasury;
            v) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the listed issuer; and
            vi) security purchases from treasury by an employee, insider or service provider which is financially assisted by the listed issuer by any means whatsoever.
            For greater certainty, arrangements which do not involve the issuance from treasury or potential issuance from treasury of securities of the listed issuer are not security based compensation arrangements for the purposes of this Section 613.

            For the purposes of Section 613, a "service provider" is a person or company engaged by the listed issuer to provide services for an initial, renewable or extended period of twelve months or more.

            Exception to the Requirement for Security Holder Approval—Employment Inducements

            (c) Security holder approval is not required for security based compensation arrangements used as an inducement to person(s) or company(ies) not previously employed by and not previously an insider of the listed issuer, provided that: i) such person(s) or company(ies) enters into a contract of full time employment as an officer of the listed issuer; and ii) the number of securities made issuable pursuant to this Subsection during any twelve month period do not exceed in aggregate 2% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date this exemption is first used during such twelve month period.

            Disclosure Required when Seeking Security Holder Approval & Annually

            (d) Materials provided to security holders in respect of a meeting at which the approval of security based compensation arrangements will be requested must be pre-cleared with TSX. Meeting materials must provide the following disclosure in respect of:
            (i) the eligible participants under each arrangement;
            (ii) each of the following, as applicable:
            i. Plan Maximum — the maximum number of securities issuable under each arrangement expressed as a fixed number (together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer) or fixed percentage of the number of issued and outstanding securities of the listed issuer,
            ii. Outstanding Securities Awarded — the number of outstanding securities awarded under each arrangement, together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer, and
            iii. Remaining Securities Available for Grant — the number of securities under each arrangement that are available for grant, together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer;
            (iii) the annual burn rate of each arrangement, as calculated in accordance with Section 613(p);
            (iv) the maximum percentage, if any, of securities under each arrangement available to insiders of the listed issuer;
            (v) the maximum number of securities, if any, any one person or company is entitled to receive under each arrangement and the percentage of the listed issuer's currently outstanding capital represented by these securities;
            (vi) subject to Section 613(h)(i), the method of determining the exercise price for securities under each arrangement;
            (vii) the method of determining the purchase price for securities under security purchase arrangements, with specific disclosure as to whether the purchase price could be below the market price of the securities;
            (viii) the formula for calculating market appreciation of stock appreciation rights;
            (ix) the ability for the listed issuer to transform a stock option into a stock appreciation right involving an issuance of securities from treasury;
            (x) the vesting of the securities issuable under the Plan;
            (xi) the term of the securities issuable under the Plan;
            (xii) the causes of cessation of entitlement under each arrangement, including the effect of an employee's termination for or without cause;
            (xiii) the assignability of benefits under each arrangement and the conditions for such assignability;
            (xiv) the procedure for amending each arrangement, including specific disclosure as to whether security holder approval is required for amendments;
            (xv) any financial assistance provided by the listed issuer to participants under each arrangement to facilitate the purchase of securities under the arrangement, including the terms of such assistance;
            (xvi) entitlements under each arrangement previously granted but subject to ratification by security holders; and
            (xvii) such other material information as may be reasonably required by a security holder to approve each arrangement.
            Should a security based compensation arrangement not provide for the procedure for amending the arrangement, security holder approval will be required for such amendments, as provided for in Subsections 613(a) and (i). In addition, the votes attaching to any securities held by insiders who hold securities subject to the amendment will be excluded. Please see Subsection 613(l) for more information.

            Other than the disclosure regarding the annual burn rate under Section 613(d)(iii), the disclosure required by this Section 613(d) should be presented as at (a) the end of the listed issuer's most recently completed fiscal year, in the case of an annual meeting, and (b) the date of the meeting materials, in the case of any security holder meeting (other than an annual meeting) where security holder approval is being sought in connection with a security based compensation arrangement matter.

            Granting Entitlements Prior to Seeking Security Holder Approval

            (e) A listed issuer may grant options or rights under a security based compensation arrangement that has not been approved by security holders provided that no exercise of such option or right may occur until security holder approval is obtained.

            Filing Security Based Compensation Arrangements with TSX

            (f) All security based compensation plans, and any amendments thereto, must be filed with TSX, along with evidence of security holder approval where required. Listed securities issuable under the arrangements will not be listed on TSX until such documentation is received.

            Annual Disclosure Requirements

            (g) Listed issuers must disclose on an annual basis, in their information circulars, or other annual disclosure document distributed to all security holders, the terms of their security based compensation arrangements and any amendments that were adopted in the last fiscal year (this includes amendments to individual security agreements and amendments to security based compensation arrangements, including, in both instances, those assumed or created by the listed issuer as part of an acquisition). The information circular must provide disclosure in respect of each of the items in Section 613(d), as at the end of the listed issuer's most recently completed fiscal year (other than the disclosure regarding the annual burn rate under Section 613(d)(iii)), as well as the nature of the amendments adopted in the last fiscal year, including whether or not (and if not, why not) security holder approval was obtained for the amendment.

            Prohibited Provisions Notwithstanding Security Holder Approval

            (h) Notwithstanding that a security based compensation arrangement contains provisions: (1) contrary to or inconsistent with the following items, or (2) allowing amendments to the following items without security holder approval, and notwithstanding that such provisions may have been approved by the listed issuer's security holders:
            i) the exercise price for any stock options granted under a security based compensation arrangement or otherwise must not be lower than the market price of the securities at the time the option is granted; and
            ii) the arrangement must have a maximum number of securities issuable, either as a fixed number or a fixed percentage of the listed issuer's outstanding capital represented by such securities.

            For the purposes of this Subsection 613(h)(i), TSX will accept, as market price: (A) a closing market price at the time of the grant; or (B) a reasonable pre-determined formula, based on a weighted average trading price or average daily high and low board lot trading prices for a short period of time prior to the time of grant.

            Amendments Requiring Specific Security Holder Approval

            (i) Notwithstanding that a security based compensation arrangement contains a provision allowing amendments to the following items without security holder approval, specific security holder approval is required for:
            i) a reduction in the exercise price or purchase price under a security based compensation arrangement benefiting an insider of the issuer;
            ii) an extension of the term, under a security based compensation arrangement benefiting an insider of the issuer;
            iii) any amendment to remove or to exceed the insider participation limit;
            iv) an increase to the maximum number of securities issuable, either as a fixed number or a fixed percentage of the listed issuer's outstanding capital represented by such securities; and
            v) amendments to an amending provision within a security based compensation arrangement.
            For the purposes of Subsection 613(i)(i) and (ii), if a listed issuer cancels options (or similar entitlements) held by insiders, or held by non-insiders where the amendment provision does not permit such amendment, and then re-grants those securities under different terms, TSX will consider this as an amendment to those securities and will require security holder approval, unless the re-grant occurs at least three months after the related cancellation.

            For Subsection 613(i)(i)–(iii), the votes of securities held directly or indirectly by insiders benefiting directly or indirectly from the amendment must be excluded. For Subsection 613(i)(iv)–(v), the votes of securities held directly or indirectly by insiders entitled to receive a benefit directly or indirectly under the arrangement must be excluded unless the arrangement contains the insider participation limit.

            In addition to the above exclusions, for Subsection 613(i)(v), where the amendment will disproportionately benefit one or more insiders over other participants under the arrangement, the votes of securities held directly or indirectly by those insiders receiving the disproportionate benefit must be excluded.

            Reporting Requirements to TSX

            (j) The granting of stock options under a plan and the issuance of securities under a stock option plan or other plan do not require the prior consent of TSX if the plan has been precleared with TSX and the securities that are subject to issuance have been listed. However, stock options granted, exercised or cancelled under a plan must be reported to TSX on a monthly basis in the form of a duly completed Form I—Change in Outstanding and Reserved Securities (Appendix H: Company Reporting Forms), which must be filed within ten (10) days after the end of the month. If no listed securities are issued, no options have expired or been cancelled in any particular month, a nil report is required to be filed on a quarterly basis.

            Material Undisclosed Information

            (k) TSX's policy on timely disclosure requires immediate disclosure by its listed issuers of all "material information" as defined in the policy. The policy also recognizes that there are restricted circumstances where confidentiality may be justified on a temporary basis. Listed issuers may not set option exercise prices, or prices at which securities may otherwise be issued, on the basis of market prices which do not reflect material information of which management is aware but which has not been disclosed to the public. Exceptions are:
            i) where employees, at a previous time when such employees did not have knowledge of the undisclosed event, committed themselves to acquire the securities on specified terms through participation in a security purchase plan, or
            ii) where, in relation to an undisclosed event (such as the acquisition by a listed issuer of another issuer), a person or company who is neither an employee nor an insider of the listed issuer, is granted, or given the right to be granted at a set price, a stock option in the listed issuer, while the event is still undisclosed.

            Amendment Procedures

            (l) Security based compensation arrangements (including individual option or other security amendments) cannot be amended without obtaining security holder approval unless the arrangement contains a provision empowering the listed issuer's board of directors (who may delegate this to a committee of the board) to make the specific amendment. Security holder approval is required for the introduction of and subsequent amendments to, such amending provisions. Disclosure provided to security holders voting on amending provisions, and annually, must state that security holder approval will not be required for amendments permitted by the provision.

            Blackout Periods

            (m) Security based compensation arrangements may provide that the expiration term of an option (or similar entitlement) may be the later of a fixed expiration date or a date shortly after the expiration date should such date fall within or immediately after a blackout period, provided that:
            (i) The blackout period is self-imposed by the listed issuer;
            (ii) The period of time provided to exercise the option after the lifting of the blackout period be no more than ten (10) business days;
            (iii) All participants under the security-based compensation arrangement are eligible for the extension, under the same terms and conditions; and
            (iv) Security holders approve the amendment to the security-based compensation arrangement providing for such expiry term.

            Backdating of Stock Options

            (n) Listed issuers must notify TSX on a timely basis where it appears that stock options (and similar entitlements) may have been improperly dated or priced, during or following any investigation (including internal, self-initiated reviews) of the listed issuer's practices in relation to security-based compensation arrangements. In addition, in accordance with TSX's timely disclosure policy, listed issuers need to assess whether or not a news release is required where it appears that stock options (and similar entitlements) have been improperly dated or priced, during or following any review or investigation, and upon any resolution with TSX or other regulators.

            Mergers and Acquisitions

            (o) Notwithstanding the amendment provisions included in a security-based compensation arrangement, where a listed issuer is being acquired, outstanding options, rights and other entitlements may be: (i) cancelled for nominal consideration if out of the money; or (ii) exchanged for the consideration received by the listed issuer's security holders, on the basis of such options, rights or other entitlement's intrinsic value.

            Burn Rate

            (p) Annual burn rate disclosure may be omitted for the first fiscal year of newly adopted arrangements, but must be included for new arrangements adopted in replacement of similar arrangements.

            For purposes of the disclosure required under Section 613(d)(iii), the annual burn rate of the arrangement must be calculated as follows and expressed as a percentage:
            Number of securities1 granted under the arrangement during the applicable fiscal year
            _________________________________________________________________________________
            Weighted average number of securities outstanding2 for the applicable fiscal year
            If the securities awarded include a multiplier, listed issuers are required to provide details in respect to such multiplier.

            Listed issuers are required to disclose the annual burn rate for each of the listed issuer's three most recently completed fiscal years for the relevant arrangement. Where the arrangement has not existed for three fiscal years (including predecessor arrangements which were similar) or was approved by security holders within the last three fiscal years, listed issuers should disclose the annual burn rate for each of the listed issuer's fiscal years completed since adoption.

            1 Securities awarded under an arrangement include, but are not limited to, options, performance stock units, deferred stock units, restricted stock units or other similar awards.

            2 The weighted average number of securities outstanding during the period is the number of securities outstanding at the beginning of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting factor. The time-weighting factor is the number of days that the securities are outstanding as a proportion of the total number of days in the period; a reasonable approximation of the weighted average is adequate in many circumstances. The weighted average number of securities outstanding is to be calculated in accordance with the CPA Canada Handbook, as such may be amended or superseded from time to time.

      • D. Rights Offerings

        • Sec. 614.

          (a) A preliminary discussion with TSX is recommended to a listed issuer proposing to offer rights to its participating security holders.
          (b) A rights offering by a listed issuer must be accepted for filing by TSX before the offering proceeds. The offering must also be filed with the securities commissions having jurisdiction (see section 2.1 of National Instrument 45-106).

          The rights offering must receive final acceptance from TSX at least five trading days in advance of the record date for the rights offering, the record date being the date of the closing of the transfer books for the preparation of the final list of participating security holders who are entitled to receive rights.

          A listed issuer may not announce a firm record date for a rights offering before all necessary approvals have been received.
          (c)
          (i) A draft copy of the rights offering notice (Form 45-106F14) together with the rights offering circular or the preliminary prospectus for the rights offering, as applicable, must be filed with TSX in sufficient time for TSX to review the mechanics, pricing and timing of the rights offering in order to maintain an orderly market. TSX will subsequently advise the listed issuer of any deficiencies in the rights offering circular or the preliminary prospectus for the rights offering, as applicable, and of the further documentation that will be required.
          (ii) Securities offered by way of rights offering are expected to be offered at a "significant discount" to market price at the time of pricing of the offering, which is expected to be at the time of filing of the rights offering circular or the (final) prospectus for the rights offering (the “Rights Offering Documents"), as applicable. A significant discount would be equal to at least the maximum discount to market price allowed for private placements as set forth in Subsection 607(e).

          If a third party ("backstop") has agreed to subscribe for securities which are not otherwise subscribed for under the rights offering, and there is not a significant discount, TSX will require security holder approval if the rights offering could result in a material effect on control of the listed issuer.

          Backstop fees payable in cash are acceptable to TSX provided the fees are commercially reasonable. Backstop fees payable in securities are acceptable to TSX for arm's length parties as a securities for debt transaction under Section 607 and provided that the fees are commercially reasonable. Backstop fees payable in securities to non-arm's length parties are considered security-based compensation arrangements and security holder approval is therefore required to be obtained at the next meeting.
          (d) If the rights offering is being conducted by way of a prospectus offering and the rights offering is acceptable to TSX (subject only to the correction of minor deficiencies, if any, and the filing of the required documents), TSX will provide written communication to the listed issuer to that effect so that the listed issuer can deliver that written communication to the relevant securities commissions.
          (e) At least five trading days in advance of the record date:
          (i) all deficiencies raised by TSX must be resolved;
          (ii) all the terms of the rights offering must be finalized; and
          (iii) TSX must receive all requested documents, including a copy of the Rights Offering Documents.
          (f) There is no fee for the listing of rights on TSX, although there is a fee for listing securities issuable upon exercise of the rights. If such securities are of a class already listed, the listed issuer must list the maximum number of securities issuable under the rights offering. However, upon receipt of notification of the actual number of underlying listed securities issued pursuant to the rights offering, TSX will invoice the issuer for the number of securities issued and issuable upon exercise of the rights.
          (g) The information that must be contained in the Rights Offering Documents is prescribed in the rules and policies of the securities commissions. TSX may have additional requirements, depending on the circumstances.
          (h) The standard notation on (final) prospectuses or other offering documents referring to conditional approval of a listing is not appropriate for a Rights Offering Document with respect to the rights themselves, nor is such notation appropriate with respect to the securities issuable upon exercise of the rights if such securities are of a class already listed. The rights will normally be listed on TSX, as will the underlying securities (if of a class already listed), before the applicable Rights Offering Document is mailed to the participating security holders.
          (i) Rights which receive all required approvals will be automatically listed on TSX if the rights entitle the holders to purchase securities of a listed class. Rights which do not fall into this category will also normally be listed on TSX at the request of the listed issuer. If rights issued to security holders of a listed issuer entitle the holders to purchase securities of another issuer which is not listed, the rights will not be listed on TSX unless such securities have been conditionally approved for listing on TSX.
          (j) Rights are listed on TSX at the opening of trading on the first trading day preceding the record date. At the same time, the underlying listed securities of the listed issuer commence trading on an ex-rights basis, which means that purchasers of the listed securities at that time are not entitled to receive the rights. Due Bill trading may be used in certain circumstances for conditional rights offerings as determined at the discretion of the Exchange. See Section 429.1.
          (k) When the rights certificates are mailed to the participating security holders, the listed issuer must concurrently file with TSX a definitive specimen of the rights certificate.
          (l) Trading in rights on TSX ceases at 12:00 noon on the expiry date.
          (m) TSX requires that rights be transferable. Any proposed restriction on the transfer of unlisted rights must receive the prior consent of TSX.
          (n) The following requirements apply to rights which are listed on TSX, although TSX may, in appropriate circumstances, apply these requirements to rights not so listed:
          (i) once the rights have been listed on TSX, TSX will not permit the essential terms of the rights offering, such as the exercise price or the expiry date, to be amended. However, under extremely exceptional circumstances, such as an unexpected postal disruption, TSX may grant an exemption from the requirement that the expiry date not be extended;
          (ii) the rights offering must be open for a period of at least twenty-one (21) calendar days following the date on which the Rights Offering Document is sent to participating security holders;
          (iii) participating security holders must receive exactly one right for each security held. An exemption from this requirement will be considered if the rights offering entitles participating security holders to purchase more than one security for each security held (prior to giving effect to any additional subscription privilege); and
          (iv) if the listed issuer proposes to provide a rounding mechanism, whereby participating security holders not holding a number of securities equally divisible by a specified number would have their entitlements adjusted upward, adequate arrangements must be made to ensure that beneficial owners of securities registered in the names of CDS, banks, trust companies, investment dealers or similar institutions will be treated, for purposes of such additional entitlements, as though they were registered participating security holders.
          (o) As soon as possible after the expiry of the rights offering, the listed issuer must advise TSX in writing of the number of securities issued as a result of the rights offering, including securities issued pursuant to any underwriting or similar arrangement.

      • E. Additional Listings

        • Sec. 615. General

          (a) In addition to the requirements of Section 602, every listed issuer proposing to issue additional securities of a listed class, or to authorize such additional securities to be issued for a specific purpose, must apply to have the additional securities listed on TSX. Application must be made to list the maximum number of securities issuable pursuant to the proposed transaction.

          With regard to the additional listing of securities sold by prospectus, see Section 606.
          (b) In determining the number of additional securities to be listed, securities listed in connection with earlier transactions must not be taken into account. Credits for fee purposes or refunds will not be given for securities which have previously been listed but are no longer issued or authorized for issuance for a specific purpose.

        • Sec. 616. Documentation

          (a) There is no prescribed form for an additional listing application. A letter notice pursuant to Section 602 will be regarded by TSX as including an application to list the applicable additional securities.
          (b) The documentation required in connection with an additional listing application will depend on the nature of the application. In all cases, however, the following documentation will be required:
          i) copies of all relevant executed agreements; and
          ii) an opinion of counsel that the securities to be listed have been validly created in accordance with applicable law and that the securities have been (or will be, when issued in accordance with the terms of the transaction) validly issued as fully paid and non-assessable.

          TSX will invoice the listed issuer for the additional listing fee payable.

        • Sec. 617. Stock Dividends

          Listed issuers which issue stock dividends on a regular basis, whether pursuant to a formal stock dividend plan or otherwise, can either apply to list securities each time a dividend is declared or, alternatively, apply to list as a block the number of securities the listed issuer estimates will be issued as stock dividends over the next two years. The latter procedure could result in an ultimate saving in listing fees. See TSX Listing Fee Schedule.

        • Sec. 617.1. Dividend / Distribution Reinvestment Plans (DRIPs)

          DRIPs are adopted by issuers to allow existing security holders to reinvest their cash dividends or distributions by purchasing additional securities of the listed issuer. In certain instances, DRIPs may also allow security holders to purchase additional securities, in excess of the dividend or distribution, in compliance with applicable securities laws (an "optional cash payment").

          This section applies to any plan1 for listed securities2 adopted by a listed issuer that allows existing holders of such listed securities to: i) reinvest their cash dividends or distributions by purchasing, or ii) receive, in lieu of their cash dividends or distributions, additional listed securities of the listed issuer. For purposes of this Section, the plans referred to above are collectively referred to as "DRIPs".

          DRIPs that provide for the issuance of additional listed securities from treasury are subject to TSX pre-clearance. However, DRIPs providing for the payment of dividends or distributions solely with securities purchased on the secondary market do not require TSX approval.

          Other than as provided in footnote 2 below, any plan where existing holders of unlisted security may reinvest their cash dividends or distributions by purchasing, or receiving in lieu of their cash dividends or distributions, additional listed securities of the listed issuer will be reviewed under Section 607.

          (a) Implementing a New DRIP
          (i) All DRIPs must be pre-cleared with TSX other than DRIPs providing for the payment of dividends or distributions solely with securities purchased on the secondary market. Listed issuers must provide a draft copy of the DRIP to TSX for pre-clearance at least five (5) business days prior to the effective date of the DRIP.
          (ii) Once the DRIP has been pre-cleared by TSX and approved by the board of directors of the listed issuer, the following must be filed with TSX:
          a. a certified copy of the board resolution approving adoption of the DRIP;
          b. a final copy of the DRIP; and
          c. an additional listing application (the "DRIP additional listing application") comprised of:
          i. a letter notice pursuant to Section 602; and
          ii. an opinion of counsel that the securities to be listed have been validly created in accordance with applicable laws and that the securities will be validly issued as fully paid and non-assessable.
          TSX will invoice the listed issuer for the additional listing fee payable (see TSX Listing Fee Schedule).
          (b) Requirements Applicable to DRIPs
          (i) Each DRIP should provide for the principal terms and conditions pursuant to which security holders may participate in the DRIP. TSX requires, in particular, that:
          a. the price per listed security at which securities will be issued not being lower than the VWAP on TSX (or another stock exchange where the majority of the trading volume and value of the listed securities occurs) for a period not less than five trading days or more than 20 days immediately preceding the relevant date, less a 5% discount, taking into account any premium increasing the amount of the dividend or distribution payable or the optional cash payment;
          b. listed issuers must make some provision for fractional security interests that may result from the DRIP;
          c. all security holders must be eligible to participate in the DRIP, except that listed issuers may limit the participation of security holders residing outside of Canada; and
          d. the DRIP must state that all amendments to the DRIP must be pre-cleared by TSX.
          (ii) Listed issuers must list a sufficient number of securities to cover issuances under the DRIP, including securities issuable pursuant to an optional cash payment, such number of securities being3:
          a. a sufficient number of securities to cover issuances for a two-year period, provided such number of securities does not exceed 10% of the securities of the listed issuer that are issued and outstanding, on a non-diluted basis, at the time of the DRIP additional listing application; or
          b. a number of securities equal to 5% of the securities of the listed issuer that are issued and outstanding, on a non-diluted basis, at the time of the DRIP additional listing application.
          (c) Listing Additional Securities under an Existing DRIP

          In order to list additional securities under an existing DRIP, listed issuers must file a DRIP additional listing application comprised of a letter notice and legal opinion in the form prescribed in Section 617.1(a)(ii)c. above.

          TSX will invoice the listed issuer for the additional listing fee payable (see TSX Listing Fee Schedule).
          (d) Amending a DRIP

          Where a listed issuer proposes to amend a DRIP, it must pre-clear such amendment with TSX. TSX will require a black-lined copy of the DRIP showing the amendments at least five (5) business days prior to the effective date of any amendment.

          Once the amendment has been pre-cleared, TSX will require a certified copy of the board resolution approving the amendment to the DRIP.
          (e) Suspending or Terminating / Resuming or Reinstating a DRIP

          Where a listed issuer proposes to suspend or terminate a DRIP, it must promptly:
          (i) advise its security holders of the suspension or termination by way of issuing a news release; and
          (ii) notify TSX of the suspension or termination by filing a copy of the news release referred to in (i) above with TSX.
          Where a listed issuer proposes to resume or re-instate a DRIP, it must notify its security holders and TSX by issuing and filing a news release as described above.

          1 For the purposes of this Section 617.1, the term "plan" includes constating documents or similar documents governing the terms of a class of securities allowing for the reinvestment or payment of cash dividends or distributions in securities.

          2 For purposes of this Section 617.1, unlisted securities such as exchangeable securities or other securities which are economically equivalent will typically be permitted to participate in a DRIP for listed securities on an equivalent basis.

          3 The limits placed on a listed issuer in Sections 617.1(b)(ii) a. and b. are for TSX administrative purposes, and are not intended to be time-based restrictions imposed by TSX on the number of securities that may be issued pursuant to DRIPs.

      • F. Substitutional Listings

        • Sec. 618. General

          (a) Where a listed issuer proposes to change its name, split or consolidate its stock, or undergo a security reclassification, the listed issuer must make a substitutional listing application to TSX.
          (b) Where a listed issuer proposes to undergo a change which would give rise to a substitutional listing, the listed issuer must pre-clear with TSX the materials for the requisite security holders' meeting.

        • Sec. 619. Name or Symbol Changes

          (a) A listed issuer proposing to change its name must notify TSX as soon as possible after the decision to change the name has been made. The new name must be acceptable to TSX.
          (b) If the proposed change is substantial, it may be appropriate for TSX to assign a new stock symbol to the listed issuer's securities. The listed issuer's choices, if any, in this regard should be communicated to TSX, in order of preference, in advance of the effective date of the name change. The symbol may consist of up to four letters (excluding the letters that differentiate between different classes of securities).
          (c) The following documents must be filed with TSX in connection with a name change:
          i) a notarial or certified copy of the Certificate of Amendment, or equivalent document;
          ii) definitive specimens of the new generic or overprinted customized security certificates, if any, in accordance with the requirements set out in Appendix D; and
          iii) a copy of the unqualified letter of confirmation from CDS disclosing the CUSIP number assigned to each of the issuer's listed securities after giving effect to the name change (see Section 350).
          (d) The listed issuer's securities will normally commence trading on TSX under the new name at the opening of business two (2) or three (3) trading days after all the documents set out in Subsection 619(c) are received by TSX.
          (e) A listed issuer may request a change to the symbol assigned to its listed securities subject to the payment of the applicable fee (see TSX Listing Fee Schedule).

        • Sec. 620. Stock Split

          (a) There are two methods of effecting a stock split: the "push-out" method and the "call-in" method. If the stock split is accompanied by a security reclassification, either the push-out method or the call-in method may be used; otherwise the push-out method is preferable.
          (b) Under the push-out method, the security holders keep the security certificates they currently hold, and security holders of record as of the close of business on a specified date (the "record date") are provided with additional or replacement security certificates by the listed issuer.
          (c) Where the push-out method is used, the Certificate of Amendment, or equivalent document such as a certified copy of the board of directors' resolution if no amendments to the articles are required, giving effect to the split must be issued at least five, and preferably not less than eight, trading days prior to the record date. Accordingly, if the stock split must be approved by security holders, the meeting of security holders must take place at least five trading days in advance of the record date. If the push-out method is used, the following documents must be received by TSX at least five trading days in advance of the record date:
          i) written confirmation of the record date including the time of day ("close of business" will be sufficient for this purpose);
          ii) a notarial or certified copy of the Certificate of Amendment, or equivalent document such as a certified copy of the board of directors' resolution if no amendments to the articles are required;
          iii) an opinion of counsel that all the necessary steps have been taken to validly effect the split in accordance with applicable law and that the additional securities will be validly issued as fully paid and non-assessable;
          iv) a written statement as to the date on which it is intended that the additional security certificates will be mailed to the security holders; and
          v) if the stock split is accompanied by a security reclassification,
          i. definitive specimens of the new generic or customized security certificates, if any, in accordance with the requirements set out in Appendix D; and
          ii. an unqualified letter of confirmation from CDS disclosing the CUSIP number assigned to each class of listed securities (see Section 350).
          (d) Where the push-out method is used, the securities will commence trading on TSX on a split basis at the opening of business on the first trading day preceding the record date. Due Bill trading may be used in certain circumstances as determined at the discretion of the Exchange. See Section 429.1.
          (e) Under the call-in method, the listed issuer implements the stock split by replacing the security certificates currently in the hands of the security holders with new certificates. Letters of Transmittal are sent to the security holders requesting them to exchange their security certificates at the offices of the listed issuer's transfer agent.
          (f) Where the call-in method is used, the following documents must be received by TSX in order for the stock split to be effected on TSX:
          i) two copies of the Letters of Transmittal;
          ii) a notarial or certified copy of the Certificate of Amendment, or equivalent document such as a certified copy of the board of directors' resolution if no amendments to the articles are required;
          iii) an opinion of counsel that all the necessary steps have been taken to validly effect the split in accordance with applicable law and that the additional securities will be validly issued as fully paid and non-assessable;
          iv) definitive specimens of the new generic or customized security certificates, if any, in accordance with the requirements set out in Appendix D;
          v) a copy of the unqualified letter of confirmation from CDS disclosing the CUSIP numbers assigned to each new class of listed securities (see Section 350); and
          vi) a written statement as to the intended mailing date of the Letters of Transmittal.
          (g) Where the call-in method is used, the listed securities will normally commence trading on TSX on a split basis at the opening of business two or three trading days after the later of the date all required documents are received by TSX and the date the Letters of Transmittal are mailed to the security holders.
          (h) Where a listed issuer proposing to split its stock has warrants posted for trading on TSX, the form of warrant certificate must not be changed by virtue of the split, but any new warrant certificate issued by the listed issuer after the stock split becomes effective must contain a notation disclosing the effect of the stock split on the rights of the warrant holders and a statement that the number of warrants represented by the warrant certificate for trading purposes is equal to the number imprinted in the top right-hand corner (or other location, if appropriate) of the certificate.

        • Sec. 621. Stock Consolidation

          (a) A stock consolidation by a listed issuer requires the prior consent of TSX.
          (b) A listed issuer undergoing a stock consolidation must meet, post-consolidation, the continued listing requirements contained in Part VII of this Manual (see Section 712).
          (c) A stock consolidation must be accompanied by a concurrent change in CUSIP number.
          (d) The following documents must be filed with TSX in order for the stock consolidation to be effected on TSX:
          i) one copy of the Letters of Transmittal;
          ii) a notarial or certified copy of the Certificate of Amendment, or equivalent document;
          iii) opinion of counsel that all the necessary steps have been taken to validly effect the consolidation in accordance with applicable law;
          iv) a written evidence from the listed issuer's transfer agent that, on a post-consolidation basis, there will be at least 500,000 freely tradable securities held by at least 150 public holders, each holding a board lot or more;
          v) a definitive specimen of the new generic or customized security certificates, if any, in accordance with the requirements set out in Appendix D;
          vi) a copy of the unqualified letter of confirmation from CDS disclosing the new CUSIP number assigned to the securities (see Section 350); and
          vii) a written statement as to the intended mailing date of the Letters of Transmittal.
          (e) The listed securities will normally commence trading on TSX on a consolidated basis at the opening of business two or three trading days after the later of the date upon which all required documents are received by TSX and the date the Letters of Transmittal are mailed to the security holders.

        • Sec. 622. Security Reclassification (with no stock split)

          (a) The following documentation must be filed with TSX in connection with a security reclassification (with no stock split):
          i) a notarial or certified copy of the Certificate of Amendment, or equivalent document;
          ii) an opinion of counsel that all the necessary steps have been taken to validly effect the security reclassification in accordance with applicable law;
          iii) a definitive specimen of the new generic or overprinted customized security certificate, if any, in accordance with the requirements set out in Appendix D;
          iv) a copy of the unqualified letter of confirmation from CDS disclosing the CUSIP number assigned to each class of listed securities (see Section 350);
          v) one copy of the Letters of Transmittal, if applicable; and
          vi) a written statement as to the intended mailing date of the Letters of Transmittal, if applicable.
          (b) The reclassification will normally become effective for trading purposes at the opening of business two or three trading days after the later of the date upon which all required documents are received by TSX and the date the Letters of Transmittal are mailed to the security holders.

      • G. Supplemental Listings

        • Sec. 623.

          (a) A listed issuer proposing to list securities of a class not already listed should apply for the listing by letter addressed to TSX. The letter must be accompanied by one (1) copy of the preliminary prospectus or, if applicable, the draft circular describing the provisions attaching to the securities.
          (b) If TSX conditionally approves the listing of the securities, this fact may be disclosed in the final prospectus, or in other documents, in accordance with Section 346, and TSX will so advise the securities regulatory authorities.
          (c) The minimum public distribution requirements for a supplemental listing are the same as the minimum requirements for original listing as set out in Section 310. However, TSX will give consideration to listing non-participating preferred securities and debt securities that do not meet these requirements if the market value of such securities outstanding is at least $2,000,000 and:
          i) if the securities are convertible into participating securities, such participating securities are listed on TSX and meet the minimum public distribution requirements for original listing; or
          ii) if the securities are not convertible into participating securities, the listed issuer is exempt from Section 501.
          (d) The following documents must be filed with TSX within ninety (90) days of TSX's conditional acceptance of the supplemental listing (or within such later time as TSX may stipulate):
          i) a notarial or certified copy of the resolution of the board of directors of the listed issuer authoring the application to list the securities;
          ii) a notarial or certified copy of the Certificate of Amendment, or equivalent document, giving effect to the creation of the securities;
          iii) one commercial copy of the final prospectus, or other offering document, if applicable;
          iv) an opinion of counsel that the securities to be listed have been validly created in accordance with applicable law and that the securities are validly issued as fully paid and non-assessable;
          v) a definitive specimen of the generic or customized security certificate, if any, in accordance with the requirements set out in Appendix D;
          vi) a copy of the unqualified letter of confirmation from CDS disclosing the CUSIP number assigned to the securities (see Section 350); and
          vii) evidence of satisfactory distribution of the securities to be listed, which evidence may take the form of a letter from the underwriters/agents setting out the anticipated distribution of the securities based on subscriptions received as of the date of the letter and that, at the time of listing, the distribution requirements set out in Subsections 609(b), 623(c) or Section 310 as applicable, will be met. For securities that are not to be listed immediately upon closing of a public offering or distributed by any other way, such letter may be provided by the transfer agent.
          TSX will invoice the listed issuer for the supplemental listing fee payable (see TSX Listing Fee Schedule).
          (e) In the case of securities being offered to the public, TSX may post such securities for trading prior to the closing of the offering, at the listed issuer's request (after consultation with the Participating Organization). TSX staff will advise the listed issuer of the requirements in this regard. Any trading that takes place prior to closing will be on an "if, as and when issued" basis.

      • H. Restricted Securities

        • Sec. 624.

          (a) Except as otherwise provided in this Section 624, TSX's requirements respecting the listing of Restricted Securities (as defined in Part I) are applicable to all listed issuers having Restricted Securities listed on TSX, regardless of when the securities were listed. This Section needs to be read as a whole and in conjunction with OSC Rule 56-501. One of the principal objectives of this Section 624 is to alert investors of the fact that there are differences in the voting powers attached to the different securities of an issuer. This Section applies to non-incorporated entities to the extent applicable to ensure that the objective of this Section is met.
          (b) For the purposes of this Section 624, all capitalized terms not otherwise defined are defined in Part I of this Manual.
          (c) The legal designation of a class of securities, which shall be set out in the constating documents of the listed issuer and which shall appear on all security certificates representing such securities, shall, except where the securities are Preference Securities and are legally designated as such, include the words:
          i) "subordinate voting" if the securities are Subordinate Voting Securities:
          ii) "non-voting" if the securities are Non-Voting Securities;
          iii) "restricted voting" if the securities are Restricted Voting Securities;
          or such other appropriate term as TSX may approve from time to time.
          (d) TSX will abbreviate the above designations for Restricted Securities in certain publications of TSX and will identify Restricted Securities in the quotations prepared for the financial press with a code. Brief explanations of the abbreviation or code, as determined by TSX from time to time, will appear as a footnote in such publications and quotations.
          (e) A class of securities may not include the word "common" in its legal designation unless such securities are Common Securities.
          (f) A class of securities may not be designated as "preference" or "preferred" unless, in the opinion of TSX, there is attached thereto a genuine and non-specious right or preference. Whether a class of securities has attached thereto a genuine and non-specious right or preference is a question of fact to be determined by examining all of the relevant circumstances.
          (g) TSX may, subject to such terms and conditions as it may impose:
          i) exempt a listed issuer from the designation requirements of Subsections 624(c), (d), (e) and (f):
          ii) permit or require the use by a listed issuer, in respect of any class of securities, of a designation other than set forth in Subsections 624(c), (d), (e) and (f); and
          iii) deem a class of securities to be NonVoting, Subordinate Voting, or Restricted Voting Securities and require a listed issuer to designate such securities in a manner satisfactory to TSX notwithstanding that such securities do not fall within the applicable definition set out in Part I.
          In exercising its discretion, TSX will be guided by the public interest and the principles of disclosure underlying this Section 624.
          (h) Every listed issuer shall give notice of security holders' meetings to holders of Restricted Securities and permit the holders of such securities to attend, in person or by proxy, and to speak at all security holders' meetings to the extent that a holder of Voting Securities of that listed issuer would be entitled to attend and to speak at security holders' meetings. The notice shall be sent to holders of Restricted Securities at least 21 days in advance of the meeting. Issuers applying for listing, whether by way of an original listing application or notice of a capital reorganization, shall include such rights in their charter documents.
          (i) Every listed issuer whose Restricted Securities are listed on TSX shall describe the voting rights, or lack thereof of all Residual Equity Securities of the listed issuer in all documents, other than financial statements, sent to security holders and filed with TSX. Such documents include, but are not limited to, information circulars, proxy statements and directors' circulars.
          (j) Unless exempted by TSX, every listed issuer shall send concurrently to all holders of Residual Equity Securities all informational documents required by applicable law or TSX requirements to be sent to holders of Voting Securities, or voluntarily sent to holders of Voting Securities in connection with a specific meeting of security holders. Such documents would include, but not be limited to, information circulars, notices of meeting, annual reports and financial statements.
          (k) Where TSX requirements contemplate security holder approval, TSX may, in its discretion, require that such approval be given at a meeting at which holders of Restricted Securities are entitled to vote with the holders of any class of securities of the listed issuer which otherwise carry greater voting rights, on a basis proportionate to their respective residual equity interests in the listed issuer. See, for example, Sections 613 and 626.
          (l) TSX will not accept for listing classes of Restricted Securities that do not have takeover protective provisions ("coattails") meeting the criteria below. The actual wording of a coattail is the responsibility of the listed issuer and must be pre-cleared with TSX.
          1. If there is a published market for the Common Securities, the coattails must provide that if there is an offer to purchase Common Securities that must, by reason of applicable securities legislation or the requirements of a stock exchange on which the Common Securities are listed, be made to all or substantially all holders of Common Securities who are in a province of Canada to which the requirement applies, the holders of Restricted Securities will be given the opportunity to participate in the offer through a right of conversion, unless:
          i) an identical offer (in terms of price per security and percentage of outstanding securities to be taken up exclusive of securities owned immediately prior to the offer by the offeror, or associates or affiliates of the offeror, and in all other material respects) concurrently is made to purchase Restricted Securities, which identical offer has no condition attached other that the right not to take up and pay for securities tendered if no securities are purchased pursuant to the offer for Common Securities; or
          ii) less than 50% of the Common Securities outstanding immediately prior to the offer, other than Common Securities owned by the offeror, or associates or affiliates of the offeror, are deposited pursuant to the offer.
          2. If there is no published market for the Common Securities, the holders of at least 80% of the outstanding Common Securities will be required to enter into an agreement with a trustee for the benefit of the holders of Restricted Securities from time to time, which agreement will have the effect of preventing transactions that would deprive the holders of Restricted Securities of rights under applicable take-over bid legislation to which they would have been entitled in the event of a take-over bid if the Common Securities had been Restricted Securities.

          Where there is a material difference between the equity interests of the Common Securities and Restricted Securities, or in other special circumstances, TSX may permit or require appropriate modifications to the above criteria.

          The criteria are designed to ensure that the fact that Common Securities are not of the same class as Restricted Securities will not prevent the holders of Restricted Securities from participating in a take-over bid on an equal footing with the holders of Common Securities. If, in the face of these coattails, a take-over bid is structured in such a way as to defeat this objective, TSX may take disciplinary measures against any person or company or listed issuer under the jurisdiction of TSX who is involved, directly or indirectly, in the making of the bid. TSX may also seek intervention from regulators in appropriate cases.

          Where a listed issuer has an outstanding class of securities that carry more than one vote per security but are not Common Securities, coattails will be considered on an individual basis. Coattails may also be required by TSX in the case of a listed issuer that has more than one outstanding class of voting securities but no securities that fall within the definition of Restricted Securities.

          This Subsection 624(l) does not apply to classes of Restricted Securities that were listed on TSX prior to August 1, 1987, but if any listed issuer proposes to remove, add or change coattails attaching to such listed Restricted Securities, the proposal must be pre-cleared by TSX and must comply with this Section 624. Subsection 624(l) will apply to any new class of Restricted Securities applied for listing by a listed issuer having securities listed on TSX prior to August 1, 1987.
          (m) TSX will not consent to the issuance by a listed issuer of any securities that have voting rights greater than those of the securities of any class of listed voting securities of the listed issuer, unless the issuance is by way of a distribution to all holders of the listed issuer's voting Residual Equity Securities on a pro rata basis.

          For this purpose, the voting rights of different classes of securities will be compared on the basis of the relationship between the voting power and the equity for each class. For example, Class B Shares will be considered to have greater voting rights than Class A Shares if:
          i) the shares of the two classes have similar rights to participate in the earnings and assets of the company, but the Class B Shares have a greater number of votes per share; or
          ii) the two classes have the same number of votes per share, but it is proposed that Class B Shares will be issued at a price per share significantly lower than the market price per share of the Class A Shares.
          This prohibition relates only to differences in voting rights attaching to securities of separate classes. It does not apply to an issuance of securities that reduces the collective voting power of the other outstanding securities of the same class without affecting the voting power of any other outstanding class, although other TSX policies may be applicable in this case. It also does not apply to a stock split of all of a listed issuer's outstanding Residual Equity Securities (or a stock dividend that has the same effect) if the stock split does not change the ratio of outstanding Restricted Securities to Common Securities.

          TSX generally will exempt listed issuers from this Subsection 624(m) in the case of an issuance of multiple voting securities that would maintain (but not increase) the percentage voting position of a holder of multiple voting securities, subject to any conditions TSX may consider desirable in any particular case. One condition will be minority approval of security holders, as defined in Subsection 624(n) unless the legal right of the holder of multiple voting securities to maintain its voting percentage has been established and publicly disclosed prior to the later of November 6, 1989 and the time the listed issuer was first listed on TSX.

          This Subsection 624(m) is intended to prevent transactions which would reduce the voting power of existing security holders through the use of securities carrying multiple voting rights. This result would normally be accomplished by way of an issuance of multiple voting securities. However, it is possible to arrive at the same result by means of mechanisms that are not technically "security issuances" such as amendments to security conditions, amalgamations and plans of arrangement. TSX may object to and/or impose such conditions, which it may consider desirable on any transaction that would result in voting dilution similar to that which would be brought about by the issuance of multiple voting security, even if no security issuance is involved.

          A pro rata distribution to security holders that creates or affects Restricted Securities must be subject to minority approval of security holders as described in Subsection 624(n).
          (n) TSX will not consent to a capital reorganization or pro rata distribution of securities to security holders of a listed issuer, which would have the effect of creating a class of Restricted Securities or changing the ratio of outstanding Restricted Securities to Common Securities, unless the proposal receives minority approval. For this purpose, minority approval means approval given by a majority of the votes cast at a security holders' meeting called to consider the proposal, other than votes attaching to securities beneficially owned by:
          i) any person or company that beneficially owns, directly or indirectly, securities carrying more than 20% of the votes attaching to all outstanding voting securities of the listed issuer;
          ii) any associate, affiliate or insider (each as defined in the OSA) of any person or company excluded by virtue of i);
          iii) any person or company excluded by virtue of OSC Rule 56-501; and
          iv) if i) and iii) are both inapplicable, all directors and officers of the listed issuer and their associates (as defined in the OSA).
          TSX may require that persons or companies not specified above be excluded from a particular minority security holder vote if this is considered necessary to ensure that the objectives behind this Subsection 624(n) are not defeated.

          A transaction generally will only be regarded as a "capital reorganization" for the purposes of the minority approval requirement if it involves a subdivision or conversion of one or more classes of Residual Equity Securities or if it has an effect similar to a pro rata distribution to holders of one or more classes of Residual Equity Securities. If a proposed capital reorganization would reduce the voting power of the existing security holders through the use of securities carrying multiple voting rights, TSX may regard the proposed reorganization as equivalent, in substance, to the type of security issuance that is prohibited by Subsection 624(m). This could be the case, for example, where the reorganization would not treat all holders of Residual Equity Securities in an identical fashion. In this case, TSX may not consent to the reorganization even with minority approval.

          An issuance of Restricted Securities in the form of a stock dividend paid in the ordinary course will be exempted from the minority approval requirement. For this purpose, stock dividends generally will be regarded as being paid in the ordinary course if the aggregate of such dividends over any one-year period does not increase the number of outstanding Residual Equity Securities of the listed issuer by more than 10%.
          (o) TSX may, where it determines that it is in the public interest to do so, exempt a listed issuer from compliance with this Section 624 or any requirement thereof subject to such terms and conditions as TSX may impose. In special circumstances, TSX may also set requirements or restrictions in addition to those set out in this Section 624 having regard to the public interest and the principles underlying this Section 624.

      • I. Redemptions of Listed Securities

        • Sec. 625.

          (a) Where a listed issuer proposes to redeem, or partially redeem, listed securities, one copy of the notice of redemption must be filed with TSX concurrently with the sending of the notices to the security holders, but in any event no later than seven trading days prior to the redemption date. For a full redemption of a listed class of securities, such securities will normally be delisted from TSX at the close of business on the redemption date. For a partial redemption, listed securities must be redeemed on a pro rata basis, TSX will not accept notice of a partial redemption of listed securities by lot.
          (b) Where a listed issuer redeems or partially redeems securities which were convertible into listed securities, the listed issuer must advise TSX, as soon as possible after the redemption date, of the number of securities which were authorized for issuance for potential conversion of the redeemed securities but were not in fact issued. TSX will adjust its listing records accordingly.

      • J. Backdoor Listings

        • Sec. 626.

          A "backdoor listing" occurs when a transaction results in the acquisition by or of a listed issuer of or by an entity not currently listed on TSX. The transaction may be a series of transactions and may take one of a number of forms, including an issuance of securities for assets, an amalgamation or a merger.

          (a) Subject to Subsection 626(c), where TSX determines that a transaction is a backdoor listing, the approval procedure is similar to that of an original listing application. Generally, the listed issuer resulting from the transaction must meet the original listing requirements of TSX. TSX will also approve the transaction where the unlisted entity meets the original listing requirements of TSX (except for the public distribution requirements) and the entity resulting from the transaction:
          i) meets the public distribution requirements for original listing;
          ii) (would appear to have a substantially improved financial condition as compared to the listed issuer; and
          iii) has adequate working capital to carry on the business.
          (b) A transaction resulting, or that could result, in the security holders of the listed issuer owning less than 50% of the securities or voting power of the entity resulting from the transaction, will generally be considered a backdoor listing.

          Furthermore, in certain circumstances, TSX may determine to consider a transaction as a backdoor listing, notwithstanding that existing security holders of the listed issuer will continue to own 50% or more of the securities or voting power of the entity resulting from the transaction.

          In making its determination, TSX will consider a variety of factors such as the business of the listed issuer and of the unlisted entity, the relative sizes of the listed issuer and the unlisted entity, changes to management (including the board of directors), as well as changes in voting power, security ownership and capital structure, among other factors that may be relevant in the particular circumstances.

          In calculating whether security holders of the listed issuer will or could own less than 50% of the securities or voting power of the entity resulting from the transaction, any securities issued or issuable upon a concurrent financing that is contingent on or otherwise linked to the transaction will be included.
          (c) The transaction must be approved by the security holders of the listed issuer's participating securities at a meeting prior to completion of the transaction. For this purpose, holders of Restricted Securities, as defined in Part I, must be entitled to vote with the holders of any class of securities of the listed issuer which otherwise carry greater voting rights, on a basis proportionate to their respective residual equity interests in the issuer.

          TSX's approval of a backdoor listing must be obtained before the transaction is submitted to security holders for approval. If this is impracticable, the information circular sent to security holders must include a statement that the proposed transaction is subject to the acceptance of TSX. The listed issuer must file a draft of the information circular with TSX for review before the sending of the circular to the security holders.

      • K. Take-over Bids and Issuer Bids

        • Sec. 627.

          (a) Where a take-over bid or issuer bid is made for securities of a listed issuer, it is the responsibility of the target issuer to ensure that one copy of the offering circular, directors' circular and all other materials sent to the security holders in connection with the bid are filed with TSX either concurrently with the sending of materials to the security holders or as quickly as possible thereafter.

          TSX must be advised as soon as possible of any amendments to the terms of the bid, in order for TSX to have sufficient time to establish appropriate trading and settlement rules.
          (b) The rules for take-over bids and issuer bids, and exemptions for same, are prescribed by securities legislation and, in some cases, corporate legislation. See, for example, Part XX of the OSA.

          Any purchase through the facilities of TSX that is a take-over bid, as defined in applicable securities legislation of a Canadian jurisdiction, must be carried out in accordance with the terms of the exemption in Section 100 of the OSA, regardless of the location of the seller.
          (c) When a listed issuer is the subject of a merger, acquisition, arrangement or other transaction which results in all its issued and outstanding securities listed on TSX being acquired by another entity (a "Going Private Transaction"), TSX will undertake to delist the securities of the listed issuer on a timely basis. Accordingly, once a listed issuer has provided satisfactory confirmation that a Going Private Transaction has been completed, TSX will promptly advise market participants that: (i) the Going Private Transaction has been completed; and (ii) as a result of the completion of the Going Private Transaction, the affected securities listed on TSX will be delisted at the close of business on the next trading day after the issuance of such notice. TSX believes that this process will give sufficient time to market participants to benefit from a liquid, fair and orderly market to carry out their investment strategies.

          However, TSX will take into account a variety of factors in the application of this delisting procedure in the context of Going Private Transactions, including (i) for interlisted securities, the delisting process for such securities imposed by the other exchange or marketplace; and (ii) whether replacement securities will be listed in substitution of securities delisted, in which case TSX may shorten the pre-notification period.

      • L. Normal Course Issuer Bids

        • Sec. 628. General.

          (a) In Sections 628, 629, 629.1 and 629.2:
          (i) "average daily trading volume" or "ADTV" means the trading volume on TSX for the most recently completed six calendar months preceding the date of acceptance of the notice of normal course issuer bid by TSX, excluding any purchases made by the listed issuer through the facilities of TSX under its normal course issuer bid during such six months, divided by the number of trading days for the relevant six months. In the case of listed securities which have been listed on TSX for a period of less than six months, the ADTV for such securities shall be based on the period since the date of listing, but must be at least four weeks preceding the date of acceptance of the notice of normal course issuer bid by TSX;
          (ii) "block" means a quantity of securities that either:
          (a) has a purchase price of $200,000 or more; or
          (b) is at least 5,000 securities and has a purchase price of at least $50,000; or
          (c) is at least 20 board lots of the security and total 150% or more of the ADTV for that security;
          and are not owned, directly or indirectly, by an insider of the listed issuer;
          (iii) "broker" means the participating organization designated by the listed issuer to make all purchases of listed securities for the purposes of the normal course issuer bid;
          (iv) "circular bid" means a formal take-over bid or a formal issuer bid made in compliance with the requirements of Part XX of the OSA;
          (v) "debt substantial issuer bid" means an issuer bid, other than a normal course issuer bid, for debt securities that are not convertible into securities other than debt securities;
          (vi) "insider" has the same definition found in Section 601 of this Manual;
          (vii) "investment fund" has the same definition found in National Instrument 51-102 Continuous Disclosure Obligations;
          (viii) "issuer bid" means an offer, made through the facilities of TSX, to acquire listed securities made by or on behalf of a listed issuer for securities issued by that listed issuer, unless:
          (a) the securities are purchased or otherwise acquired in accordance with the terms and conditions attaching thereto that permit the purchase or acquisition of the securities by the issuer without the prior agreement of the owners of the securities, or where the securities are purchased to meet sinking fund or purchase fund requirements;
          (b) the purchase or other acquisition is required by the instrument creating or governing the class of securities or by the statute under which the issuer was incorporated, organized or continued; or
          (c) the securities carry with them or are accompanied by a right of the owner of the securities to require the issuer to repurchase the securities and the securities are acquired pursuant to the exercise of such right;
          (ix) "normal course issuer bid" means an issuer bid by a listed issuer to acquire its listed securities where the purchases:
          (a) if the issuer is not an investment fund, do not, when aggregated with all other purchases by the listed issuer during the same trading day, aggregate more than the greater of: (i) 25% of the average daily trading volume of the listed securities of that class; and (ii) 1,000 securities;
          (b) if the issuer is an investment fund, do not, when aggregated with all other purchases by the listed issuer during the preceding 30 days, aggregate more than 2% of the listed securities of that class outstanding on the date of acceptance of the notice of normal course issuer bid by TSX; and
          (c) over a 12-month period, commencing on the date specified in the notice of the normal course issuer bid, do not exceed the greater of
          (i) 10% of the public float on the date of acceptance of the notice of normal course issuer bid by TSX, or
          (ii) 5% of such class of securities issued and outstanding on the date of acceptance of the notice of normal course issuer bid by TSX, excluding any securities held by or on behalf of the listed issuer on the date of acceptance of the notice of normal course issuer bid by TSX,
          and for the purposes of (b) and (c), whether such purchases are made through the facilities of a stock exchange or otherwise, but excluding purchases made under a circular bid;
          (x) "principal security holder" of a listed issuer means a person or company who beneficially owns or exercises control or direction over more than 10% of the issued and outstanding securities of any class of voting securities or equity securities of the listed issuer; and
          (xi) "public float" means the number of securities of the class which are issued and outstanding, less the number of securities that are pooled, escrowed or non-transferable, and less the number of securities of the class, known to the issuer after reasonable inquiry, beneficially owned, or over which control or direction is exercised by:
          (a) the listed issuer;
          (b) every senior officer or director of the listed issuer; and
          (c) every principal security holder of the listed issuer.
          (b) For the purposes of Sections 628, 629, 629.1 and 629.2:
          (i) a purchase shall be deemed to have taken place when the offer to buy or the offer to sell, as the case may be, is accepted;
          (ii) in determining the beneficial ownership of securities of a security holder or of any person or company acting jointly or in concert with the security holder, at any given date, the security holder, person or company shall be deemed to have acquired and be the beneficial owner of a security if the security holder, person or company is the beneficial owner of any issued security on that date;
          (iii) in calculating the number of securities acquired by the listed issuer, securities purchased by a person or company acting jointly or in concert with the listed issuer, as determined in accordance with Section 91 of the OSA, during the period of an outstanding normal course issuer bid will be included. In certain circumstances, TSX will not aggregate securities purchased by a person or a company acting jointly or in concert with a listed issuer. Refer to Staff Notice 2008-0001 for further information; and
          (iv) the number of securities that may be acquired by a listed issuer shall be adjusted to account for stock splits, consolidations and stock dividends, or other similar events.
          (c) For the purposes of Section 101.2(1) of the OSA, an issuer bid may only be completed as a normal course issuer bid in accordance with Sections 629 and 629.1. A debt substantial issuer bid may only be completed in accordance with Section 629.2.

        • Sec. 629. Special Rules Applicable to Normal Course Issuer Bids

          (a) The provisions of this section shall apply to all normal course issuer bids.
          (b) The filing of a notice is a declaration by the listed issuer that it has a present intention to acquire securities. The notice must set out the number of securities that the listed issuer's board of directors has determined may be acquired rather than simply reciting the maximum number of securities that may be purchased pursuant to Section 628(a)(ix)(c). A notice is not to be filed if the listed issuer does not have a present intention to purchase securities.
          (c) TSX will not accept a notice if the listed issuer would not meet the criteria for continued listing on TSX, assuming all of the purchases contemplated by the notice were made.
          (d) TSX requires that the listed issuer prepare and submit to TSX a draft of the notice containing the information prescribed by Form 12, Notice of Intention to Make a Normal Course Issuer Bid, found in Appendix H. When the notice is in a form acceptable to TSX, the listed issuer shall file the notice in final form, duly executed by a senior officer or director of the listed issuer, for acceptance by TSX. The final form of the notice must be filed at least two clear trading days prior to the commencement of any purchases under the bid.
          (e) A normal course issuer bid shall not extend for a period of more than one year from the date on which purchases may begin.
          (f) The listed issuer will issue a press release indicating its intention to make a normal course issuer bid, subject to TSX acceptance, prior to acceptance of the executed notice by TSX. The press release shall summarize the material aspects of the contents of the notice, including the number of securities the listed issuer intends to repurchase, the method of disposition of the securities, if applicable, the reason for the bid and details of any previous purchases in the preceding 12-month period, including the maximum number of securities that the listed issuer sought and obtained approval to purchase, the number of securities purchased, the manner in which the securities were purchased (i.e. on the market or pursuant to exemption orders issued by securities regulatory authorities), and the volume weighted average price paid. If a press release has not already been issued, a draft press release must be provided to TSX and the listed issuer shall issue a press release as soon as the notice is accepted by TSX. A copy of the final press release shall be filed with TSX.
          (g) The listed issuer shall include a summary of the material information contained in the notice in the next annual report, information circular, quarterly report or other document mailed to security holders. The document should indicate that security holders may obtain a copy of the notice, without charge, by contacting the listed issuer.
          (h) A normal course issuer bid may commence on the date that is two trading days after the later of:
          (i) the date of acceptance by TSX of the listed issuer's final executed Form 12 notice; or
          (ii) the date of issuance of the news release required by Subsection (f) of this Section 629.
          (i) During a normal course issuer bid, a listed issuer may determine to amend its notice by increasing the number of securities sought while not exceeding: (i) the maximum percentages referred to in the definition of normal course issuer bid or (ii) provided that the issuer has increased its number of issued securities which are subject to the bid by at least 25% from the number of issued securities as at the date of acceptance of the notice of normal course issuer bid by TSX, the maximum percentages referred to in the definition of normal course issuer bid, as at the date of the amended notice. When the amended notice is in a form acceptable to TSX, the listed issuer shall file the amended notice in final form, duly executed by a senior officer or director of the listed issuer, for acceptance by TSX. In addition, a draft press release must be provided to TSX and the listed issuer shall issue a press release as soon as the amended notice is accepted by TSX. A copy of the final press release shall be filed with TSX. Upon acceptance of the amended notice, TSX will publish a summary notification of the normal course issuer bid in its Daily Record. The amended normal course issuer bid may commence on the date that is two trading days after the later of: (i) the date of acceptance by TSX of the listed issuer's final amended and executed Form 12 notice; or (ii) the date of issuance of the news release required by this Section 629(i).
          (j) A trustee or other purchasing agent (hereinafter referred to as a "trustee") for a pension, stock purchase, stock option, dividend reinvestment or other plan in which employees or security holders of a listed issuer may participate, is deemed to be making an offer to acquire securities on behalf of the listed issuer where the trustee is deemed to be non-independent. Trustees that are deemed to be non-independent are subject only to Subsections 629(k) and (l) and to the limits on purchases of the listed issuer's securities prescribed by the definition of "normal course issuer bid". Trustees that are non-independent must notify TSX before commencing purchases. A trustee is deemed to be non-independent where:
          (i) the trustee (or one of the trustees) is an employee, director associate or affiliate of the listed issuer; or
          (ii) the listed issuer, directly or indirectly, has control over the time, price, amount and manner of purchases or the choice of the broker through which the purchases are to be made. The listed issuer is not considered to have control where the purchase is made on the specific instructions of the employee or security holder who will be the beneficial owner of the securities.
          TSX should be contacted where there is uncertainty as to the independence of the trustee.
          (k) Within 10 days of the end of each month in which any purchases are made, whether the securities were purchased through the facilities of TSX or otherwise, the listed issuer shall report its purchases to TSX stating the number of securities purchased during its purchases that month, giving the volume weighted average price paid and stating whether the securities have been cancelled, reserved for issuance or otherwise dealt with. Nil reports are not required. The listed issuer may delegate the reporting requirement to the broker appointed to make its purchases; however, the listed issuer bears the responsibility of ensuring timely reports are made. TSX periodically publishes a list of securities purchased pursuant to normal course issuer bids.

          This paragraph also applies to purchases by non-independent trustees and to purchases by any party acting jointly or in concert with the listed issuer. Purchases by non-independent trustees and other parties acting jointly or in concert with the listed issuer are excluded from TSX's periodic publication of securities purchased pursuant to normal course issuer bids.
          (l) TSX has set the following rules for listed issuers and brokers acting on their own behalf:
          1. Price Limitations—It is inappropriate for a listed issuer making a normal course issuer bid to abnormally influence the market price of its securities. Therefore, purchases made by listed issuers pursuant to a normal course issuer bid shall be made at a price which is not higher than the last independent trade of a board lot of the class of securities which is the subject of the normal course issuer bid. In particular, the following are not "independent trades":
          (a) trades directly or indirectly for the account of (or an account under the direction of) an insider;
          (b) trades for the account of (or an account under the direction of) the broker making purchases for the bid;
          (c) trades solicited by the broker making purchases for the bid; and
          (d) trades directly or indirectly by the broker making purchases for the bid which are made in order to facilitate a subsequent block purchase by the issuer at a certain price.
          Notwithstanding the foregoing, TSX will not consider that a trade has been made at a price that is higher than the last independent trade provided that:
          (i) The independent trade occurs no more than one second before the NCIB purchase creating the uptick;
          (ii) The independent trade is a down tick to the previous trade and the NCIB purchase would not have created an uptick to the trade prior to the last independent trade; and
          (iii) the price difference between the NCIB purchase and the independent trade is not more than $0.02.
          2. Prearranged Trades—It is important to investor confidence that all holders of identical securities be treated in a fair and even-handed manner by the listed issuer. Therefore, an intentional cross or pre-arranged trade, under a normal course issuer bid is not permitted, unless such trade is made in connection with the block purchase exception.
          3. Private Agreements—It is in the interest of security holders that transactions pursuant to an issuer bid should be made in the open market. This philosophy is also reflected in the OSA, which provides very limited exemptions for private agreement purchases. Therefore, purchases must be made by means of open market transactions.
          4. Sales from Control—Purchases pursuant to a normal course issuer bid shall not be made from a person or company effecting a sale from control block pursuant to Part 2 of National Instrument 45-102—Resale of Securities and Sections 630633 of this Manual. It is the responsibility of the broker acting as agent for the listed issuer to ensure that it is not bidding in the market for the normal course issuer bid at the same time as a broker is offering the same class of securities of the listed issuer under a sale from control.
          5. Purchases During a Circular Bid—A listed issuer shall not make any purchases of its securities pursuant to a normal course issuer bid during a circular bid for those securities. This restriction applies during the period from the first public announcement of the bid until the termination of the period during which securities may be deposited under such bid, including any extension thereof. This restriction does not apply to purchases made solely as a trustee pursuant to a pre-existing obligation under a pension, stock purchase, stock option, dividend reinvestment or other plan.

          In addition, if the listed issuer is making a securities exchange take-over bid, it shall not make any purchases of the security offered in the bid other than those permitted by OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions.
          6. Undisclosed Material Information—A listed issuer shall not make any purchases of its securities pursuant to a normal course issuer bid while the listed issuer possesses any material information which has not been disseminated. Reference is made to the TSX Timely Disclosure Policy in this regard. This restriction does not apply to normal course issuer bids carried out pursuant to automatic securities purchase plans established by the listed issuer in accordance with applicable securities laws, particularly Section 175 of Regulation 1015 of the OSA. All such plans must be pre-cleared by TSX prior to implementation. Please see OSC Staff Notice 55-701—Automatic Securities Disposition Plans and Automatic Securities Purchase Plans, or any successor notice, policy or instrument, for additional guidance.
          7. Block Purchase Exception—A listed issuer may make one block purchase per calendar week which exceeds the daily repurchase restriction contained in Subsection 628(a)(ix)(a), subject to maximum annual aggregate limits. Once the block purchase exception has been relied on, the listed issuer may not make any further purchases under the normal course issuer bid for the remainder of that calendar day.
          8. Purchases at the Opening and Closing—A listed issuer shall not make any purchases of its securities pursuant to a normal course issuer bid at the opening of a trading session, or during the 30 minutes before the scheduled close of a trading session. However, notwithstanding Subsection 629(l)(1), purchases of securities pursuant to a normal course issuer bid may be effected through the market on close facility.
          (m) A listed issuer shall appoint only one broker at any one time as its broker to make purchases. The listed issuer shall inform TSX in writing of the name of the responsible broker and registered representative. The broker shall be provided with a copy of the notice and be instructed to make purchases in accordance with the provisions of Sections 628, 629 and 629.1 and the terms of such notice. To assist TSX in its surveillance function, the listed issuer is required to receive prior written consent of TSX where it intends to change its broker.
          (n) Failure to comply with any requirement herein may result in the suspension of the bid.
          (o) Listed issuers cancelling securities purchased through an NCIB must ensure that such securities are withdrawn from CDS and cancelled on the transfer agent's register in a timely manner once the NCIB purchase has been settled.

        • Sec. 629.1 [Deleted.]

           

        • Sec 629.2. Debt Substantial Issuer Bids

          (a) The provisions of this section shall apply to a debt substantial issuer bid provided that:
          (i) there is no legal or regulatory requirement to provide a valuation of the securities that are the subject of the bid to security holders; or
          (ii) exemptions from all applicable requirements have been obtained.
          (b) A listed issuer making a debt substantial issuer bid shall file with TSX a notice in the form of Form 13 found in Appendix H and shall not proceed with the bid until the notice has been accepted by TSX.
          (c) Immediately after TSX has accepted notice of the debt substantial issuer bid, the listed issuer shall:
          (i) disseminate details of the bid to the media in the form of a news release in a form approved by TSX; and
          (ii) communicate the terms of the bid by advertising in the manner prescribed by TSX, or by such other means as may be approved by TSX.
          (d) A book for receipt of tenders to the debt substantial issuer bid shall be opened on TSX not sooner than the thirty-fifth calendar day after the date on which notice of the bid is accepted by TSX and at such time, and for such length of time, as may be determined by TSX.
          (e) Where in a debt substantial issuer bid, more securities are tendered than the number of securities sought, the listed issuer shall take up a proportion of all securities tendered equal to the number of securities sought divided by the number of securities tendered, and participating organizations shall make allocations in respect of securities tendered in accordance with the instructions of TSX.
          (f) In respect of a debt substantial issuer bid:
          (i) no participating organization shall knowingly assist or participate in the tendering of more securities than are owned by the tendering party; and
          (ii) tendering, trading and settlement by participating organizations shall be in accordance with such rules as TSX shall specify to govern each bid.
          (g) If a listed issuer makes or intends to make a debt substantial issuer bid, neither the listed issuer nor any person acting jointly or in concert with the listed issuer shall enter into any collateral agreement, commitment or understanding with any holder or beneficial owner of securities of the listed issuer subject to the bid that has the effect of providing to the holder or owner, a consideration of greater value than that offered to the other holders of the same class of securities.
          (h) A notice of amendment shall be filed with TSX for any proposed amendment to the terms of the debt substantial issuer bid. The proposed amendment will only be effective upon the acceptance of the TSX.
          (i) Where the listed issuer becomes aware of a material change in any of the information contained in the notice in respect of a debt substantial issuer bid, the listed issuer shall file with the TSX forthwith a notice of amendment. The proposed amendment will only be effective upon the acceptance of the TSX.
          (j) Immediately upon acceptance of the notice of amendment by the TSX, the listed issuer shall issue a press release containing a summary of the information set forth in such notice of amendment, including reference to any change in the date of the book.

        • Effect of Amendments to Sections 628, 629, 629.2 & 629.3

          • Sec. 629.3.

            The amendments to Sections 628, 629, 629.2 and 629.3 will become effective on June 1, 2007 (the "Effective Date"). On the Effective Date, the remaining provisions within Appendix F will be repealed (the "Former Rules"). The provisions regarding exchange take-over bids, exchange issuer bids and normal course purchases were previously repealed as of January 1, 2005. However, the Former Rules will continue to apply only to those listed issuers who are eligible to be grandfathered under the Former Rules until the expiry of their NCIB.

            As of the Effective Date:

            1. all Notices of Intention to Make a Normal Course Issuer Bid or Debt Substantial Issuer Bid filed on or after the Effective Date must be in accordance to the amendments;
            2. Issuer Bids whose commencement date was prior to the Effective Date, or which TSX has accepted notice thereof in writing prior to the Effective Date but have not yet commenced, may comply with the Former Rules in effect at the time of acceptance until the expiry of the bid; and
            3. Issuer Bids that are eligible to be grandfathered under the Former Rules may choose to comply with the amendments, provided that a revised Notice of Intention is accepted by TSX and a press release reflecting the revisions is released at the time of acceptance.

      • M. Sales from Control Block through the Facilities of the Exchange

        • Sec. 630. Responsibility of Participating Organization and Seller

          It is the responsibility of both the selling security holder and participating organization acting on their behalf to ensure compliance with TSX requirements and applicable securities laws. In particular, participating organization and selling security holders should familiarize themselves with the procedures and requirements set out in Part 2 of National Instrument 45-102.

        • Sec. 631. Sales Pursuant to an Order or Exemption

          If securities are to be sold from a control block pursuant to an order made under section 74 of the OSA or an exemption contained in Part XVII of the OSA or in Part IV of National Instrument 45-106—Prospectus Exempt Distributions, the securities acquired by the purchaser may be subject to a hold period in accordance with the provisions of the OSA or National Instrument 45-102. Sales of securities subject to a hold period are special terms trades and will normally be permitted to take place on TSX without interference.

        • Sec. 632. General Rules for Control Block Sales on the Exchange

          1. Filing—The seller shall file Form 45-102F1 Notice of Intention to Distribute Securities under subsection 2.8 of N1 45-102, Resale of Securities with TSX at least seven calendar days prior to the first trade made to carry out the distribution.
          2. Notification of Appointment of Participating Organization—The seller must notify TSX of the name of the participating organization which will act on behalf of the seller. The seller shall not change the participating organization without prior notice to TSX.
          3. Acknowledgement of Participating Organization—The participating organization acting as agent for the seller shall give notice to TSX of its intention to act on the sale from control before any sales commence.
          4. Report of Sales—The participating organization shall report in writing to the TSX on the last day of each month the total number of securities sold by the seller during the month, and, if and when all of the securities have been sold, the participating organization shall so report forthwith in writing to TSX.
          5. Issuance of TSX Bulletin—TSX shall issue a bulletin respecting the proposed sale from control which bulletin will contain the name of the seller, the number of securities of the listed company held by the seller, the number proposed to be sold, and any other information that TSX considers appropriate. TSX may issue further bulletins from time to time regarding the sales made by the seller
          6. Special Conditions—TSX may, in circumstances it considers appropriate, require that special conditions be met with respect to any sales. Possible conditions include, but are not limited to, the requirement that the seller not make a sale below the price of the last sale of a board lot of the security on TSX which is made by another person or company acting independently.
          7. Term—The filing of Form 45-102Fl is valid for a period of 30 days from the date the form was filed.
          8. First Sale—The first sale cannot be made until at least seven calendar days after the filing of Form 45-102Fl.

        • Sec. 633. Restrictions on Control Block Sales on the Exchange

          1. Private Agreements—A participating organization is not permitted to participate in sales from control by private agreement transactions.
          2. Normal Course Issuer Bids—If the listed issuer of the securities which are the subject of the sale from control block is undertaking a normal course issuer bid in accordance with Section 629 of this Manual, the normal course issuer bid and the sale from control block will be permitted on the condition that:
          (a) the participating organization acting for the listed issuer confirms in writing to TSX that it will not bid for securities on behalf of the listed issuer at a time when securities are being offered on behalf of the control block seller;
          (b) the participating organization acting for the control block seller confirms in writing to TSX that it will not offer securities on behalf of the control block seller at a time when securities are being bid for under the normal course issuer bid; and
          (c) transactions in which the listed issuer is on one side and the control block seller on the other are not permitted.
          4. Price Guarantees—The price at which the sales are to be made cannot be established or guaranteed prior to the seventh day after the fling of Form 45-102F1 with TSX.
          5. Crosses—A participating organization may distribute the whole of a control block sale to its own clients by means of a cross. Established crossing rules require that, prior to execution, all orders that are entered on any Canadian exchange at better prices than the price of the proposed cross must be filled in full. If the market is to be moved before execution of a cross, the responsible registered trader should be notified in advance.

      • N. Security Holder Rights Plans

        • Sec. 634. General

          (a) Security holder rights plans (commonly referred to as "poison pills") fall under TSX jurisdiction by virtue of Section 602 which requires listed issuers to pre-clear with TSX any potential issuance of equity securities.
          (b) TSX neither endorses nor prohibits the adoption of poison pills generally or in connection with any particular take-over bid. The securities commissions in Canada are responsible for reviewing the propriety or operation of take-over bid defensive tactics pursuant to National Policy 62-202, including the adoption of a poison pill after the announcement or commencement of a hostile take-over bid. In the latter example, TSX will defer its review of such a poison pill until after the appropriate securities commission has determined whether it will intervene pursuant to National Policy 62-202.
          (c) TSX believes that security holders of the listed issuer should have the opportunity to decide whether the continued existence of a plan that has been adopted by the board of directors of the listed issuer in the normal course of affairs (i.e. absent a threatened or actual specific take-over bid) is in the security holders' best interests.

        • Sec. 635. Filing and Listing Procedure

          (a) A draft of the proposed security holder rights plan (the "plan") or poison pill should be filed with TSX along with a covering letter requesting TSX accept the plan for filing. The letter must include the following:
          i) a statement as to whether the listed issuer is aware of any specific take-over bid for the listed issuer that has been made or is contemplated, together with full details regarding any such bid;
          ii) a description of any unusual features of the plan;
          iii) a statement as to whether the plan treats any existing security holder differently from other security holders. The usual example of this is where, at the time of the plan's adoption a security holder (or group of related security holders) owns a percentage of securities that exceeds the triggering ownership threshold identified in the plan but such security holder is exempted from the operation of the plan;
          iv) if a plan has a triggering threshold of less than 20%, a thorough rationale and explanation with respect to why the plan has such a triggering threshold; and
          v) any other significant information relevant to the plan or the application that is not otherwise disclosed in the letter application, such as knowledge of upcoming proxy contests, acquisitions/dispositions of a block of securities above the triggering threshold, if the listed issuer does not intend to seek security holder approval or if security holder approval of the plan is unlikely.
          (b) If a listed issuer adopts a plan without pre-clearance from TSX, the listed issuer must:
          i) publicly announce the adoption of its plan as subject to TSX acceptance;
          ii) as soon as possible after the adoption of the plan, file with TSX a copy of the plan along with the covering letter described in Subsection 635(a); and
          iii) publicly announce TSX's decision to defer its review of, consent to or to deny consent of a plan as soon as possible after TSX has rendered such decision.
          (c) If TSX consents to the adoption of a plan, the rights issued to security holders will be automatically listed on TSX when those securities are issued. The rights will not appear as a separate entry on TSX trading list.

        • Sec. 636. TSX Approach

          (a) If a plan is adopted at a time when the listed issuer is not aware of any specific take-over bid for the listed issuer that has been made or is contemplated, TSX will not generally refuse the plan for filing, provided that it is ratified by the security holders of the listed issuer at a meeting held within six months following the adoption of the poison pill. Pending such security holder ratification, the plan is allowed to be in effect so that its intent is not circumvented prior to the security holders meeting. If security holders do not ratify the plan by the required time, the plan must be immediately cancelled and any rights issued thereunder must be immediately redeemed or cancelled. TSX will also defer its review of, or decision to consent to, a plan if the listed issuer does not intend to seek security holder approval for the plan or if security holder approval of the plan is unlikely.
          (b) In cases where a particular security holder may be exempted from the operation of a plan even though the security holder's percentage holding exceeds the plan's triggering ownership threshold, TSX will normally require that the plan be ratified by a vote of security holders that excludes the votes of the exempted security holder and its insiders as well as by a vote that does not exclude such security holder. TSX will not exclude parties other than those specifically exempted from the operation of the plan.
          (c) If a plan can be reasonably perceived to have been proposed or adopted as a response to a specific take-over bid for a listed issuer that has been made or is contemplated, TSX will normally defer its decision on whether to consent to the plan until the appropriate securities commission has had the opportunity to consider whether it will initiate proceedings by virtue of National Policy 62-202 regarding defensive tactics. If the appropriate securities commission chooses not to intervene, TSX will generally not object to the adoption of a poison pill, subject to security holder ratification as described in Subsections 636(a) and (b) and subject to Sections 634, 635 and 637.

        • Sec. 637. Plan Amendment

          No amendment of a plan that has been adopted by a listed issuer may be made without the prior written consent of TSX. In order to seek such consent, the listed issuer must file with TSX (i) a black-lined draft of the amended plan, and (ii) a letter that summarizes the proposed changes to the plan. If an amendment to a plan can reasonably be perceived to have been proposed as a response to a specific or contemplated take-over bid, TSX will treat the amended plan as a new plan in accordance with Subsection 636(c).

      • O. Odd Lot Selling and Purchase Arrangements

        • Sec. 638. General

          (a) An odd lot of securities is less than a board lot. Listed issuers may reduce the number of holders of odd lots by using the procedure in Section 639.
          (b) The procedure described in Section 639 is intended to facilitate odd lot sales at a reasonable cost to listed issuers. It is consistent with the objective of TSX to enhance the marketability of small holdings.
          (c) The procedure described in Section 639 must be followed where a listed issuer seeks the assistance of a participating organization to solicit odd lots for resale on TSX, or to offer to defray the commissions payable by odd lot holders in acquiring additional securities on TSX to make up a board lot.

        • Sec. 639. Procedures Applicable to Odd Lot Selling and Purchase Arrangements

          (a) Under an odd lot selling arrangement (a "Selling Arrangement") a listed issuer agrees to pay a fee per odd lot account to participating organizations to sell listed securities on behalf of odd lot holders. Under an odd lot purchase arrangement (a "Purchase Arrangement", together with a Selling Arrangement referred to herein as an "Arrangement") a listed issuer agrees to pay a fee per odd lot account to participating organizations to purchase a sufficient number of listed securities on behalf of odd lot holders to constitute a board lot.
          (b) The listed issuer shall request odd lot holders wishing to take advantage of an Arrangement to either:
          (1) place orders under the Arrangement with any participating organization; or
          (2) transmit orders under the Arrangement directly to the listed issuer or an agent (such as a broker or transfer agent) designated by it.
          If option (1) is selected, a participating organization shall be appointed as manager of the Arrangement (the "Manager") and shall be responsible for maintaining records of transactions and remitting the fees payable to other participating organizations. Special procedures applicable to options (1) and (2) are set out in Subsections 639(d) and (e).
          (c) Trading Odd Lots. A Selling Arrangement may be carried out in one of two ways:
          (1) the listed securities tendered by odd lot holders must be aggregated into board lots and sold promptly by a participating organization on TSX; or
          (2) the listed securities must be sold promptly in the form of odd lots through the minimum guarantee fill system ("MGF"). In the event that odd lots are sold through the MGF the responsible Registered Trader will aggregate odd lots for resale in the normal course of his activities.
          Similarly, under a Purchase Arrangement a participating organization must promptly acquire a sufficient number of listed securities to increase an odd lot holder's holding to a full board lot either (1) by purchases by the participating organization on TSX; or (2) through the MGF.
          (d) Rules Applicable to Arrangements through Participating Organizations. The following applies to Arrangements where odd lot holders are to place orders with any participating organization (option (1) under Subsection 639(b))
          i) It is anticipated that many odd lot holders will not currently have an account with a participating organization. In order to simplify the administration of an Arrangement being effected through participating organizations new account forms are not required to be completed for odd lot holders and transactions made pursuant to an Arrangement may be effected through an omnibus account. The participating organization must maintain proper records of orders as required by TSX Rule 2-404 "Records of Orders.
          ii) If required by the listed issuer, participating organizations selling odd lots on behalf of clients under a Selling Arrangement, or purchasing listed securities under a Purchase Arrangement, shall prepare a signed statement that to the best of the knowledge of the representative of the participating organization the listed securities of each named beneficial owner sold under a Selling Arrangement constitute all of the listed securities owned by such beneficial owner and that the number of listed securities purchased under a Purchase Arrangement for each named beneficial owner is the number of listed securities required to increase each beneficial owner's holding to the level of one board lot, as the case may be, and shall keep each such statement in its files for inspection by TSX. Participating organizations are not required to disclose the names of their clients to the Manager of an Arrangement or the listed issuer.
          iii) In the event that odd lots are held in the name of a participating organization on behalf of a customer who wishes to sell his listed securities pursuant to a Selling Arrangement the participating organization shall either (A) sell such listed securities on behalf of the customer pursuant to the Arrangement, (B) provide the customer with deliverable listed securities in order to permit the customer to tender such securities to another participating organization along with a certificate stating that, to the best of the participating organization's knowledge, the customer held a stated number of listed securities as of the record date of the Arrangement, or (C) tender such listed securities to another participating organization who is willing to sell the listed securities pursuant to the Arrangement on behalf of the customer.
          iv) The Manager shall maintain records of the transactions effected by participating organizations pursuant to the Arrangement. Participating organizations shall report such transactions to the Manager on a weekly basis. The Manager shall remit the amount offered by the listed issuer per odd lot account promptly after the receipt of each weekly report. The amount receivable by each participating organization is required to be used, in its entirety, to replace or reduce the normal brokerage commissions otherwise payable by odd lot holders.
          v) The price received or to be paid for an odd lot shall be the quoted price at which the trade is executed by the participating organization. If the listed securities of an odd lot holder are sold or purchased as part of more than one board lot and different prices are received or paid, the amount remitted to the customer, or paid by the customer, shall be the average price and the confirmation must disclose that an average price has been used and must list the prices at which the trades were made.
          TSX anticipates that the Manager will advise the listed issuer concerning a reasonable fee payable per odd lot account.
          (e) Rules Applicable to Arrangements through the Listed Issuer. The following applies to Arrangements where odd lot holders are to place orders through the listed issuer or an agent designated by it (option (2) under Subsection 639(b))
          i) The listed issuer or its agent shall send orders received pursuant to the Arrangement to one or more participating organizations for execution forthwith after clearance of such orders for trading. Orders received and cleared for execution shall be placed with the participating organization no later than 12:00 p.m. on the next business day for execution on TSX. Orders may be aggregated, but not netted, by the listed issuer or its agent.
          ii) The participating organization shall execute aggregated buy or sell orders as soon as possible, subject to its discretion in fulfilling its obligation to obtain the best available price for the customer and to avoid any undue impact on such price.
          iii) The price received or to be paid for an odd lot shall be the average price received on all orders placed with the participating organization for execution on a given day, regardless of when any of such orders are executed.
          iv) In addition to the information required by Subsection 639(i), the disclosure document shall contain a statement that the price received or to be paid for an odd lot will be the average price received on all orders placed with the participating organization for execution on a given day, regardless of when any of such orders are executed. An estimate of the period of time required for mailing and clearing an order must be disclosed, and that the quoted price of the stock may change during such period.
          (f) Obligations to Odd Lot Holders. A participating organization must obtain the best price available for its customer (the odd lot holder) in executing trades pursuant to an Arrangement. Notwithstanding any financial arrangement with the listed issuer, participating organizations must satisfy their fiduciary duty to odd lot holders in accordance with this Policy and applicable law. The listed issuer shall not, directly or indirectly, influence the time, price, amount or manner of sales or purchases of odd lots. Subject to any agreement to the contrary, participating organizations may acquire or sell odd lots in principal transactions in accordance with TSX Policy 4-502 "Exposure of Client Orders" and TSX Rule 4-502 "Client Principal Trading". Participating organizations may not be a prominent influence in the market for the listed securities at a time when a principal transaction is proposed to be executed.
          (g) Security Holders Eligible to Participate. Only persons or companies who are holders of less than one board lot as defined in Part I of this Manual are eligible to participate in either type of Arrangement. The determination as to whether a person or company is the holder of an odd lot shall be made as of a record date established by the listed issuer. The record date must be prior to the public announcement of the Arrangement in accordance with Subsection 639(h) in order to ensure that board lots will not be broken up in order to participate in the Arrangement.

          An Arrangement is required to be extended to both registered holders of odd lots and beneficial owners of odd lots registered in nominee form. TSX will approve an Arrangement directed to the holders of a specific number of listed securities or less that does not include all odd lot holders where it is satisfied that holders of more than the specified number of listed securities are not disadvantaged as a result of minimum commission rates.

          TSX recognizes an exception from the requirement that either type of Arrangement be extended to all odd lot holders in the case of participants in stock ownership plans established by a listed issuer for its employees and in the case of participants in dividend reinvestment plans. Since plans of this kind are intended to promote security ownership as an incentive to employees and security holders and provide a special advantage to its participants listed issuers may wish to exclude plan participants from an Arrangement. Accordingly, a listed issuer will be permitted to exclude from an Arrangement any participant in a bonus, profit-sharing, pension, retirement, incentive, stock purchase, stock ownership, stock option or similar plan instituted for employees of the listed issuer or its subsidiaries or any participant in a dividend reinvestment plan instituted by the listed issuer.
          (h) Duration of an Arrangement. An Arrangement is required to remain open for at least thirty calendar days from acceptance by TSX in order to ensure adequate dissemination of information. An Arrangement may continue for a maximum period of ninety calendar days and may thereafter be renewed with the prior written consent of TSX for two additional thirty day periods following the expiry of the initial period. In order for TSX to consider the renewal of an Arrangement, a written request must be provided to TSX of the proposed renewal at least seven business days prior to the expiry of the previous period. (see Subsection 639(i)(iv)).
          (i) Dissemination of Information.
          i) The listed issuer shall file with TSX a copy of a draft press release announcing an Arrangement and a draft disclosure document which includes the information required under clause iii) below at least five business days before the record date. The press release shall not be issued and the disclosure document shall not be distributed to securityholders until written approval has been given by TSX.
          ii) A press release shall be issued on the first business day following the record date after written approval has been given by TSX.
          iii) Following issuance of the press release a disclosure document shall be sent by the listed issuer to each securityholder of record on the record date that holds an odd lot. Where a securityholder of record holds listed securities on behalf of other persons or companies, the listed issuer shall provide, upon the request of such holder, a sufficient number of copies for each beneficial owner of an odd lot. The disclosure document, the original of which must be signed by a duly authorized officer of the listed issuer and filed with TSX, shall include the following items of information:
          i. Name of listed issuer and the nature of the Arrangement being made available to odd lot holders.
          ii. A description of the class or classes of listed securities subject to the Arrangement and the holders eligible to participate.
          iii. A statement that: (a) the listed issuer will pay one or more participating organizations a fee to sell or purchase odd lots, as the case may be, in the open market on behalf of odd lot holders; (b) for the purpose of the Arrangement, the odd lot holder is the customer of the participating organization agreeing to sell or purchase listed securities, as the case may be, pursuant to the Arrangement, and; (c) the participating organization is required to obtain the best available price for the odd lot holder.
          iv. If applicable, state that the participating organization may purchase or sell odd lots under the Arrangement as principal in accordance with TSX requirements.
          v. The duration of the Arrangement.
          vi. The purpose of the Arrangement.
          vii. A description of the procedure that must be followed by both registered odd lot holders and beneficial owners of odd lots held in nominee form to participate in an Arrangement.
          viii. The name, address and telephone number of the department or person at the listed issuer from whom additional information may be obtained and that the odd lot holder should consider contacting his or her broker concerning the advisability of participating in the Arrangement.
          iv) See Subsection 639(e)(iv) for additional information required in the disclosure document in connection with Arrangements through the listed issuer. A request for a renewal of an Arrangement shall be accompanied by a statement of the number of listed securities previously sold or purchased, as the case may be, under the Arrangement. Upon acceptance by TSX the listed issuer shall issue a press release announcing the renewal of the Arrangement.
          (j) A listed issuer may also purchase odd lots offered in the marketplace pursuant to a normal course issuer bid implemented in accordance with Section 629.
          (k) A listed issuer may have both a Normal Course Issuer Bid, and either a Selling Arrangement, or a Purchase Arrangement, or both, in effect at the same time.

      • P. Amendments to Security Provisions

        • Sec. 640.

          Any proposed amendment to the provisions attaching to any securities other than securities which are unlisted, non-voting, non-participating and non-convertible, must be pre-cleared with TSX.

      • Q. Effect of Amendments on Existing Arrangements

        • Sec. 641. [Deleted.]

      • R. Approval of Changes in Capital Structure

        • Sec. 642.

          Decisions in respect of the application of Part V and this Part VI are made by the Listings Committee or its delegates. If an issuer is dissatisfied with a decision under Part V or Part VI, the issuer may, within 30 calendar days of the original decision, request an appeal of such decision. The matter will be considered by a minimum of one and a maximum of three senior officer(s) of TSX who were not participants in making the original decision, as determined by the Exchange. The senior officer(s) may uphold the original decision or may render a new decision. Issuers must request the appeal in writing and make written submissions in support of an appeal under this section. If after being heard, the issuer remains dissatisfied with the decision, the issuer may, within 30 calendar days of the appeal decision by the senior officer(s) of TSX, appeal the decision to a three-person panel of TSX's Board of Directors. Issuers must request the appeal in writing and make written submissions in support of an appeal to TSX's Board of Directors.

        • Sec. 643.

          [Deleted.]

    • Part VII Halting of Trading, Suspension and Delisting of Securities

      • A. General

        • Sec. 701.

          The TSX may at any time:

          (a) temporarily halt trading in any listed securities; or
          (b) suspend from trading and delist a listed issuer's securities if TSX is satisfied that:
          i) the listed issuer has failed to comply with any of the provisions of its Listing Agreement with TSX or with any other TSX requirement; or
          ii) such action is necessary in the public interest.

      • B. Halting of Trading

        • Sec. 702.

          TSX may halt trading in the securities of a listed issuer for disclosure of material information which requires immediate public disclosure under TSX's timely disclosure policy. A halt of trading is a temporary measure which will usually not last more than one hour following the dissemination of the announcement. TSX may also temporarily halt trading where such action is deemed to be in the public interest (for example, in order to maintain a fair and orderly market).

          Refer to Sections 406 to 423.8 for a description of the timely disclosure policy, including more complete information regarding trading halts.

        • Sec. 703.

          During the period when trading is halted, no TSX participating organization may execute an order in the over-the-counter market.

          Trading may also be halted when the market activity indicates that significant news appears to be available to some investors but not to the public at large, and the listed issuer either will not, or cannot, make a clarifying statement.

          If trading is halted but an announcement is not immediately forthcoming, TSX may establish a reopening time, which shall not be later than 24 hours after the time that the halt was imposed (excluding non-business days). The listed issuer is urged to make an announcement, but if it will not, TSX will issue a notice stating the reason for the trading halt, that an announcement was not immediately forthcoming and that trading will therefore resume at a specific time.

        • Sec. 704.

          Trading may also be halted due to failure by the listed issuer to comply with requirements of TSX. In some cases, such as under Section 708, a halt may be changed to a suspension or delisting.

      • C. Suspension and Delisting

        • Objective

          • Sec. 705.

            The objective of TSX's policies regarding continued listing privileges is to facilitate the maintenance of an orderly and effective auction market for securities of a wide variety of listed issuers that are actively engaged in an ongoing business, in which there is a substantial public interest, and that comply with the requirements of TSX. The policies are designed and administered in a manner consistent with that objective.

        • Application of Policy

          • Sec. 706.

            TSX has adopted certain quantitative and qualitative criteria (the "delisting criteria"), that are outlined in the following sections, under which it will normally consider the suspension from trading and delisting of securities. However, no set of criteria can effectively anticipate the unique circumstances which may arise in any given situation. Accordingly, each situation is considered individually on the basis of relevant facts and circumstances. As such, whether or not any of the delisting criteria has become applicable to a listed issuer or security, TSX may, at any time, suspend from trading and delist securities if in the opinion of TSX, such action is consistent with the objective cited above or further dealings in the securities on TSX may be prejudicial to the public interest.

        • Process

          • Sec. 707.

            TSX examines the affairs and the performance of listed issuers to ensure that they are of a standard that merits the continued listing of such companies. If as a result of such examination, TSX determines that any of the delisting criteria outlined in Sections 708 to 717 has become applicable to a listed issuer or to its securities, TSX will notify the listed issuer (by telephone or telecopied letter) and the market (by trader note and bulletin) that the listed issuer is under a delisting review.

            The delisting review process will be conducted through either the "Remedial Review Process" or the "Expedited Review Process", as follows:

            Remedial Review Process

            (a) A listed issuer that has been notified that it is under delisting review because of the applicability of any of the delisting criteria set out in Section 709, paragraphs (b) or (c) of Section 710, Section 711 or Section 712 will normally be given up to 120 days from the date of such notification (the "delisting review period") to correct the deficiencies that triggered the delisting review.

            At any time prior to the end of the delisting review period, TSX will provide the listed issuer with an opportunity to be heard where the listed issuer may present submissions to satisfy TSX that all deficiencies identified in TSX's notice have been rectified. If the listed issuer cannot satisfy TSX at the conclusion of the hearing that the deficiencies identified have been rectified and that no other delisting criteria are then applicable to the listed issuer, TSX will determine to delist the listed issuer's securities.

            Upon such determination, TSX will issue a written notice to the market to confirm the date that the delisting will be effective, which date will generally be the 30th calendar day after the issuance of such notice.

            TSX may abridge the term of the delisting review period at any time upon written notice to the listed issuer, particularly after the occurrence of any of the events described in Section 708, paragraph (a) of Section 710 or Sections 713 to 717 inclusive. In any such case, the listed issuer that is under a delisting review will be provided with an opportunity to be heard on an expedited basis where the listed issuer may present submissions as to why its securities should not be delisted. If the listed issuer cannot satisfy TSX that a delisting is unwarranted, TSX will determine to suspend the listed issuer's securities from trading as soon as practicable after such hearing and the listed issuer's securities will be delisted on the 30th calendar day after the suspension date. During the period between the suspension date and delisting date, the listed issuer remains subject to all TSX requirements, including compliance with the provisions of Sections 501 and 602, regardless of whether the listed issuer had been exempted from the requirements of Section 501 prior to suspension; or

            Expedited Review Process

            (b) A listed issuer that has been notified that it is under delisting review:
            i) because of the applicability of any of the delisting criteria in Section 708, paragraph (a) of Section 710 or Sections 713 to 716 inclusive; or
            ii) because the listed issuer has failed to meet original listing requirements by the deadline set by TSX in connection with any of the events described in Section 717; or
            iii) because TSX believes that the expedited suspension from trading and delisting of the listed issuer's securities is warranted;
            will be provided an opportunity to be heard, on an expedited basis, generally within 48 hours of notification, where the listed issuer may present submissions as to why its securities should not continue to be suspended or be suspended from trading immediately and delisted. If the listed issuer cannot satisfy TSX that a continued or an immediate suspension is unwarranted, TSX will determine to suspend or continue to suspend the listed issuer's securities from trading as soon as practicable after such hearing and the listed issuer's securities will be delisted on the 30th calendar day after the suspension date. During the period between the suspension date and delisting date, the listed issuer remains subject to all TSX requirements, including compliance with the provisions of Sections 501 and 602, regardless of whether the listed issuer had been exempted from the requirements of Section 501 prior to suspension.

      • D. Delisting Criteria

        • (1) Insolvency

          • Sec. 708.

            At such time as TSX is advised or becomes aware that a listed issuer (or any of its significant subsidiaries), has become insolvent or bankrupt or has made an assignment for the benefit of creditors; or a trustee, receiver, liquidator or monitor has been appointed for the listed issuer or for a substantial part of its assets; or bankruptcy, reorganization, creditor arrangement or protection, insolvency, liquidation, winding up or similar proceedings are instituted by or against the listed issuer under the laws of any jurisdiction, the securities of the listed issuer may, at the discretion of TSX, in accordance with Section 704, be immediately halted from trading on TSX.

        • (2) Financial Condition and/or Operating Results

          • Sec. 709.

            TSX will normally consider the delisting of securities of a listed issuer if in the opinion of TSX, the financial condition and/or operating results of the listed issuer appear to be unsatisfactory or appear not to warrant continuation of the securities on the trading list.

          • Sec. 710.

            Specifically, securities of a listed issuer may be delisted if

            All Issuers

            (a)
            (i) the listed issuer's financial condition is such that, in the opinion of TSX, it is questionable as to whether the listed issuer will be able to continue as a going concern. TSX will consider, among other things, the listed issuer's ability to meet its obligations as they come due, as well as its working capital position, quick asset position, total assets, capitalization, cash flow and earnings as well as accountants' or auditors' disclosures in financial statements regarding the listed issuer's ability to continue as a going concern; or
            ii) the listed issuer has ceased, or has expressed an intention to cease, to be actively engaged in any ongoing business; or
            iii) the listed issuer has discontinued or divested a substantial portion of its operations, thereby so reducing its business as to no longer merit continued listing; or

            Industrial Issuers

            (b) the listed issuer fails to have:
            i) total assets of at least $3,000,000; and
            ii) annual revenue from ongoing operations of at least $3,000,000 in the most recent year.
            Criteria (b)(i) and (ii) above do not apply to a research and development listed issuer; however, such a company may be delisted if it has failed to spend at least $1,000,000 on research and development, acceptable to TSX, in the most recent year; or

            Resource Issuers

            (c)
            (i) in the most recent year, the listed issuer has failed to carry out at least $350,000 of exploration and/or development work that is acceptable to TSX and has failed to generate revenue of at least $3,000,000 from the sale of resource-based commodities; or
            ii) the listed issuer does not have adequate working capital and an appropriate capital structure to carry on its business.

        • (3) Market Value and Public Distribution

          • Sec. 711.

            TSX will normally consider the delisting of securities of a listed issuer if, in the opinion of TSX, it appears that the public distribution, price, or trading activity of the securities has been so reduced as to make further dealings in the securities on TSX unwarranted.

          • Sec. 712.

            Specifically, participating securities may be delisted if:

            (a) the market value of the listed issuer's issued securities that are listed on TSX is less than $3,000,000 over any period of 30 consecutive trading days; or
            (b) the market value of the listed issuer's freely-tradable, publicly held securities is less than $2,000,000 over any period of 30 consecutive trading days; or
            (c) the number of freely-tradable, publicly held securities is less than 500,000; or
            (d) the number of public security holders, each holding a board lot or more, is less than 150.

            Non-participating securities will be subject to (b) above as well as Section 711.

        • (4) Failure To Comply With TSX Requirements & Policies

          • Listing Agreement

            • Sec. 713.

              TSX may delist the securities of a listed issuer that fails to comply with its Listing Agreement or other agreements with TSX, or fails to comply with TSX requirements and policies. Examples of failure to comply with the Listing Agreement include, but are not limited to, failure to obtain the prior consent of TSX to issue additional equity securities; failure to obtain the consent of TSX before undergoing a material change in the business if the listed issuer is subject to Section 501; and failure to comply with TSX's requirements for stock options and security based compensation arrangements.

          • Disclosure Policies

            • Sec. 714.

              TSX may delist the securities of a listed issuer that has failed to comply with TSX's Timely Disclosure policy (see Sections 406 to 423.8 and 472 to 475) or with disclosure requirements under any securities law to which the listed issuer is subject. In addition, TSX may delist the securities of a listed issuer that is engaged in the business of mineral exploration, development or production if such listed issuer has failed to comply with TSX's "Disclosure Standards for Companies Engaged in Mineral Exploration, Development & Production" (see Appendix B).

          • Payment of Fees or Charges

            • Sec. 715.

              TSX may suspend from trading and delist the securities of a listed issuer that fails or refuses to pay, when due, any fee or charge payable by the company pursuant to Exchange requirements.

          • Management

            • Sec. 716.

              TSX requires that each listed issuer must meet on an ongoing basis the management requirements relevant to its category of listing that are described in Section 311 (for Industrial Issuers), Section 316 (for Mining Issuers), Section 321 (for Oil & Gas Issuers), Section 1102 (ETPs), Section 1103 (Closed-end Funds) and Section 1104 (Structured Products). TSX may delist the securities of a listed issuer that has failed to meet such management requirements.

              Upon receipt of a Form 3 (see Section 424) from a listed issuer, or upon notice of a new insider of a listed issuer, TSX will conduct a review of the new director, officer, trustee or insider with a view to determining the suitability of such individual or entity as an insider of the listed issuer. Upon the request of TSX, listed issuers will submit a Personal Information Form (Form 4—Appendix H) for any person so requested. TSX may delist the securities of a listed issuer in the event TSX determines that such individual or entity is not suitable as an insider of the listed issuer.

              Once submitted and cleared by the Exchange, a Personal Information Form (Form 4—Appendix H) for an insider of a corporate issuer, including a person acting in a similar capacity for an ETF, is valid for a time period of three years, absent any material change in the information submitted. An insider of a corporate issuer, including a person acting in a similar capacity for an ETF, may submit a completed Declaration (Form 4B—Appendix H) in lieu of a Personal Information Form within such three year period absent any material change in the information submitted in the original Personal Information Form. For ETFs, see also Section 1101. Once submitted and cleared by the Exchange, a Personal Information Form (Form 4—Appendix H) for Non-Corporate Issuers (other than ETFs) is valid for a time period of one year, absent any material change in the information submitted. An insider of a Non-Corporate Issuers (other than ETFs) may submit a completed Declaration (Form 4B—Appendix H) in lieu of a Personal Information Form within and after such one year period absent any material change in the information submitted in the original Personal Information Form.

        • (5) Change In Business

          • Sec. 717.

            Where a listed issuer substantially discontinues its business (for example, through the sale of all or substantially all of its assets in one or more transactions) or materially changes the nature of its business (for example, through the acquisition of an interest in another business which represents the majority of the market value of the listed issuer's assets or when its board of directors approves the transaction which becomes the principal operating enterprise of the listed issuer), the listed issuer shall notify TSX following approval of the transaction by its board of directors. TSX will normally require that the listed issuer meet original listing requirements. Failure of the listed issuer to meet applicable original listing requirements may result in the delisting of its securities.

      • E. Reinstatement of Listing

        • Sec. 718.

          A listed Issuer whose securities are delisted must remedy all of the conditions which resulted in the delisting, and must meet TSX's requirements for original listing in order to qualify for reinstatement or be reconsidered for listing. The listed issuer must submit a complete listing application with the required supporting documentation and TSX will consider each application individually on the basis of all relevant facts and circumstances.

      • F. Review of Delisting Decisions

        • Sec. 719.

          Decisions in respect of the application of Part VII are made by the Continued Listings Committee, which is a subset of the Listing Committee, or its delegates. If an issuer is dissatisfied with a decision under this Part VII, after having been given an opportunity to be heard, the issuer may, within 30 calendar days of the original decision, request an appeal of such decision. However, requests to appeal delisting decisions under Section 707 must be submitted within 5 business days of the decision to ensure the appeal can be dealt with in the 30-day delisting period. The matter will be considered by a minimum of one and a maximum of three senior officer(s) of TSX, who were not participants in making the original decision, as determined by the Exchange. The senior officer(s) may uphold the original decision or may render a new decision. Issuers must request the appeal in writing and make written and/or oral submissions in support of an appeal under this section. If after being heard, the issuer remains dissatisfied with the decision, the issuer may, within 30 calendar days of the appeal decision by the senior officer(s) of TSX, appeal the decision to a three-person panel of TSX's Board of Directors. Issuers must request the appeal in writing and make written submissions in support of an appeal to TSX's Board of Directors.

      • G. Voluntary Delisting

        • Sec. 720.

          (a) A listed issuer may apply to have all or any class of its listed securities voluntarily delisted from TSX. The application should take the form of a letter addressed to TSX and should outline: (i) the reasons for the application to delist; (ii) whether security holder approval will be sought and if not, why; and (iii) the proposed date of delisting. The application should be accompanied by:
          (i) a certified copy of a resolution of the listed issuer's board of directors (or other similar body) authorizing the application to delist; and
          (ii) a draft copy of a press release to be pre-cleared by TSX, disclosing:
          1. the application to voluntarily delist, together with the reasons for the application;
          2. the anticipated date of the security holder meeting, if applicable;
          3. the satisfaction of any of the conditions set out in Subsection 720(b) below, if applicable; and
          4. the proposed delisting date.
          (b) TSX will generally require approval by the holders of the affected class or series of securities as a condition of acceptance of a voluntary delisting application for the principal equity class(es) of the listed issuer's securities, unless TSX is satisfied that:
          (i) an acceptable alternative market exists or will exist for the listed securities on or about the proposed delisting date;
          (ii) security holders have a near term liquidity event, such as a going private transaction, for which all material conditions have been satisfied and the likelihood of non-completion is remote; or
          (iii) the listed issuer is under delisting review for failure to comply with any of the delisting criteria in this Part VII of the Manual and it is unlikely that TSX will be satisfied that the deficiencies will be cured within the prescribed period.
          If, in TSX's opinion, any insider of the listed issuer has a beneficial interest, directly or indirectly, in the voluntary delisting which materially differs from other security holders, such insiders are not eligible to vote their securities in respect of the voluntary delisting. Any security holder that beneficially owns, or controls or directs, directly or indirectly 50 percent or more of the issued and outstanding securities of the affected class or series will be deemed as having an interest which materially differs from other security holders and are not eligible to vote their securities in respect of the voluntary delisting.

          TSX will also generally require security holder approval as a condition of acceptance of a voluntary delisting application for other classes of listed securities, if such securities are not convertible, exercisable or exchangeable at the holder's option into another class of listed securities.

          A draft copy of the information circular or form of written consent used to obtain security holder approval for the voluntary delisting application must be submitted to TSX for pre-clearance at least five (5) business days prior to finalization.

          The delisting date for the class of securities subject to the voluntary delisting shall not be earlier than the tenth (10th) business day following the later of: (i) dissemination of the press release pre-cleared by TSX announcing the voluntary delisting; and (ii) the issuer having obtained security holder approval for the voluntary delisting, if applicable.

      • H. Effect of Amendments on Existing Reviews and Suspensions

        • Sec. 721. [Deleted.]

    • Part VIII Fees Payable by Listed Companies

      • Sec. 801.

        All references to fees throughout the TSX Company Manual shall refer to the fees in the Listing Fee Schedule, as published by TSX from time to time.

      • Sec. 802–816. (Repealed.)


    • Part IX Dealing with the News Media

      • A. General

        • Sec. 901.

          Listed companies are frequently called upon to deal with the media in matters relating to day-to-day company developments. Generally, if given all available information, news writers will reciprocate with a straightforward reporting of the company's business. Successful companies recognize that the media provide an effective extension of their lines of communication.

        • Sec. 902.

          Many listed companies have well-organized public relations departments which effectively carry out standard company disclosure policies. While the following comments may be of interest to such companies, they will be more pertinent to companies which, because they have no such permanent staff are relatively unfamiliar with such matters. This is particularly true of newly listed companies. They may find that for the first time, as a result of the public attention which their listing now commands, they receive many more enquiries from the media.

        • Sec. 903.

          The media have demonstrated a growing awareness of the business world and have taken an increased interest in reporting on this area. It can be expected that this trend will continue. A number of Canadian daily newspapers carry company news in separate business sections. Such business sections are very significant factors in providing continuous, sound and prompt reporting of events affecting the equity markets.

        • Sec. 904.

          The broadened national coverage of financial news by the media in Canada reflects an increased public demand for financial and business information. A contributing factor to this increased public interest is a growing public participation in the equity markets, a trend which is fostered by the year-to-year growth in Canada's population.

        • Sec. 905.

          Wider coverage of financial news is made possible in part as a result of disclosure requirements now imposed on companies by stock exchanges and governments. Moreover, companies are voluntarily making such information available, because it is recognized that, in the long run, this practice is in the best interests of the company and its security holders.

      • B. Notifying the Financial Media

        • Sec. 906.

          Regardless of when an announcement involving material information is released, Market Surveillance must be advised of its content and supplied with a copy in advance of its release. Market Surveillance must also be advised of the proposed method of dissemination. Market Surveillance must be advised by telephone in advance if an announcement is ready to be made during trading hours, and submission of a written copy of the release must follow. Where an announcement is to be released after the Exchange has closed, Market Surveillance should be advised before trading opens on the next trading day. Copies may be filed through TSX SecureFile, faxed or e-mailed to Market Surveillance, at https://secure.tsx.com, (416) 646-7263, or pr@iiroc.ca, respectively.

        • Sec. 907.

          The Exchange's timely disclosure policy (Sections 406 to 423.4) makes it desirable that an officer of a company, in handling news arising from important decisions by the board of directors, leave the board meeting and contact Market Surveillance by telephone in order that the Exchange may determine whether a halt in trading is necessary prior to public release of the information. The news should then be reported to the financial media by a TSX recognized full text news service. To release information after the adjournment of the meeting may not prove to be the most satisfactory procedure.

          If possible, it is preferable to schedule meetings of boards of directors after the Exchange has closed for the day, so that disclosure can be made when the market is closed. This allows for more complete dissemination of the news, provides a greater opportunity for the investment community and the public to assess the significance of the news and minimizes the risk of misinterpretation of media coverage of the news before trading of the company's securities resumes in the market.

        • Sec. 908.

          An immediate statement containing the major points is the first objective. Additional details can follow in a news release. When several significant actions are resolved at one meeting, they should all be given immediate release, so that the total implications may be judged by the public.

          Under the Exchange's timely disclosure policy, further developments must be reported just as promptly as the original notice. Since many developments are disclosed at the proposal stage, further announcements are required when the decision is made to proceed with the development. Updates are required at least every 30 days or at a date designated for an update in the initial announcement.

        • Sec. 909.

          In addition to the requirements of the Exchange, companies should be familiar with applicable securities law relating to timely disclosure. See, for example, sections 75 and 76 of the Securities Act of Ontario.

        • News Services and Publications

          • Sec. 910.

            As a matter of routine procedure, all information of importance should be released as quickly as circumstances permit, and to as broad an audience as possible. After notification to Market Surveillance, a news release must be transmitted to the media by the quickest possible method, and by one that provides the widest dissemination possible. To ensure that the entire financial community is aware of the news at the same time, the Exchange's timely disclosure policy requires that a wire service (or combination of services) be used which provides national and simultaneous coverage of the full text of the release to the national financial press and daily newspapers that provide regular coverage of financial news, to all Participating Organizations and to all relevant regulatory bodies. If the officials of a listed company have any questions about the acceptability of a particular means of dissemination, they should contact Market Surveillance. A list of key segments of the news media can be found at: https://www.tsx.com/listings/tsx-and-tsxv-issuer-resources/tsx-issuer-resources/continuous-disclosure.

          • Sec. 911.

            A telephone call to the major dailies regarding a news release will ensure that if there is sufficient time remaining before the next edition, these papers will have an opportunity to report on the items covered by the news release.

            A telephone call to the weekly financial publications regarding news releases is a sound practice. It may be that the publication date of one or more of these publications is close to the release time of a press statement. A telephone call may make the difference as to whether coverage is immediately achieved in these publications. Coverage of a news item in the weekly financial press may be somewhat reduced if a full week elapses before a news item can be reported.

          • Sec. 912.

            Many companies notify additional news media—local newspapers, radio, television and foreign publications. The Exchange encourages this practice, provided that the main news services and key Canadian newspapers are given immediate attention.

        • Rules of Thumb for Release of Information

          • Sec. 913.

            All material company developments must be classified as subject to immediate release. This helps to eliminate any tardiness in bringing events out into the open where the public can assess them. Moreover, it avoids releases with fixed release times. It is the policy of some newspapers not to observe such restrictions.

          • Sec. 914.

            Bad news must be disclosed just as promptly and fully as good news. Unwillingness to release a negative story, a disguising of unfavourable news, or a partial release can endanger a company's reputation. Such actions may encourage the public to view all company announcements with distrust. News releases should be explicit, and should accurately reflect corporate news.

      • C. Dealing with Enquiries from Press and Public

        • Sec. 915.

          Regarding specific requests for information, not only from the press but also from security analysts, security holders, and others who have a legitimate interest in a company's business, the Exchange recommends that a listed company maintain a policy of full co-operation, even though it may seem burdensome at times.

          Such a policy builds up goodwill, and thus contributes to a positive attitude towards a company.

        • Sec. 916.

          The Exchange recommends that:

          (a) a company not give to one inquirer facts which it would not give to another; this can result in bad publicity and lasting resentment;
          (b) a company not give out facts to market analysts or individuals which it would not willingly give to the press, or make public; and
          (c) one or more key executives be delegated to speak for the company in all matters relating to the public interest; this practice helps to ensure that all disclosure is consistent and is handled capably; should the person normally giving out company information go on vacation or on a business trip, prior arrangements should be made for another qualified officer to assume his or her responsibilities.

    • Part X Special Purpose Acquisition Corporations (SPACs)

      • Scope of Policy

        Listing a SPAC on the Exchange is a two-stage process. The first stage involves the filing and clearing of an IPO prospectus, the completion of the IPO and the listing of the SPAC's securities on the Exchange. The second stage involves the identification and completion of a qualifying acquisition.

        The main headings in this Part X are:

        A. General Listing Matters
        B. Original Listing Requirements
        C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition
        D. Completion of a Qualifying Acquisition
        E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition
        F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

      • A. General Listing Matters

        • Securities to be Listed

          • Sec. 1001.

            To secure a listing of its securities on the Exchange, a SPAC must complete a listing application which, together with supporting documentation and information, must demonstrate that it is able to meet the Exchange's original listing requirements for SPACs, as detailed in Sections 1003 to 1018. The listing application, preliminary prospectus, draft escrow agreement governing the IPO proceeds and personal information forms for all insiders of the SPAC should be filed with the Exchange concurrently with the filing of the preliminary prospectus with the applicable Canadian securities regulatory authorities.

        • Exercise of Discretion

          • Sec. 1002.

            The Exchange may, in its discretion, take into account any factors it considers relevant in assessing the merits of a listing application and may grant or deny an application notwithstanding the prescribed original listing requirements. In exercising its discretion, the Exchange must be satisfied that the fundamental investor protections in this Part X are met. In addition, the Exchange will consider:

            (a) The experience and track record of the officers and directors of the SPAC;
            (b) The nature and extent of officers' and directors' compensation;
            (c) The extent of the founding securityholders' equity ownership in the SPAC, which is generally expected to be an aggregate equity interest of: (i) not less than 10% of the SPAC immediately following closing of the IPO; and (ii) not more than 20% of the SPAC immediately following closing of the IPO, taking into account the price at which the founding securities are purchased and the resulting economic dilution;
            (d) The amount of time permitted for completion of the qualifying acquisition prior to the liquidation distribution; and
            (e) The gross proceeds publicly raised under the IPO prospectus.

      • B. Original listing Requirements

        • IPO

          • Sec. 1003.

            A SPAC must, concurrently with listing on the Exchange, raise a minimum of $30,000,000 through an IPO of shares or units; if units are issued, each unit may consist of one share and no more than two share purchase warrants.

          • Sec. 1004.

            Prior to listing on the Exchange, the founding securityholders must subscribe for units, shares or warrants of the SPAC. The terms of the initial investment must be disclosed in the IPO prospectus. The founding securityholders must agree not to transfer any of their founding securities prior to the completion of a qualifying acquisition. In the event of liquidation and delisting, the founding securityholders must agree that their founding securities shall not participate in a liquidation distribution.

          • Sec. 1005.

            The shares, warrants, rights, units or other securities to be listed on the Exchange must be qualified by a prospectus receipted by the issuer's principal regulator.

        • No Operating Business

          • Sec. 1006.

            A SPAC seeking listing on the Exchange must not carry on an operating business. A SPAC may be in the process of reviewing a potential qualifying acquisition, but may not have entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that as of the date of filing, the SPAC has not entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. A SPAC may have identified a target business sector or geographic area in which to make a qualifying acquisition, provided that it discloses this information in its IPO prospectus.

        • Jurisdiction of Incorporation

          • Sec. 1007.

            The Exchange will consider the jurisdiction of incorporation of a SPAC as part of the listing application process. The Exchange recommends that SPACs seeking listing on the Exchange be incorporated under Canadian federal or provincial corporate laws. Where a SPAC is incorporated under laws outside of Canada and wishes to list on the Exchange, the Exchange recommends that it obtain a preliminary opinion as to whether the jurisdiction of incorporation is acceptable to the Exchange.

        • Capital Structure

          • Sec. 1008.

            A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

            (a) the security provisions must contain:
            (i) a redemption (or substantially similar) feature, pursuant to which shareholders (other than founding securityholders in respect of their founding securities) may, in the event such qualifying acquisition is completed within the time frame set out in Section 1022, elect that each share held be redeemed for an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the exercise of the redemption right), divided by (2) the aggregate number of shares then outstanding, excluding founding securities and
            (ii) a liquidation distribution (or substantially similar) feature, pursuant to which shareholders (other than the founding securityholders in respect of their founding securities) must, if the qualifying acquisition is not completed within the permitted time set out in Section 1022, be entitled to receive, for each share held, an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the liquidation distribution), divided by (2) the aggregate number of shares then outstanding excluding the founding securities.
            Notwithstanding the foregoing, the SPAC may establish a limit as to the maximum number of shares with respect to which a shareholder, together with any affiliates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (i) may not be set at lower than 15% of the shares sold in the IPO; and (ii) is disclosed in the IPO prospectus. For greater certainty, any redemption limit established by a SPAC must apply equally to all shareholders entitled to a redemption right.
            Exchange discretion with respect to the requirements of this Subsection may only be exercised after discussions with, and the concurrence of, the OSC.
            (b) in addition to Section 1008(a) where units are issued in the IPO:
            (i) the share purchase warrants must not be exercisable prior to the completion of the qualifying acquisition;
            (ii) the share purchase warrants must expire on the earlier of: (x) a date specified in the IPO prospectus and (y) the date on which the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022; and
            (iii) share purchase warrants may not have an entitlement to the escrowed funds upon liquidation of the SPAC.

        • Prohibition of Debt Financing

          • Sec. 1009.

            The SPAC shall not be permitted to obtain any form of debt financing (excluding ordinary course short term trade or accounts payables) other than contemporaneous with, or after, completion of its qualifying acquisition. A credit facility may be entered into prior to completion of a qualifying acquisition, but may only be drawn down contemporaneous with, or after, completion of a qualifying acquisition.

            Despite the foregoing, a SPAC may obtain unsecured loans on reasonable commercial terms, including from founding securityholders or their affiliates, up to a maximum aggregate principal amount equal to 10% of the funds escrowed under Section 1010 repayable in cash no earlier than the closing of the qualifying acquisition, provided that (1) such limit is disclosed in the IPO prospectus; and (2) any such debt financing obtained by the SPAC shall not have recourse against the escrowed funds.

            Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that it will not obtain any form of debt financing other than in accordance with this Section 1009.

          • Use of Proceeds Raised in the IPO and Escrow Requirements

            • Sec. 1010.

              Immediately upon listing on the Exchange, a SPAC must place at least 90% of the gross proceeds raised in its IPO; and the underwriter's deferred commissions (in accordance with Section 1013), in escrow with an escrow agent acceptable to the Exchange. The following entities, if Canadian, are examples of the types of escrow agents that are acceptable to the Exchange: trust companies, financial institutions and law firms.

            • Sec. 1011.

              The escrow agent must invest the escrowed funds in permitted investments. The SPAC must disclose the proposed nature of this investment in its IPO prospectus, as well as any intended use of the interest or other proceeds earned on the escrowed funds from the permitted investments.

            • Sec. 1012.

              The escrow agreement governing the escrowed funds must provide for:

              (a) the termination of the escrow and release of the escrowed funds on a pro rata basis to shareholders who exercise their redemption rights in accordance with Section 1008(a)(i) and the remaining escrowed funds to the SPAC if the SPAC completes a qualifying acquisition within the permitted time set out in Section 1022; and
              (b) the termination of the escrow and the distribution of the escrowed funds to shareholders (other than the founding securityholders in respect of their founding securities) in accordance with the terms of Sections 1031 to 1033 if the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022.

              In accordance with Section 1001, a draft of the escrow agreement must be submitted to the Exchange for pre-clearance.

            • Sec. 1013.

              The underwriters must agree to defer and deposit a minimum of 50% of their commissions from the IPO as part of the escrowed funds. The deferred commissions will only be released to the underwriters upon completion of a qualifying acquisition within the permitted time set out in Section 1022. If the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the deferred commissions placed in escrow will be distributed to the holders of the applicable shares as part of the liquidation distribution. Shareholders exercising their redemption rights will be entitled to their pro rata portion of the escrowed funds including any deferred commissions.

            • Sec. 1014.

              The proceeds from the IPO that are not placed in escrow and interest or other proceeds earned on the escrowed funds from permitted investments may be applied as payment for administrative expenses incurred by the SPAC in connection with the IPO, for general working capital expenses and for the identification and completion of a qualifying acquisition.

          • Public Distribution

            • Sec. 1015.

              A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

              (a) at least 1,000,000 freely tradeable securities are held by public holders;
              (b) the aggregate market value of the securities held by public holders is at least $30,000,000; and
              (c) at least 150 public holders of securities, holding at least one board lot each.

          • Pricing

            • Sec. 1016.

              A SPAC seeking listing on the Exchange must issue securities pursuant to the IPO for a minimum price of $2.00 per share or unit.

          • Other Requirements

            • Sec. 1017.

              In connection with its original listing, a SPAC will be subject to the following Sections of this Manual:

              (a) Section 325 - Management
              (b) Section 327 - Escrow Requirements
              (c) Section 328 - Restricted Shares
              (d) Sections 338-351 - The Listing Application Procedure
              (e) Sections 352-356 - Approval of Listing and Posting Securities
              (f) Sections 358-359 - Public Availability of Documents
              (g) Section 360 - Provincial Securities Laws

            • Sec. 1018.

              A SPAC seeking a listing on the Exchange will not be permitted to adopt a security based compensation arrangement prior to the completion of a qualifying acquisition.

      • C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition

        • Additional Equity by way of Rights Offering Only

          • Sec. 1019.

            Prior to completion of a qualifying acquisition, the Exchange will permit a listed SPAC to raise additional funds pursuant to the issuance or potential issuance of equity securities from treasury provided that: (i) the issuance is by way of rights offering in accordance with the requirements in Part VI of this Manual and (ii) at least 90% of the funds raised are placed in escrow in accordance with the provisions of Sections 1010 to 1014. Contemporaneous with or following completion of a qualifying acquisition, a listed SPAC may raise additional funds in accordance with Part VI of this Manual.

          • Sec. 1020.

            The Exchange will only permit a listed SPAC to raise additional funds pursuant to the issuance or potential issuance of equity securities from treasury pursuant to Section 1019 to fund a qualifying acquisition and/or administrative expenses of the SPAC.

        • Other Requirements

          • Sec. 1021.

            Prior to completion of its qualifying acquisition, in addition to this Part X, a listed SPAC will be subject to the following Parts of this Manual:

            (a) Parts IV and V, other than Section 464 in respect of the requirement to hold an annual meeting provided that an annual update is disseminated via press release and available on the SPAC's website;
            (b) Part VI, other than:
            1. Section 624(h) in respect of the requirement to provide at least 21 days' notice in advance of a shareholders' meeting to holders of Restricted Securities;
            2. Section 624(l) in respect of the requirement of certain take-over protective provisions, also referred to as coat-tail provisions; and
            3. Section 624(m) in respect of the prohibition on the issuance of shares with greater voting rights than any listed shares for the issuance of the founding securities.

            Until completion of a qualifying acquisition, a listed SPAC may only issue and make equity securities issuable in accordance with Sections 1019 to 1020. Security based compensation arrangements may not be adopted until completion of a qualifying acquisition;

            (c) Part VII with the exception of Subsections 710(a)(ii) and 710(a)(iii);
            (d) Part IX; and
            (e) Applicable listing fees and forms.

      • D. Completion of a Qualifying Acquisition

        • Permitted Time for Completion of a Qualifying Acquisition

          • Sec. 1022.

            A SPAC must complete a qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus. Where the qualifying acquisition is comprised of more than one acquisition, the SPAC must complete each of the acquisitions comprising the qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus, in addition to meeting the requirements of Section 1023.

        • Fair Market Value of a Qualifying Acquisition

          • Sec. 1023.

            The businesses or assets forming the qualifying acquisition must have an aggregate fair market value equal to at least 80% of the aggregate amount then on deposit in the escrow account, excluding deferred underwriting commissions held in escrow and any taxes payable on the income earned on the escrowed funds. Where the qualifying acquisition is comprised of more than one acquisition, and the multiple acquisitions are required to satisfy the aggregate fair market value of a qualifying acquisition, these acquisitions must close concurrently and within the time frame in Section 1022.

        • Shareholder and Other Approvals

          • Sec. 1024.

            The qualifying acquisition must be approved by: (i) a majority of directors unrelated to the qualifying acquisition; and (ii) a majority of the votes cast by shareholders of the SPAC at a meeting duly called for that purpose. Shareholder approval of the qualifying acquisition is not required where the SPAC has placed at least 100% of the gross proceeds raised in its IPO and any additional equity raised pursuant to Section 1019 in escrow in accordance with Section 1010. The shareholder approval requirements set out in Parts V and VI of the Manual will not apply to transactions concurrently effected with the qualifying acquisition, provided that they are disclosed in the prospectus for the resulting issuer and shareholder approval is not otherwise required for the qualifying acquisition. Where the qualifying acquisition is comprised of more than one acquisition, each acquisition must be approved.

          • Sec. 1025.

            The SPAC's IPO prospectus must disclose whether shareholder approval will be required as a condition of the completion of the qualifying acquisition and the shareholders entitled to vote upon the matter. If a qualifying acquisition is subject to shareholder approval, the SPAC must prepare an information circular containing prospectus level disclosure of the resulting issuer assuming completion of the qualifying acquisition. This information circular must be submitted to the Exchange for pre-clearance prior to distribution.

          • Sec. 1026.

            The SPAC may impose additional conditions on the completion of a qualifying acquisition, provided that the conditions are described in the prospectus or information circular describing the qualifying acquisition. For example, the SPAC may impose a condition not to proceed with a proposed qualifying acquisition if more than a pre-determined percentage of public shareholders exercise their redemption rights.

          • Sec. 1027.

            In accordance with Section 1008, holders of shares (other than founding securityholders in respect of their founding securities) must be entitled to redeem their shares for their pro rata portion of the escrowed funds in the event that the qualifying acquisition is completed. Subject to applicable laws, shareholders who exercise their redemption rights shall be paid within 30 calendar days of completion of the qualifying acquisition and such redeemed shares shall be cancelled.

        • Prospectus Requirement for Qualifying Acquisition

          • Sec. 1028.

            The SPAC must prepare and file a prospectus containing disclosure regarding the SPAC and its proposed qualifying acquisition with the Canadian securities regulatory authority in each jurisdiction in which the SPAC and the resulting issuer is and will be a reporting issuer assuming completion of the qualifying acquisition and, if applicable, in the jurisdiction in which the head office of the resulting issuer assuming completion of the qualifying acquisition is located in Canada. Completion of the qualifying acquisition without a receipt for the final prospectus will result in the delisting of the SPAC.

            If a qualifying acquisition is subject to shareholder approval, the SPAC must obtain a receipt for its final prospectus from the applicable securities regulatory authorities prior to mailing the information circular described in Section 1025.

            If a qualifying acquisition is not subject to shareholder approval, the SPAC must: (i) mail a notice of redemption to shareholders and make its final prospectus publicly available on its website at least 21 days prior to the deadline for redemption; and (ii) send by prepaid mail or otherwise deliver the prospectus to shareholders no later than midnight (Toronto time) on the second business day prior to the deadline for redemption, which delivery may be effected electronically in compliance with National Policy 11-201 – Electronic Delivery of Document. The notice of redemption must be pre-cleared by TSX prior to mailing.

            Exchange discretion with respect to the requirements of this Section may only be exercised after discussions with, and the concurrence of, the OSC.

        • Exchange Approval

          • Sec. 1029.

            The issuer resulting from the completion of the qualifying acquisition by the SPAC must meet the Exchange's original listing requirements set out in Part III of this Manual. The Exchange will provide the issuer with up to 180 days from the completion of the qualifying acquisition to provide evidence that it meets the Public Distribution Requirements set out in Section 315, failing which the issuer will generally be put under a remedial delisting review as described in Part VII.

            Failure to obtain the Exchange's approval of the listing of the resulting issuer prior to the completion of the qualifying acquisition will result in the delisting of the SPAC. For greater certainty, a qualifying acquisition may include a merger or other reorganization or an acquisition of the SPAC by a third party.

        • Escrow Requirements

          • Sec. 1030.

            Upon completion of the qualifying acquisition, the resulting issuer shall be subject to the Exchange's Escrow Policy.

      • E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition

        • Sec. 1031.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, subject to applicable laws, it must complete a liquidation distribution within 30 calendar days after the end of such permitted time, pursuant to which the escrowed funds must be distributed to the holders of shares (other than founding securityholders in respect of their founding securities) on a pro rata basis, and in accordance with Section 1032.

        • Sec. 1032.

          In accordance with Section 1004, the founding securityholders may not participate in any liquidation (or redemption) distribution with respect to any of their founding securities. In addition, in accordance with Section 1013, all deferred underwriter commissions held in escrow will be part of the liquidation (or redemption) distribution. A liquidation (or redemption) distribution therefore includes the minimum of 90% of the gross proceeds raised in the IPO, as required under Section 1010 and 50% of the underwriters' commissions as described in this Section. Any interest or other proceeds earned through permitted investments that remains in escrow shall also be part of the liquidation (or redemption) distribution. The amount distributed on a liquidation distribution shall however be net of any applicable taxes and direct expenses related to the liquidation distribution.

        • Sec. 1033.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the Exchange will delist the SPAC's securities on or about the date on which the liquidation distribution is completed.

      • F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

        • Sec. 1034.

          Once a qualifying acquisition has been completed, the resulting issuer will be subject to all continued listing requirements in this Manual without exception.

    • Part XI Requirements Applicable to Non-Corporate Issuers

      This section sets out the requirements that are specifically applicable to Non-Corporate Issuers.

      In addition to the specific requirements outlined in this Part XI, Non-Corporate Issuers must also comply with the following sections of the Manual:

      Part IV—MAINTAINING A LISTING

      All Sections, other than Shareholders' Meeting and Proxy Solicitation (Sections 455465) and Website Disclosure of Security Holder Information (Section 473).
      Part VI—CHANGES IN CAPITAL STRUCTURE
      (A) Discretion (Section 603), Security Holder Approval (Section 604), Changes in Issued Securities (Section 605)
      (C) Security Based Compensation Arrangements (Section 613)
      (E) Additional Listings (Section 617.1)
      (F) Substitutional Listings (Sections 618622)
      (I) Redemption of Listed Securities (Section 625)
      (L) Normal Course Issuer Bids (Sections 628629)
      Part VII—HALTING, SUSPENSION AND DELISTING

      All Sections, other than Market Value and Public Distribution (Section 712)
      Part IX—DEALING WITH THE NEWS MEDIA

      All Sections

      • A. Original Listing Requirements

        • Sec. 1101. Introduction

          This section outlines the minimum listing requirements for each of ETPs (Section 1102), Closed-end Funds (Section 1103) and Structured Products (Section 1104), as defined under Part I of the Manual.

          The Exchange generally expects that an original listing application of a Non-Corporate Issuer will be accompanied by a prospectus which will be concurrently or has been recently filed with the OSC. The Exchange recommends that prospective applicants without a prospectus obtain a preliminary opinion from TSX as to their eligibility for listing.

          These minimum listing requirements should be read in conjunction with the Section 325, which sets out the Exchange's requirements regarding the quality of management.

          These minimum listing criteria have been designed as guidelines and the Exchange reserves the right to exercise its discretion in applying them. This discretion may well take into consideration facts or situations unique to a particular applicant, resulting in the granting or denial of a listing application notwithstanding the published criteria.

          The Exchange will also take into consideration an applicant's status regarding compliance with the requirements of other regulatory agencies. In addition, the Exchange must be satisfied that an applicant is in compliance with Exchange policies applicable to listed issuers, including policies described in Part III, except in the case of ETFs in respect of the requirement to provide Personal Information Forms for each insider of the ETF under Section 339. For ETFs, the Exchange will require Personal Information Forms only from each insider of an ETF manager. Absent any material change in the information submitted in the original Personal Information Form, an insider of an ETF manager does not need to file a new Personal Information Form or Declaration for so long as he or she remains associated with the same ETF manager to which the original Personal Information Form relates. The Exchange may require Personal Information Forms from any individual associated with the ETF, as the Exchange determines appropriate.

          Please refer to Sections 338 to 360 for the Listing Application Procedure.

        • Sec. 1102. Requirements for ETPs

          (a) Minimum market capitalization. Initial public offering or market value of freely tradeable securities to be listed of at least $1,000,000;
          (b) NAV. NAV must be calculated no less frequently than each trading day and be made available on a publicly accessible website; and
          (c) Management. If the ETP is not issued by a Financial Institution, the ETP or its Manager must have a CEO, CFO (who is not also the CEO), Secretary and an IRC. The ETP or its Manager must have adequate and appropriate experience in the asset management industry and with listed issuers, as determined by the Exchange. For ETPs issued by Financial Institutions, individuals responsible for day-to-day management and operations of the ETP must be identified. TSX must be satisfied that management of the ETP, the Manager or the individuals designated by the Financial Institution will fulfill the requirements of Section 325 of the Manual.

        • Sec. 1103. Requirements for Closed-end Funds

          (a) Minimum market capitalization. Initial public offering or market value of freely tradeable securities to be listed of at least $10,000,000;
          (b) NAV. NAV must be calculated no less frequently than required under applicable securities law and be made available on a publicly accessible website;
          (c) Public distribution. At least 1,000,000 freely tradable securities must be held by at least 300 public holders, each holding one board lot or more; and
          (d) Management. The Closed-end Fund or its Manager must have a CEO, CFO (who is not also the CEO), a Secretary and an IRC. The Manager must have adequate and appropriate experience in the asset management industry and with listed issuers, as determined by the Exchange. TSX must be satisfied that management of the Manager will fulfill the requirements of Section 325 of the Manual.

        • Sec. 1104. Requirements for Structured Products

          (a) Minimum market capitalization. Initial public offering or market value of freely tradeable securities to be listed of at least $1,000,000;
          (b) NAV. NAV must be calculated no less frequently than weekly and be made available on a publicly accessible website; and
          (c) Management. If the Structured Product is not issued by a Financial Institution, the issuer or its Manager must have at least two independent directors, a CEO, CFO (who is not the CEO), and a Secretary. The Manager must have adequate and appropriate experience in the asset management industry and with listed issuers, as determined by the Exchange. For Structured Products issued by Financial Institutions, individuals responsible for the management and day-to-day operations of the Structured Product must be identified. TSX must be satisfied that management of the Manager or the individuals designated by the Financial Institution will fulfill the requirements of Section 325 of the Manual.

          Prior to filing a listing application, the Exchange recommends that issuers other than Financial Institutions proposing to list Structured Products obtain a preliminary opinion as to the eligibility for listing.

        • Sec. 1105. Listing Related Procedures

          Please refer to Sections 338 to 360.

      • B. Changes in Capital Structure

        • Sec. 1106. General

          (a) ETPs

          Every listed ETP shall immediately notify the Exchange in writing of any transaction involving the issuance or potential issuance of any new class of securities that is convertible into a listed class of securities. ETPs are not required to provide prior notification to the Exchange of the issuance or potential issuance of listed securities offered on a continuous basis.
          (b) Closed-end Funds and Structured Products

          Every listed Closed-end Fund and Structured Product shall immediately notify the Exchange in writing of any transaction involving the issuance or potential issuance of any securities other than unlisted, non-voting, non-participating securities.

        • Sec. 1107. Additional Listings

          (a) ETPs
          (i) The creation of any securities of an ETP must be effected in accordance with its constating documents and National Instrument 81-102—Investment Funds, if applicable; and
          (ii) ETPs must provide the Exchange on a monthly basis a Form 1—Change in Outstanding and Reserved Securities and on a quarterly basis either (A) an opinion of counsel that all securities issued during the previous quarter have been validly issued as fully paid and non-assessable securities of the ETP, or (B) if the ETP's governing corporate law and/or constating documents include a provision stating that all securities must be issued as fully-paid and non-assessable, a certificate of a senior officer confirming the number of securities of the ETP created and reported to the Exchange in the previous quarter and that full consideration for such securities was received prior to or concurrently with their issuance.
          (b) Closed-end Funds and Structured Products
          (i) A Closed-end Fund or Structured Product may not proceed with a Subsection 1106(b) transaction unless accepted by TSX. Failure to comply with this provision may result in the suspension and delisting of the listed issuer's listed securities (see Part VII of this Manual).
          (ii) TSX will advise the Closed-end Fund or Structured Product in writing generally within seven (7) business days of receipt by TSX of the notification required under Subsection 1106(b), of its decision to accept or not to accept the notice, indicating any conditions of acceptance or its reasons for non-acceptance. Further information or documentation may be requested before TSX decides to accept or not accept notice of a transaction. In reviewing the transaction described in the notice, TSX will consider the applicable provisions of this Manual.
          (iii) Where a Closed-end Fund or Structured Product proposes to enter into transaction which requires notification under Subsection 1106(b), any public announcement of the transaction must disclose that the transaction is subject to TSX acceptance or approval.
          (iv) The issuance of additional listed securities must yield net proceeds per security to the issuer of no less than 100% of the most recently calculated NAV per security, calculated prior to the pricing of such issuance, other than distributions to all security holders on a pro rata basis. All transactions must close within 30 days of the pricing of such issuance.
          (v) Closed-end Funds and Structured Products must notify the Exchange whether an "if, as, and when issued" market may be requested.

        • Sec. 1108. Supplemental Listings

          An ETP or Closed-end Fund proposing to list securities of a class that is not already listed should apply for the listing by letter addressed to TSX. The letter must be accompanied by one copy of the preliminary prospectus describing the provisions of the securities. The Exchange recommends that ETPs and Closed-end Funds without a preliminary prospectus contact the Exchange to obtain a preliminary opinion as to the eligibility to list the supplemental securities.

          Structured Product issuers proposing to list securities of a class that is not already listed will be considered under original listing requirements set out in Section 1104, other than the Management requirements in Subsection 1104(c).

          If TSX conditionally approves the listing of the securities:

          (i) This fact may be disclosed in the final prospectus or in other documents, in accordance with Section 346, and TSX will so advise the securities regulatory authorities.
          (ii) The following documents must be filed with TSX within ninety (90) days of its conditional acceptance of the supplemental listing (or within such later time as TSX may stipulate):
          (1) a notarial or certified copy of the resolution of the board of directors (or equivalent body) of the ETP, Closed-end Fund or the Manager (as the case may be) authorizing the application to list the securities;
          (2) a notarial or certified copy of the amended declaration of trust or equivalent document, giving effect to the creation of the securities;
          (3) one commercial copy of the final prospectus, or other offering document, if applicable;
          (4) an opinion of counsel that the securities to be listed have been validly created in accordance with applicable law and that the securities are validly issued as fully paid and non-assessable;
          (5) a definitive specimen of the generic or customized security certificate, if any, in accordance with the requirements set out in Appendix D;
          (6) a copy of the unqualified letter of confirmation from CDS disclosing the CUSIP number assigned to the securities (see Section 350); and
          (7) for Closed-end Funds, evidence of satisfactory distribution of the securities to be listed, which evidence may take the form of a letter from the underwriters/agents setting out the anticipated distribution of the securities based on the subscriptions received as of the date of the letter and that, at the time of listing, the distribution requirements set out in Section 1108(b)(i) or (ii) will be met.
          (a) ETPs
          (i) If the new class of securities to be listed is convertible into a currently listed class of securities, the number of securities of the new class must be not less than the minimum prescribed number of units determined by the Manager.
          (ii) If the new class of securities to be listed is not convertible into a currently listed class of securities, the minimum original listing requirements for ETPs found in Subsections 1102 (a) and (b) apply.
          In the case of the listing of securities being offered to the public, the listing may take place prior to the closing of the offering, at the listed issuer's request. TSX staff will advise the listed issuer of the requirements in this regard. Any trading that takes place prior to closing will be on an "if, as and when issued" basis.
          (b) Closed-end Funds
          (i) If the new class of securities to be listed is convertible into a currently listed class of securities: (1) the market value of the securities of the new class listed must not be less than $2,000,000; and (2) at least 100,000 freely tradeable securities must be held by at least 100 public holders, each holding one board lot or more.
          (ii) If the new class of securities to be listed is not convertible into a currently listed class of securities, the minimum original listing requirements for Closed-end Funds in Subsections 1103 (a), (b) and (c) apply.
          In the case of the listing of securities being offered to the public, the listing may take place prior to the closing of the offering, at the listed issuer's request. TSX staff will advise the listed issuer of the requirements in this regard. Any trading that takes place prior to closing will be on an "if, as and when issued" basis.

        • Sec. 1109. Dividends and Other Distributions

          Refer to Sections 428 to 435 of the Manual for the requirements applicable to dividends and other distributions.

        • Sec. 1110. Management Fees

          Any management fees payable in respect of a Non-Corporate Issuer providing for an issuance of securities from treasury will be subject to the requirements of Section 613 of the Manual.

        • Sec. 1111. Security Holder Approval for Amendments

          For ETPs and Closed-end Funds, in addition to the matters requiring security holder approval pursuant to Section 5.1 of NI 81-102—Investment Funds and as otherwise required by the Manual, the Exchange may require security holder approval for:

          (i) any amendments to the constating documents (or their equivalent) that are not covered by the amendment provisions of such documents and that may materially affect the rights of security holders; and,
          (ii) the extension of an ETP or Closed-end Fund beyond the originally contemplated termination date, unless security holders are provided with: (a) the opportunity to redeem securities at NAV within three (3) months of the originally contemplated termination date; and (b) notice of the extension at least thirty (30) days prior to the redemption deadline.

        • Sec. 1112. Termination / Voluntary Delisting

          Unless a Non-Corporate Issuer has a fixed termination date, the Non-Corporate Issuer must provide security holders with at least 30 days' notice prior to termination.

          A Non-Corporate Issuer wishing to have all or any class of its listed securities voluntarily delisted from TSX should refer to Section 720 of the Manual.

        • Sec. 1113. Preclearance of Materials with the Exchange

          Non-Corporate Issuers must pre-clear any information circulars and other materials related to corporate actions sent to security holders at least five business days in advance of finalization of the materials.

        • Sec. 1114. Continued Listing Requirements

          Please refer to Part VII of the Manual. All of Part VII of the Manual applies to Non-Corporate Issuers, except for (D)—Delisting Criteria (Section 712).

          The securities of Closed-end Fund may be suspended or delisted if:

          (i) the market value of its securities listed on TSX is less than $3,000,000 over any period of 30 consecutive trading days;
          (ii) the number of freely-tradable, publicly held securities is less than 500,000; or
          (iii) the number of public security holders, each holding a board lot or more, is less than 150.

          The securities of an ETP or Structured Product may be suspended or delisted if, in the opinion of the Exchange, the continued listing of such securities would not be consistent with preserving the overall quality of the market. In making its determination, the Exchange will consider factors about the securities, including the following and any other relevant considerations:

          (i) the level of trading;
          (ii) the market value;
          (iii) in the case of an ETF, the absence of a designated broker;
          (iv) in the case of a Structured Product, where the Financial Institution (or other similar institution) that has issued the Structured Product has ceased to act as a market maker for the Structured Product; and
          (v) the bid and ask spread.

          No set of criteria can effectively anticipate the unique circumstances which may arise in any given situation. Accordingly, each situation is considered individually on the basis of relevant facts and circumstances. As such whether or not any of the delisting criteria has become applicable to a listed issuer or security, TSX may, at any time, suspend from trading and delist securities if, in the opinion of TSX, such action is consistent with the objective cited above or further dealings in the securities on TSX may be prejudicial to the public interest.

    • Provisions Respecting Conflict of Interest and Competitors of TMX Group Limited

      • General

        Toronto Stock Exchange ("TSX") is recognized as a stock exchange by the Ontario Securities Commission ("OSC") under a recognition order which contains certain terms and conditions (the "Recognition Order"). TSX is operated by TSX Inc. which is a wholly-owned subsidiary of TMX Group Limited ("TMX Group") (formerly Maple Group Acquisition Corporation). The Recognition Order has certain special listing-related conditions to ensure TSX follows appropriate standards and procedures with respect to the initial and continued listing of a TMX Group entity and Competitors of TMX Group (as defined below). These procedures require TSX to provide the following disclosure on its website and in the Toronto Stock Exchange Company Manual.

      • Definition of Competitor

        For the purposes of these provisions, "Competitor" means any person, the consolidated business and operations or the disclosed business plans of which are in competition, to a significant extent, with the listing functions, trading functions, market data services, clearing and settlement functions or other material line of business of TMX Group or its affiliates.

      • Conflicts Committee

        TSX has established a Conflicts Committee to review any matters brought before it regarding a conflict of interest or potential conflict of interest relating to a TMX Group entity's listing on TSX or the initial listing or continued listing of Competitors on TSX.

      • Referrals to Director of the OSC

        Where a Competitor certifies to TSX that information required to be disclosed to the Conflicts Committee or in connection with an initial listing or continued listing matter of the Competitor is competitively sensitive and the disclosure of that information would in its reasonable view put it at a competitive disadvantage with respect to TMX Group, TSX will refer the matter to the OSC's Director, Market Regulation requesting that the Director review issues relating to the competitively sensitive information. The Conflicts Committee will consider all other aspects of the matter in accordance with the listing-related conditions.

        If at any time a Competitor believes it is not being treated fairly by TSX as a result of TSX being in a conflict of interest position, TSX will refer the matter to the OSC's Director, Market Regulation.

      • Waiver by Competitor

        In any initial listing or continued listing matter of a Competitor, the Competitor may waive the application of the listing-related conditions by providing a written waiver to TSX and the OSC's Director, Market Regulation. Where a waiver is provided, TSX will deal with the initial listing or continued listing matter in the ordinary course as if no conflict of interest exists.

      • Listing-Related Procedures

        A complete copy of the listing-related procedures is attached.

      • TSX Inc. Listing-Related Conflicts Policy

        • 1. Definitions and Interpretation

          1.1 For purposes of this Listing-Related Conflicts Policy (the "Policy"):

          "affiliated entity" has the meaning ascribed to it in the Order;

          "Competitor" means any person, the consolidated business and operations or the disclosed business plans of which are in competition, to a significant extent, with the listing functions, trading functions, market data services, clearing and settlement functions, or other material lines of business of TMX Group or its affiliated entities;

          "Commission" means the Ontario Securities Commission;

          "exchange" means a TMX recognized exchange (as such term is defined in section 1(a) of Schedule 2 to the Order) that has a listings business;

          "Order" means the varied and restated order of the Commission dated April 24, 2015 recognizing each of TMX Group Limited, TMX Group Inc., TSX Inc., Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. as exchanges pursuant to section 21 of the Securities Act (Ontario), as amended from time to time;

          "TMX Group" means TMX Group Limited; and

          "TMX entity" means TMX Group or any of TMX Group's affiliated entities.
          1.2 For the purposes of this Policy, an individual is independent if the individual is independent as defined in section 1(b) of Schedule 2 to the Order.
          1.3 For the purposes of this Policy, an individual is unrelated to original Maple shareholders if the individual is unrelated to original Maple shareholders as defined in section 1(c) of Schedule 2 to the Order.

        • 2. Underlying Principles

          2.1 Each exchange shall report to the Commission certain matters provided for in this Policy regarding TMX Group or certain other issuers listed on that exchange that raise issues of conflict of interest or potential conflict of interest for that exchange.
          2.2 The purpose of this Policy is to ensure that each exchange follows appropriate standards and procedures regarding the initial and continued listing of a TMX entity and Competitors, to ensure that a TMX entity is dealt with appropriately in relation to, and Competitors are treated fairly and not disadvantaged by, the listing of a TMX entity on that exchange.

        • 3. Initial Listing Arrangements

          3.1 To the extent not completed prior to the date of the Order, the exchange shall review, in accordance with its procedures, the initial listing application of a TMX entity. The exchange shall provide a copy of the application to the Commission's Director, Corporate Finance at the same time that the application is filed with the exchange.
          3.2 On completing its review of the application and after allowing the TMX entity to address any deficiencies noted by the exchange, the exchange shall provide a summary report to the Commission's Director, Corporate Finance, with its recommendation for listing approval, if made. The summary report shall provide details of any aspects of the application that were atypical as well as any issues raised in the process that required the exercise of discretion by the exchange. Any related staff memoranda, analysis, recommendations and decisions not included in the summary report shall be attached for review by the Commission's Director, Corporate Finance. If requested, a copy of the exchange's current listing manual shall also be provided to the Commission's Director, Corporate Finance.
          3.3 The Commission's Director, Corporate Finance shall have the right to approve or disapprove the initial listing of the TMX entity. In the event of disapproval, the TMX entity shall have the opportunity to address the concerns of the Commission's Director, Corporate Finance and may resubmit an amended application for listing, or amended parts thereof, to the exchange. The exchange shall provide a revised summary report and any new materials to the Commission's Director, Corporate Finance in accordance with section 3.2, along with a copy of the amended application.

        • 4. Conflicts Committee

          4.1 The exchange has established and shall continue to maintain a committee ("Conflicts Committee") that shall review any matters brought before it regarding a conflict of interest or potential conflict of interest relating to a TMX entity's listing on an exchange or the initial or continued listing of Competitors on an exchange (each, a "Conflicts Committee Matter") as follows:
          (a) matters relating to the continued listing of a TMX entity or a Competitor or of a listing of a different class or series of securities of a TMX entity or a Competitor from a class or series already listed;
          (b) any applications for exemptive relief or applications for approval made by a TMX entity or a Competitor to the exchange;
          (c) any other requests to the exchange made by a TMX entity or a Competitor that require an exercise of discretion by the exchange; and
          (d) any listings matter related to an issuer listed on an exchange or listing applicant that asserts that it is a Competitor.
          4.2 Notwithstanding section 4.1, where a Competitor certifies to the exchange that information required to be disclosed to the Conflicts Committee or to the exchange in connection with an initial listing or continued listing matter of the Competitor is competitively sensitive and the disclosure of that information would, in its reasonable view, put it at a competitive disadvantage with respect to a TMX entity, the exchange shall refer the matter to the Commission's Director, Market Regulation requesting that the Commission's Director, Market Regulation review issues relating to the competitively sensitive information. The Conflicts Committee shall consider all other aspects of the matter in accordance with the procedures set out in section 4.8. In addition, at any time that a Competitor believes that it is not being treated fairly by the exchange as a result of the exchange being in a conflict of interest position, the exchange shall refer the matter to the Commission's Director, Market Regulation.
          4.3 In any initial listing or continued listing matter of a Competitor, the Competitor may waive the application of this Policy by providing a written waiver to the exchange and the Commission's Director, Market Regulation. Where a waiver is provided, the exchange shall deal with the initial listing or continued listing matter in the ordinary course as if no Conflicts Committee Matter exists.
          4.4 The Conflicts Committee shall be composed of: the general counsel of the exchange ("Committee Secretary"), the senior officer responsible for listings for the exchange, the senior officer responsible for trading operations for the exchange, and two other persons who shall be independent of TMX Group and, for so long as any Maple nomination agreement (as such term is defined in section 1(a) of Schedule 2 to the Order) is in effect, unrelated to an original Maple shareholder. At least one such independent member shall participate in meetings of the Conflicts Committee, in order for there to be a quorum.
          4.5 The exchange shall provide instructions to relevant officers and staff at the exchange so that they are able to identify a Conflicts Committee Matter that may exist or arise in the course of the performance of their functions. Without limiting the generality of the foregoing:
          (a) the exchange shall provide instructions that any matter concerning a TMX entity that is brought to the attention of staff at the exchange shall be immediately brought to the attention of the Committee Secretary.
          (b) the exchange shall maintain a list, in an electronic format, of all Competitors that are listed on the exchange. The exchange shall regularly, and in any event at least quarterly, update the list of Competitors. The Conflicts Committee shall review and approve the list of Competitors at least quarterly and, following approval, shall promptly provide the list to managers at the exchange who supervise departments that:
          (i) review continuous disclosure;
          (ii) review requests/applications for exemptive relief;
          (iii) perform timely disclosure and monitoring functions relating to issuers listed on the exchange; and
          (iv) otherwise perform tasks and/or make decisions of a discretionary nature regarding issuers listed on the exchange.
          In maintaining this list, the exchange shall ensure that the relevant officers and staff responsible for listings for the exchange regularly prepare, review and update the list and promptly provide it to the Conflicts Committee and, upon request, to the Commission's Director, Market Regulation.
          (c) The exchange shall provide instructions to relevant staff at the exchange that any initial listing or continued listing matter or a complaint of a Competitor or of any issuer listed on the exchange or listing applicant to the exchange that asserts that it is a Competitor shall be immediately brought to the attention of the Committee Secretary.
          (d) The exchange shall provide to staff who review initial listing applications and to relevant officers and staff responsible for listings for the exchange a summary of the material lines of business of TMX Group and its affiliated entities and shall update the list as these material lines of business change, in order that relevant officers and staff responsible for listings for the exchange may recognize a Competitor.
          4.6 Unless a waiver of procedures pursuant to section 4.3 or section 5.1 has been provided to the exchange, where a Conflicts Committee Matter has been brought to the attention of the Committee Secretary, the Committee Secretary shall convene a meeting of the Conflicts Committee to be held following receipt of a substantially complete application from the Competitor or the TMX entity, as the case may be, in no later than:
          (a) in the case of a Competitor, three business days; or
          (b) in the case of a TMX entity, five business days
          The Committee Secretary or any member of the Conflicts Committee may also convene a meeting of the Conflicts Committee whenever he or she sees fit, in order to address any conflict issues that may not be related to any one specific matter or issuer.
          4.7 Where a Conflicts Committee meeting is called in response to a Conflicts Committee Matter, the exchange shall immediately notify the Commission's Director, Market Regulation that it has received notice of a Conflicts Committee Matter. In addition to such notice, the exchange shall provide the Commission's Director, Market Regulation with: (i) a written summary of the relevant facts; and (ii) an indication of the required timing for dealing with the matter.
          4.8 The Conflicts Committee shall consider the facts and form a determination regarding whether a conflict of interest exists or not, or is likely to arise or not, with respect to the Conflicts Committee Matter. The Conflicts Committee shall then proceed as follows depending on the circumstances:
          (a) If the Conflicts Committee determines that a conflict of interest relating to the exchange's proposed course for dealing with the TMX entity's listing or Competitor's listing on the exchange does not exist and is unlikely to arise, it shall notify the Commission's Director, Market Regulation of this determination. If the Commission's Director, Market Regulation approves such determination, the exchange shall deal with the matter in its usual course. When it has dealt with the matter, the exchange shall make a brief written record of such determination, including details of the analysis undertaken and the manner in which the matter was disposed of, and provide it to the Commission's Director, Market Regulation. If the Commission's Director, Market Regulation does not approve the determination and provides notice of such non-approval to the exchange, the exchange shall follow the procedures set out in section 4.8(b).
          (b) If the Conflicts Committee determines that a conflict of interest relating to the exchange's proposed course for dealing with the TMX entity's listing or Competitor's listing on the exchange does exist or is likely to arise or if the Commission's Director, Market Regulation provides the exchange with a non-approval notice pursuant to section 4.8(a), the exchange shall:
          (i) formulate a written recommendation of how to deal with the matter; and
          (ii) provide its recommendation to the Commission's Director, Market Regulation for his or her approval, together with a summary of the issues raised and details of any analysis undertaken.
          If the Commission's Director, Market Regulation approves the recommendation, the exchange shall take steps to implement the terms of its recommendation.
          4.9 Where the Commission's Director, Market Regulation has considered the Conflicts Committee Matter based on the information provided to him or her by the Conflicts Committee under section 4.8(b) and has determined that he or she does not agree with the recommendation of the exchange, the Commission's Director, Market Regulation may:
          (i) require the exchange to reformulate its recommendation; or
          (ii) direct the exchange to take such other action he or she considers appropriate in the circumstances.
          4.10 Where the Commission's Director, Market Regulation is requested to review a matter pursuant to section 4.9 or 4.2, respectively, the exchange shall provide to the Commission's Director, Market Regulation any relevant information in its possession and, if requested by the Commission's Director, Market Regulation any other information in its possession, in order for the Commission's Director, Market Regulation to review or, if appropriate, make a determination regarding the matter, including any notes, reports or information of the exchange regarding the issue, any materials filed by the issuer or issuers involved, any precedent materials of the exchange, and any internal guidelines of the exchange. The exchange shall provide its services to assist the matter, if so requested by the Commission's Director, Market Regulation.
          4.11 The exchange shall conduct its usual review process in connection with all prescribed periodic filings of a TMX entity. Any deficiencies or irregularities in the Company Reporting Forms or other prescribed filings of a TMX entity shall be communicated to the Commission's Director, Market Regulation and brought to the attention of the Conflicts Committee, which shall follow the procedures outlined in this section 4. Upon request, the exchange shall make available to the Commission's Director, Corporate Finance, copies of the Company Reporting Forms and any other disclosure documents of a TMX entity that are filed with the exchange but not with the Commission.

        • 5. Waiver of Procedures

          5.1 Notwithstanding the provisions in section 4, the Commission's Director, Market Regulation may, in his or her discretion on a case by case basis, grant the exchange a waiver from the requirement to comply with the procedures outlined in section 4 of this Policy regarding matters related to the listing of a TMX entity on the exchange. Where such waiver is provided, the exchange shall deal with the matter in the ordinary course as if no Conflicts Committee Matter exists.

        • 6. Timely Disclosure and Monitoring of Trading

          6.1 The exchange shall use its best efforts to ensure that the Investment Industry Regulatory Organization of Canada at all times is provided with the current list of the issuers listed on the exchange that are Competitors.

        • 7. Miscellaneous

          7.1 Information provided by a Competitor to the Conflicts Committee in connection with a Conflicts Committee Matter shall not be used by the exchange for any purpose other than addressing the Conflicts Committee Matter. The exchange shall not disclose any confidential information obtained under this Policy to a third party other than the Commission unless:
          (a) prior written consent of the other parties is obtained;
          (b) it is required or authorized by law to disclose the information; or
          (c) the information has come into the public domain otherwise than as a result of its breach of this clause.
          7.2 The exchange shall provide disclosure on its website and in its Rules (as such term is defined in section 1(a) of Schedule 2 to the Order) to the effect that an issuer can assert that it is a Competitor and shall outline the procedures for making such an assertion, including appeal procedures.

    • Forms

      Forms
      Reporting Forms
        Reporting Form 1 — Change in Outstanding and Reserved Securities SecureFile
        Reporting Form 2 — Change in General Company Information SecureFile
        Reporting Form 3 — Change in Officers / Directors / Trustees SecureFile
        Reporting Form 4 — Personal Information Form Electronic PIF
        For reference only, a copy of electronic PIF is available here. TSX will only accept electronic PIF.
        Reporting Form 4B — Declaration Electronic Declaration
        Reminder: For new appointments of directors, officers and trustees (New Appointees), Form 3 — Change in Officers/Directors/Trustees is required to be filed within 10 days of the change. Issuers are not required to file a PIF for New Appointees with their Form 3. TSX may, however, request PIFs at any time. Please see Section 716 of the Manual.
        Reporting Form 5 — Dividend / Distribution Declaration SecureFile
        Reporting Form 8 — Change in Investor Relations Contact SecureFile
        Reporting Form 9 — Request for Extension or Exemption for Financial Reporting / Annual Meeting SecureFile
        Reporting Form 10 — Deleted  
        Reporting Form 11 — Notice of Private Placement Word
        Form 11 Filing Instructions PDF
        Reporting Form 11A — Price Protection Form Word
        Form 11A Filing Instructions PDF
        Reporting Form 12 — Notice of Intention To Make A Normal Course Issuer Bid ("NCIB") Word
        Form 12 Filing Instructions PDF
        Reporting Form 13 — Notice of Intention To Make A Debt Substantial Issuer Bid ("DSIB") Word
        Reporting Form 14 — NCIB Monthly Reporting Form Excel

    • Appendices

      • Appendix A Original Listing Application

        Please click here to access the Listing Application.

        Please click here to download the Listing Agreement in PDF format. An executed copy of the Listing Agreement must be printed and signed when submitting your final Listing Application.

        • The content selected is no longer in force and cannot be presented in Whole Section view.

      • Appendix B Disclosure Standards for Companies Engaged in Mineral Exploration, Development & Production

        • 1.0 Introduction

          The disclosure of the results of exploration and development activity on mineral properties must comply with the requirements of the Toronto Stock Exchange Policy Statement on Timely Disclosure, the Ontario Securities Act and all applicable policies and rules of the Ontario Securities Commission and any other securities regulatory body having jurisdiction over an issuer listed on the Exchange. In particular, the requirements of National Instrument 43-101 must be followed.

          The purpose of the standards is to set out the requirements of the Toronto Stock Exchange when a company provides information to investors, regulators and/or the media regarding its properties, whether such information is contained in a news release, a continuous disclosure document such as an annual report, or other form of communication, including, but not limited to, printed investor relations material and electronic publications such as Internet Web sites. These standards do not apply to prospectuses or listing applications, the standards for which are contained in the policies and rules of the securities commissions and the Exchange. These standards are also not intended to establish requirements for the content of technical reports.

          Any information published by or on behalf of a company must comply with these standards. If a company becomes aware of information published by others regarding its mineral properties which is materially misleading to investors, it should take appropriate action to correct such information or otherwise make it known that it is not responsible for publishing such information and does not necessarily agree with such statements.

          Disclosure concerning mineral properties should identify the "qualified person" as defined in NI 43-101 who is responsible for the work conducted on the property and such person shall have read and approved of the technical disclosure.

          • 1.1 News Releases

            The standards herein provide guidelines for the content of news releases which when combined with the disclosure requirements of NI 43-101 require more comprehensive disclosure. While this may result in additional time and money being expended on news releases, it is intended that the public receive more and better information in order that it can make better informed investment decisions.

            The prescribed information may be provided by reference to previous news releases or other documents, as long as they are readily obtainable from the company by e-mail, fax, mail or in a web site. For instance, when a company first announces exploration results from a property, it must describe the geological environment of the property; however, it may not be necessary to repeat that information in every news release subsequently issued regarding the same property. The subsequent news releases may instead refer to previous releases or other documents and indicate how they may be obtained.

          • 1.2 Continuous Disclosure Documents

            Disclosure in documents such as annual and quarterly reports must be as complete as possible in compliance with these standards and NI 43-101. Periodic reports must provide summary information on activities on all material properties. Where work has been discontinued on properties about which the company has made prior disclosure, there must be further information provided as to any undisclosed results and reasons for the cessation of work. Such disclosure should be provided even on properties which are no longer material so that shareholders are reasonably well informed of the company's activities.

          • 1.3 Web Sites

            Companies which maintain corporate Web sites must provide the address of the Web site in all corporate disclosure materials. Any such disclosure should also be posted on the Web site immediately after it has been otherwise published. All news releases containing information on a material exploration property should be posted on the Web site until such time as the company has disclosed that it has discontinued work on a property, or no longer has an interest in the property, or the information has been superseded by disclosure of further work on the property.

        • 2.0 Exploration Results

          • 2.1 General Requirements

            When disclosing the results of exploration activity on its properties, a company shall state the source of the information when it was not obtained by the company itself. The company shall also provide the name(s) of the qualified person(s) responsible for the design and conduct of the exploration program. The relationship of such person(s) to the company shall also be disclosed.

            Apart from disclosure of results of exploration activities as described in more detail below, a general description of the geological environment must be disclosed, including any known potential for problems, such as extremely erratic results or significant metallurgical difficulties.

            If the company releases partial results, e.g., the first two holes of a six hole program, it must ensure that the balance of the results are disclosed in a timely manner whether the results are positive or negative.

            Where possible, the company should provide information in table form for ease of understanding and publish maps, plans or sections as appropriate to the information and the stage of development of the property.

          • 2.2 Preliminary Results

            Early exploration activity designed to yield information as to the possible existence and location of minerals of value, e.g., geophysical surveys or soil sampling, when disclosed, must be clearly described as preliminary in nature and not conclusive evidence of the likelihood of the occurrence of a mineral deposit. A description of the type of survey or the sampling methods, e.g., grab, chip or channel samples, and spacing intervals must be included. The company must also disclose who undertook the program, and their relationship to the company.

            Analytical results should be reported in a timely and responsible manner. In circumstances where extremely high grades are encountered, it is important that the qualified person provide disclosure as to the comparability of the results with past results or, if there are no past results, with expected results based on geology. The sample grades reported should conform to industry best practices, such as ounces per ton or grams per tonne for precious metals, so as not to confuse the reader.

            Visual estimates of quantity or grade of mineralization should not be reported. Observations of mineralization from outcrop, trench or drill samples should be reported only when analytical results will not be readily available and the presence of the mineralization is deemed to be material by the qualified person responsible for the project. What is then reported should be carefully and completely described in terms that will not lead unsophisticated investors to conclude that the information can be interpreted with the same confidence as assay results.

            Similarly, results of exploration for a polymetallic property must not be reported in "metal equivalents" prior to disclosing resources or reserves, and then only in limited circumstances as set out in NI 43-101 and the CIM Standards on Mineral Resources and Reserves.

            If the property is one of the company's material properties, the company must also disclose any independent sampling or audit programs that have been or will be undertaken, by whom, and what their qualifications are. Data verification programs undertaken should be disclosed, including sampling methods, location and number of samples, and comparisons with the company's own results.

            Recommended programs for further exploration should be described, including proposed methods, time frame and cost. The company should state whether it intends to carry out the program(s) and whether it has the funds available to do so.

          • 2.3 Advanced Results

            When the company is releasing information as to advanced results, it must provide a description of the work undertaken and include all relevant details as to the methods used and who conducted the program in a similar manner as for preliminary results.

            Results must not be disclosed selectively. If for example, six holes are drilled and three return mineralization of interest, details of all six holes must be released, including location, direction, geological formations encountered, etc., so as to provide the reader with as complete a picture as possible as to the nature of the prospect.

            Grades reported should conform to industry best practices, such as ounces per ton or grams per tonne for precious metals, and a complete and accurate portrayal of the drill intersections, true widths, cut grades, etc., should be included.

            For any material properties, the company must also disclose whether any independent sampling or audit programs have been or will be undertaken, by whom, and what their qualifications are. Data verification programs should be disclosed, including sampling methods, location and number of samples, and comparisons with the company's own results.

            Care should be taken to provide consistent reporting throughout the life of the exploration program. Estimations of tonnage and average grade of mineralization may not be reported until the company has performed a resource calculation as set out in paragraph 3.1.

          • 2.4 Assay Results

            The name of the analytical laboratories which assayed the material sampled must be disclosed together with their relationship to the company, if any. The accreditation of each laboratory, or lack thereof must also be disclosed.

            Assay results must include disclosure of the analytical method(s) used. If these are not standard procedures for the prospective minerals on the property, this should be disclosed in detail, including a discussion of the reasons for their use.

            Complete disclosure of check assay results is not required. It is, however, a requirement that the company disclose the nature of the check assay program and whether the results are confirmatory.

        • 3.0 Resources and Reserves

          • 3.1 Definitions

            The use of the terms "resources" and "reserves" must conform to the definitions contained in NI 43-101, which adopts those published by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM). These include the sub-categories of measured, indicated and inferred for resources, and proven and probable for reserves. Other terms, though they have been often used within the industry, such as "in situ" resources or "geological" reserves, must not be used in public disclosure. If the location of the property is in another jurisdiction which has a definition of resources and reserves recognized by the Toronto Stock Exchange, such definition may be used, provided an exemption to NI 43-101, if necessary, has been obtained from the relevant securities commission and the definition used is identified. Significant differences between the definition used and that of the CIM must be described. For the purpose of these standards, recognized definitions include those of the 1MM of the United Kingdom, the USGS of the United States and the JORC Code of Australia.

          • 3.2 Use

            All resource and reserve estimations disclosed must provide the name of the qualified person responsible for the calculation and his/her relationship to the company. The company must also state whether, and how, any independent verification of the data has been performed.

            Particular care should be taken to distinguish between resources and reserves so that they are not assumed to be equivalent in the mind of the reader.

            Resources and reserves should, whenever possible, be published in a manner so as not to confuse the reader as to the potential of the deposit. Inferred resources must not be aggregated with measured and indicated resources nor proven and probable reserves, as the case may be. Any categories of resources and reserves which are aggregated must also be disclosed separately.

            When reserves are first reported, the key economic parameters of the analysis must be provided, such as operating and capital cost assumptions, and the assumed prices of the mineral commodities which could be produced. If the prices used differ from the current prices of the commodities, an explanation should be given, including the effect on the economics of the project if current prices were used. Sensitivity analyses may be used to provide a better understanding of the effects of changes in commodity prices on the economics of the project.

            All reported quantities of resources and reserves must be expressed in terms of tonnage and grade. Contained ounces of gold, for example, should not be disclosed out of the context of the tonnage and grade of a deposit, with the possible exception of the resources and reserves of mining companies which have more than one mine in production. In that case, the company should not aggregate contained minerals from properties that are not in production with those that are in production.

            Polymetallic resources and reserves must not be expressed in terms of 'metal equivalents" except in the limited circumstances as set out in NI 43-101, F1, 19(k) and the CIM Standards on Mineral Resources and Reserves. It is also inappropriate to refer to the gross value or in situ value of resources and reserves. Ascribing gross values to resources and reserves remaining in the ground without disclosing potential capital and operating costs and Other economic factors is meaningless and potentially misleading.

        • 4.0 Development

          Companies with properties which are at or near the development stage must avoid disclosure which leads investors to conclude prematurely that a mine is in production or is about to be placed in production. Care should be taken to distinguish between current and planned production rates. Operating capacities and production rates must be expressed in terms generally used in the mining industry and in a manner which is easily translated into gross revenues. Significant transportation costs, smelter losses, tolls or penalties for unwanted minerals should be disclosed for the same reason.

          • 4.1 Feasibility Studies

            Feasibility studies (including pre-feasibility studies) are undertaken for the purpose of determining whether or not a mineral deposit can be developed into a viable operating mine. Such a study is necessary to establish the presence of reserves on a property. When a company discloses the results of a feasibility study, it must disclose the purpose and scope of the study as well as the conclusions. The identity and qualifications of the firm or individuals that prepared the report must be provided as well as their relationship to the company.

            Key parameters of the feasibility study must be disclosed as in the case of the reporting of reserves.

          • 4.2 Valuations

            Reporting of a valuation of a property must include the valuation method and all key assumptions. The purpose and scope of the valuation must also be disclosed. The author(s) of the valuation, their professional qualifications and their relationship with the company, if any, must be disclosed.

        • 5.0 Tenure and Permitting

          Upon acquisition of a material property, companies must disclose the basic tenets of the regulatory system of granting the rights for exploration and exploitation of minerals in the jurisdiction where the property is located. This would include a brief description of the permitting process, including required environmental assessments and what progress has been made during the course of an exploration or development program.

          Companies must also disclose their proportionate ownership at successive stages of property development and any significant constraints or obligations. This should encompass cash or share payments, work commitments and production royalties. Any adverse claims or disputes as to title or rights to the property must be described including what steps the company must take to resolve the dispute and how long it may take to reach a resolution. Properties located in foreign jurisdictions will require more complete disclosure of tenure and permitting issues. Disclosure must address any constraints on access to the property including whether or not the company owns the surface rights to the property and what impact this may have on the company's ability to explore and mine on the property.

        • 6.0 Production

          Companies which publish their cost or anticipated cost of production, on a cost per unit basis, must clearly set out what costs are and are not included in the calculation. This provides investors with the ability to compare results of different companies which use different calculations. The Gold Institute has published a reporting standard for gold mines which is recommended for use by listed companies.

          Production figures, including costs, that are disclosed on the basis of equivalents of a particular mineral (e.g., ounces of silver converted to equivalent ounces of gold) must include the amount of production of the secondary mineral and the value used for the conversion. Such conversions should be restricted to similar commodities, such as platinum group metals, and not used to convert base metals to precious metals, for example.

          A similar breakdown of by-product production should be provided when it is treated as a cost reduction rather than as additional revenue.

          Companies which do not have a 100% interest in the production from operating mines must avoid disclosure which provides gross production figures without also providing net figures or plain disclosure of the company's proportional interest in the operation.

      • Appendix C Toronto Stock Exchange Escrow Policy Statement

        • I. Introduction

          Effective June 30, 2002, the Canadian Securities Administrators ("CSA") introduced National Policy 46-201, Escrow for Initial Public Offerings, (the "National Policy") and a standard form of escrow agreement, Form 46-201F1, Escrow Agreement (the "Escrow Form"), in connection with the National Policy.

          As determined by the CSA, the fundamental objective of escrow is to encourage continued interest and involvement in an issuer, for a reasonable period after its initial Public Offering ("IPO"), by those principals whose continuing role would be reasonably considered relevant to an investor's decision to subscribe to the issuer's IPO.

          All terms contained in the TSX Escrow Policy are as defined in the National Policy.

        • II. Application of the National Policy

          Under the National Policy, escrow is not required for an issuer listing on TSX that, immediately after completion of its IPO, is:

          i) classified by TSX under sections 309.1, 314.1, or 319.1 of this Manual, as applicable, as an exempt issuer; or
          ii) a non-exempt issuer with a market capitalization of at least $100 million.

          All other issuers completing initial public offerings and listing on TSX will be subject to the National Policy. Principals of such issuers will be required to place their securities in escrow under an escrow agreement in accordance with the terms of the National Policy, to be administered by the relevant CSA jurisdiction and not by TSX.

        • III. Application of the TSX Escrow Policy

          The TSX Escrow Policy applies to issuers not otherwise subject to the National Policy that have:

          i) listed on TSX by completing reverse takeovers of TSX listed issuers ("backdoor listings"); or
          ii) listed on TSX by completing a qualifying acquisition with a SPAC as contemplated in Part X; or
          iii) conducted their IPOs in markets outside of a CSA jurisdiction within the 12 months preceding the date of the TSX listing application.

          In deciding whether escrow is appropriate for such issuers, TSX will apply the principles of the National Policy. The provisions of the National Policy will be applied by TSX, including the use of the Escrow Form. TSX will administer escrow agreements entered into under the TSX Escrow Policy.

          Subject to such terms and conditions as it may impose, TSX may:

          i) exempt a person or issuer from the provisions of the TSX Escrow Policy otherwise applicable; or
          ii) impose restrictions on a person or issuer beyond, or in addition to, those contained in the National Policy as applied to the TSX Escrow Policy where, in TSX's opinion, it would be in the public interest to do so.

          Exchange discretion with respect to the escrow requirements applicable to founding securities may only be exercised after discussions with, and the concurrence of, the OSC.

          For issuers where escrow is required, other than the founding securities held by founding securityholders of issuers listed on TSX by completing a qualifying acquisition with a SPAC as contemplated in Part X, a principal's escrow securities are to be released as follows:

          On the date issuer's securities are listed on TSX (the listing date) 1/4 of the escrow securities
          6 months after the listing date 1/3 of the remaining escrow securities
          12 months after the listing date 1/2 of the remaining escrow securities
          18 months after the listing date the remaining escrow securities

          For issuers where escrow is required, for founding securities held by founding securityholders of issuers listed on TSX by completing a qualifying acquisition with a SPAC as contemplated in Part X, the founding securityholders' founding securities are to be released as follows:

          On the date issuer's securities are listed on TSX (the listing date) 1/10 of the founding securities
          6 months after the listing date 1/3 of the remaining founding securities
          12 months after the listing date 1/2 of the remaining founding securities
          18 months after the listing date the remaining founding securities

          For issuers listed on TSX by completing a qualifying acquisition with a SPAC as contemplated in Part X, the listing date for purposes of this Escrow Policy is the date of closing of the qualifying acquisition by the SPAC.

        • IV. Administration of Existing Escrow Agreements

          Issuers may apply to TSX to amend the terms of existing TSX escrow agreement and to request the transfer of securities within escrow or the early release of securities from escrow to reflect the release terms of the National Policy. For non-TSX escrow agreements, issuers must apply to the relevant exchange or relevant CSA jurisdiction under which the escrow agreement was originally entered into for any specific request to approve the transfer of securities within escrow or for the early release of securities from escrow.

          The National Policy and the Escrow Form may be found on the web sites of CSA members including, but not limited to, the Ontario Securities Commission (www.osc.gov.on.ca).

      • Appendix D Toronto Stock Exchange Evidence of Security Ownership

        • I. Requirements

          As provided in Section 349, this Appendix D sets out the requirements regarding evidence of security ownership.

          Evidence of security ownership may take various forms. The table below describes these forms of evidence of ownership and provides TSX's corresponding filing requirements.

          Evidence of Security Ownership TSX Filing Requirements
          Certificated Issue:

          The listed securities are represented by one or more physical certificates held in registered form.
          Issuer must file:
          •  Colour copy of the generic certificate along with a letter from the issuing entity confirming that it meets the STAC requirements (see section II below); or
          •  Specimen of the customized security certificate (see section III below).
          Certificated Issue—BEO:

          The listed securities are subject to a CDS BEO securities services agreement and are represented by a physical global certificate held under custody at CDS.
          Issuer must file:
          •  Copy of the global certificate issued to CDS.
          Uncertificated Issue—BEO:

          The listed securities are subject to a CDS BEO securities services agreement and are held uncertificated at a CDS approved transfer agent. The appointed transfer agent acts as the custodian of the listed securities in the CDSX system.
          Issuer must file:
          •  Confirmation from the appointed transfer agent that the uncertificated issue is eligible for BEO.
          Uncertificated Issue—Non-Certificated Inventory (NCI):

          The listed securities are held by registered owners through a CDS approved transfer agent acting as the custodian of the securities in the CDSX system. Registered owners may require the transfer agent to issue physical certificates.
          Issuer must file:
          •  Colour copy of the generic certificate along with a letter from the issuing entity confirming that it meets the STAC requirements (see section II below); or
          •  Specimen of the customized security certificate (see section III below).
          Direct Registration System (DRS):

          Form of registration that allows listed securities to be held in electronic form without having a physical security certificate issued as evidence of ownership.
          Issuer must file:
          •  Confirmation from the appointed transfer agent that the securities are held through a DRS operated by the appointed transfer agent.

          If the Corporate statutes under which the listed issuer is constituted provide that security holders may require a certificate to evidence their security ownership, the listed issuer must meet the Certificated Issue or Uncertificated Issue - Non-Certificated Inventory described above.

        • II. Generic Certificates

          Listed issuers may use generic certificates that comply with the STAC requirements (the "STAC Requirements"). When proposing to use generic certificates, listed issuers must provide TSX with a definitive specimen of the certificate or a generic certificate produced on demand together with a letter from the issuing transfer agent confirming that the generic certificate is in compliance with all STAC Requirements. Listed issuers interested in using generic certificates and obtaining information on STAC Requirements should contact their transfer agent.

        • III. Customized Security Certificates

          • General

            1. All certificates representing listed securities of issuers shall be printed in a manner acceptable to TSX by a recognized bank note company (or its affiliates) which has been approved by TSX for this purpose.
            2. All security certificates shall be 12" × 8" (30.48 cm. × 20.32 cm.) in size.
            3. All dies, rolls, plates and other engravings used in the manufacture of certificates shall, at all times, be and remain in the possession of the producing bank note company.
            4. The design of security certificates shall include:
            a) a "title" or legal name of the listed issuer;
            b) a general or promissory text;
            c) a colour panel or panels, or a colour border in lathe pattern, of not less than 10 square inches in total area;
            d) a space to indicate ownership and denomination, generally referred to as the "open throat" area;
            e) a printed underlay in black or in colour in the area of the "open throat";
            f) a CUSIP number (as provided in Section 350 of the Manual);
            g) a prominent indication of the class of securities to which the certificate refers;
            h) a denomination "counter" separate and distinct from the "open throat" area;
            i) a transferability clause, indicating where certificates are transferable;
            j) the names of the transfer agent(s) and registrar(s), if other than the issuing company;
            k) original or facsimile signatures of one or more officers of the listed issuer;
            l) a document control or serial number; and
            m) the name of the bank note company producing the certificate.
            5. Certificates shall provide for transfer and registration in the principal office of, one or more, of the cities of Vancouver, British Columbia; Calgary, Alberta; Toronto, Ontario; Montréal, Québec; or Halifax, Nova Scotia. When securities are transferable in more than one city, the certificates shall be identical in colour and design, except as to the names of the transfer agent and registrar, as the case may be, and shall bear a legend naming all cities where transferable.
            6. Where a single denomination certificate is issued, it shall be completed in accordance with the above requirements using a penetrating ink ribbon.
            7. The denomination of a security certificate shall be indicated:
            a) in the upper right-hand quadrant of the certificate in an area bearing an underlay of fine intaglio lines;
            i) in the case of a board lot certificate by printing in numerical form; or
            ii) in the case of a certificate for less than 100 securities by computer printing or typewriting using a penetrating ink ribbon or by a process of paper maceration in numerical form.
            b) in the "open throat" area:
            i) by computer printing or typewriting using a penetrating ink ribbon in alphabetized form; or
            ii) by a process of paper maceration in numerical form.
            Where a single denomination security certificate is issued, the denomination shall be indicated by using a penetrating ink ribbon to express the denomination numerically in the "open throat" area using the matrix concept in which the number is inscribed in successively staggered positions on five consecutive lines or, alternatively, using a process of paper maceration in which the number is inscribed in a single line.
            8. Security certificates shall be printed on paper produced exclusively for use by a bank note company, containing a multi-toned and multi-directional watermark design acceptable to TSX.

          • Intaglio Content

            9. Security certificates shall be so printed that an intaglio printing in colour other than black is made of the border or panel portions of the design, and of an underlying tint in the denomination "counter"

            For the purpose of these regulations, intaglio printing is defined as that process commonly used in bank note production in which ink is transferred to the paper from line engravings.
            10. Where a listed issuer has two or more classes of securities listed, the certificates representing the different classes shall be substantially different in colour, as produced by the intaglio printing.

          • Vignettes [Deleted]

          • Miscellaneous

            11. A form of assignment shall be printed legibly on the back of each certificate in a colour other than black.
            12. No impression shall be made on the face of a security certificate by means of a hand stamp, except to inscribe a date or the name of the registered holder.
            13. Temporary or interim security certificates may be used for an emergency only and for a period not exceeding four months, subject to prior approval of TSX. In such circumstances, the promissory text and legal name of the listed issuer may be printed by other than the intaglio process and a vignette maybe omitted, so long as the certificates comply with all other technical requirements for security certificates. All temporary or interim security certificates shall be imprinted with the words "interim" or "temporary" in prominent colour and size at the top of the face.
            14. Any listed issuer changing its name or revising or changing its share capital by redesignating its securities may overprint the security certificates to give effect to such change, preferably by the silvering-over process, subject to prior approval of TSX.
            15. Security certificates containing any additional security features not mentioned above, such as a vignette or latent image, are acceptable to TSX provided the minimum requirements as set out herein are met.

          • Issuers in the Mining Oil and Gas Category and Non-Exempt Issuers [Deleted]

          • Requirements Respecting Certificates for Rights and Security Purchase Warrants

            16. Certificates for rights and security purchase warrants shall be printed in a manner acceptable to TSX by a recognized bank note company (or its affiliates) which has been approved by TSX for this purpose.
            17. Certificates for rights and security purchase warrants must be of the same size as security certificates and shall meet the same requirements for intaglio printing in colour of the border or panels, including CUSIP numbers. However, under certain circumstances, such as when timing is critical, listed issuers will be permitted to use a true continuous form of lithographed certificate for rights or security purchase warrants only, subject to prior approval of TSX.

        • Statement — Number of Shareholders [Deleted]

        • Statement — Distribution of Stock [Deleted]

      • Appendix E Deleted

        See Section 624

      • Appendix F Take-Over Bids and Issuer Bids Through the Facilities of Toronto Stock Exchange

        Effective January 1 2005, all rules in Appendix F were repealed and replaced with Section 627, with the exception of those rules which apply only to normal course issuer bids.

        Effective June 1, 2007, all remaining rules in Appendix F are repealed and replaced with Sections 628629.3. Appendix F will remain in the Manual only for the benefit of those normal course issuer bids that continue to be subject to Appendix F until their expiry, pursuant to Section 629.3.

        • Part 6 of the Exchange's Rule Book — Exchange Take-Over Bids and Exchange Issuer Bids

          • Division 1 — Definitions and Interpretation

            • Sec. 6-101. Definitions

              In this Part:

              "average bid value" means the amount obtained by dividing:

              i) the aggregate of the bid price times the number of shares of the class of securities sought plus the market price times the number of shares of such class of securities not sought, by
              ii) the aggregate of the number of shares of the class of securities sought plus the number of shares of such class of securities not sought.

              "bid" means either a stock exchange take-over bid or a substantial issuer bid, as the case may be.

              "circular bid" means a take-over bid or an issuer bid made in compliance with the requirements of Part XX of the Securites Act or, if applicable, Part XVII of the Canada Business Corporations Act.

              "closing price" means:

              1. the price per share at which the last trade in that class of securities was effected on the Exchange on that day as shown on the record of sales published by the Exchange; or
              2. if there were no trades in that class of securities on the Exchange, the price per share at which the last trade in that class of securities was effected on another exchange recognized for this purpose; or
              3. if there were no trades in that class of securities on the Exchange or any recognized exchange, but closing bid and ask prices were published therefor, the average of such bid and ask prices as shown on the list of closing quotations published by the Exchange.

              "competing stock exchange take-over bid" means a stock exchange take-over bid announced while another stock exchange take-over bid for the same class of securities of an offeree issuer is outstanding.

              "insider bid" means a stock exchange take-over bid made by an insider of a listed offeree issuer, by any associate or affiliate of an insider of a listed offeree issuer, by any associate or affiliate of a listed offeree issuer or by an offeror acting jointly or in concert with any of the foregoing.

              "issuer bid" means an offer to acquire listed securities made by or on behalf of a listed company for securities issued by that listed company, unless:

              a) the securities are purchased or otherwise acquired in accordance with the terms and conditions attaching thereto that permit the purchase or acquisition of the securities by the issuer without the prior agreement of the owners of the securities, or where the securities are purchased to meet sinking fund or purchase fund requirements;
              b) the purchase or other acquisition is required by instrument creating or governing the class of securities or by the stature under which the issuer was incorporated, organized or continued; or
              c) the securities carry with them or are accompanied by a right of the owner of the securities to require the issuer to repurchase the securities and the securities are acquired pursuant to the exercise of such right.

              "last bid" means the stock exchange take-over bid, notice of which was accepted by the Exchange at the latest point in time.

              "market price" means the simple average of the closing price of the shares for each of the twenty Trading Days preceding the Exchange's acceptance of the notice in respect of the initial stock exchange take-over bid.

              "normal course issuer bid" means an issuer bid where the purchases (other than purchases by way of a substantial issuer bid):

              a) do not, when aggregated with the total of all other purchases in the preceding 30 days, whether through the facilities of a stock exchange or otherwise, aggregate more than 2% of the securities of that class outstanding on the date of acceptance of the notice of normal course issuer bid by the Exchange; and
              b) over a 12-month period, commencing on the date specified in the notice of the normal course issuer bid, do not exceed the greater of
              i) 10% of the public float, or
              ii) 5% of such class of securities issued and outstanding, excluding any held by or on behalf of the issuer on the date of acceptance of the notice of normal course issuer bid by the Exchange, whether such purchases are made through the facilities of a stock exchange or otherwise.

              "normal course purchase" means a take-over bid made by way of a purchase on the Exchange of such number of a class of securities of a listed offeree issuer that, together with all purchases of such securities made by the offeror and any person or company acting jointly or in concert with the offeror in the preceding 12 months through the facilities of a stock exchange or otherwise, do not aggregate more than 5% of the securities of that class outstanding at the time such purchase is made.

              "notice" means a notice of a stock exchange takeover bid filed in accordance with Rule 6-203 or a notice of stock exchange substantial issuer bid filed in accordance with Rule 6-203 or, if applicable, Rule 6-402.

              "principal shareholder" of a company means a person or company who beneficially owns or exercises control or direction over more than 10% of the issued and outstanding shares of any class of voting securities or equity securities of the company.

              "public float" means the number of shares of the class which are issued and outstanding, less the number of shares of the class beneficially owned, or over which control or direction is exercised by:

              a) every senior officer or director of the listed company;
              b) every principal shareholder of the listed company; and
              c) the number of shares that are pooled, escrowed or non-transferable.

              "ranking bid" means the stock exchange take-over bid that yields the highest average bid value.

              "shares sought" means the number of shares of the class of securities for which a bid is made.

              "shares not sought" means the number of shares outstanding of the class of securities for which the bid is made minus the aggregate of the number of such shares sought and the number of such shares owned directly or indirectly by the offeror, its insiders, associates, affiliates, and any person or company acting jointly or in concert with the offeror.

              "stock exchange take-over bid" means a take-over bid, other than a normal course purchase, made through the facilities of the Exchange.

              "substantial issuer bid" means an issuer bid, other than a normal course issuer bid, made through the facilities of the Exchange.

              "take-over bid" means an offer to acquire such number of the listed voting or listed equity securities of an offeree issuer that will in the aggregate constitute:

              a) 20% or more of the outstanding securities of that class, together with the offeror's securities; or
              b) in the case of an offeree issuer that is subject to the Canada Business Corporations Act, 10% or more of the outstanding shares of a class of listed voting shares, together with:
              i) shares already beneficially owned or controlled, directly or indirectly by the offeror or an affiliate or associate of the offeror, and
              ii) securities held by such persons or companies that are currently convertible into such shares, and
              iii) currently exercisable rights and options to acquire such shares or to acquire securities that are convertible into such shares, on the date of the offer to acquire.

            • Sec. 6-102. Interpretation

              (1) For the purposes of this Part, a purchase shall be deemed to have taken place when the offer to buy or the offer to sell, as the case may be, is accepted.
              (2) For the purposes of this Part,
              a) the beneficial ownership of securities of an offeror or of any person or company acting jointly or in concert with the offeror shall be determined in accordance with section 90 of the Securities Act; and
              b) where any person or company is deemed by Rule 6-102(2)(a) to be the beneficial owner of unissued securities, the number of outstanding securities of a class in respect of an offer to acquire shall be determined in accordance with subsection 90(3) of the Securities Act.
              (3) For the purposes of this Part, whether a person or company is acting jointly or in concert with an offeror shall be determined in accordance with section 91 of the Securities Act.

          • Division 2 — General Rules Applicable to Bids

            • Sec. 6-201. Compliance with Exchange Requirements

              An offeror shall not make a takeover bid or issuer bid through the facilities of the Exchange except in accordance with Exchange Requirements.

            • Sec. 6-202. Obligations of Offeror

              (1) An offeror shall not attach any conditions to a stock exchange take-over bid other than:
              a) establishing a maximum number of shares sought, which shall be the number of shares the offeror is obliged to take up; and
              b) in the case of a transaction in respect of which notice must be given to the Director of Investigation and Research under the provisions of the Competition Act (Canada), making the bid conditional on no action being taken by the Director under the provisions of such Act within the time period specified in such Act for a transaction effected through the facilities of a stock exchange in Canada.
              (2) An offeror shall not attach any conditions to a substantial issuer bid other than establishing a maximum number of shares sought, which shall be the number of shares the offeror is obliged to take up.
              (3) An offeror shall not take up more than the number of shares sought without the approval of the Exchange.
              (4) A stock exchange take-over bid shall not be withdrawn except:
              a) pursuant to Rule 6-302(b); or
              b) if the Exchange is satisfied that any undisclosed action prior to the date of the offer or any actions subsequent to that date by the board of directors or senior officers of the offeree issuer or by a person or company other than the offeror, effects an adverse material change in the affairs of the offeree issuer.
              (5) A substantial issuer bid shall not be withdrawn.
              (6) An offeror making a bid shall file with the Exchange, and shall not proceed with the bid until the notice has been accepted by the Exchange.
              (7) Except where otherwise provided, an offeror making a bid shall take the following steps to inform shareholders of the offeree issuer of the terms of the bid forthwith after the Exchange has accepted notice of the bid:
              a) disseminate details of the bid to the news media in the form of a press release;
              b) communicate the terms of the bid:
              i) by sending a copy of the notice filed pursuant to Rule 6-203 by first class mail to each registered holder of the class of securities that is the subject of the bid in Canada and in each other jurisdiction where the bid is made and such communication is not prohibited by law, and to each such registered holder of securities convertible or exchangeable for such class of securities or that otherwise has a right to participate in the offer, and
              ii) by advertising in the manner prescribed by the Exchange, or by such other means as may be approved by the Exchange.
              (8) If an offeror makes or intends to make a bid, neither the offeror nor any person' or company acting jointly or in concert with the offeror shall enter into any collateral agreement, commitment or understanding with any holder or beneficial owner of securities of the offeree issuer that has the effect of providing to the holder or owner, a consideration of greater value than that offered to the other holders of the same class of securities.
              (9) An offeror filing a notice shall pay a filing fee in such amount as may be prescribed by the Exchange.

            • Sec. 6-203. Notice by Offeror

              (1) A notice of a stock exchange take-over bid filed by an offeror with the Exchange shall provide the following information, in a form acceptable to the Exchange:
              a) the identity of the offeree issuer;
              b) the class of securities that are the subject of the bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer by conversion or otherwise;
              c) the cash price to be paid per share and the number of shares sought;
              d) the terms of the bid, including the date of the book, method of tendering to the bid and settlement of tenders, any commissions to be paid to Participating Organizations, the names of any person or company retained to make solicitations in respect of the bid, and any other relevant information with respect to such terms;
              e) the number and percentage of each class of outstanding equity or voting securities of the offeree issuer owned directly or indirectly by:
              i) the offeror,
              ii) each of the offeror's directors and senior officers and their associates,
              iii) any other person or company acting jointly or in concert with the offeror,
              iv) where known after reasonable enquiry, any person or company holding 10 percent or more of any class of equity or voting securities of the offeror, and
              v) where known after reasonable enquiry, any person or company holding 10 percent or more of any class of equity or voting securities of the offeree issuer;
              5. where known after reasonable enquiry, the number of each class of equity or voting securities of the offeree issuer traded by each of the persons or companies referred to in Rule 6-203(1)(e) during the six-month period preceding the date of filing of the notice, including the purchase or sale price and the date of each such transaction;
              6. details of any commitments made by any of the persons or companies referred to in Rule 6-203(1)(e) hereof to acquire any equity or voting securities of the offeree issuer (other than pursuant to the bid) and the terms and conditions of such commitments;
              7. a summary showing in reasonable detail the volume of trading and price range of the securities for which the bid is made in the twelve- month period preceding the date of filing of the notice, on the Exchange and on any other principal market, and the market price of such securities immediately before the announcement of the bid;
              8. the particulars of any arrangement or agreement made or proposed to be made between the offeror and any of the directors or senior officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or for remaining in or retiring from office if the bid is successful;
              9. the particulars of any information known to the offeror of any material change in the affairs of the offeree issuer, or any material fact concerning the securities of the offeree issuer that has not been generally disclosed;
              10. information regarding any plans or proposals of the offeror to liquidate the offeree issuer, to sell, lease or exchange all or substantially all of the assets of the offeree issuer or to amalgamate such issuer with any other company, or to make any other major change in the business, operations, corporate structure, management or personnel of the offeree issuer;
              11. a statement of any right of appraisal that shareholders of the offeree issuer may have under applicable laws and whether the offeror intends to exercise any right of acquisition it may have under applicable legislation;
              12. a statement of the rights provided by subsection 131(1) of the Securities Act;
              13. a statement to the effect that the bid may only be withdrawn pursuant to Rule 6-302(b), or in the circumstances referred to in Rule 6-202(4),
              14. information satisfactory to the Exchange regarding the identity and financial resources of the offeror, including:
              i) if it is a corporation, the names of its directors, officers and principal shareholders,
              i) if it is a partnership, the names of its partners, and suitable disclosure regarding any corporate partners, and
              ii) the source of funds to be used to pay for securities tendered to the bid and the terms of any financing obtained;
              15. where a valuation is provided pursuant to a legal requirement or otherwise,
              i) a summary of the valuation disclosing the basis of computation, scope of review, relevant factors and their values, and the key assumptions on which the valuation is based, and
              i) where copies of the valuation are available for inspection and a statement that a copy of the valuation will be mailed upon payment of a charge covering copying and postage;
              16. details of any important business relationship between the offeror and the offeree issuer;
              17. any other information not disclosed in the foregoing that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the bid.
              (2) The notice shall conclude with a signed statement certifying that:
              a) the information provided is complete and accurate, and in compliance with Part 6 of the Rules;
              b) the contents of the notice and the mailing of the offer have been authorized by the offeror, and in the case of an offeror that has directors, by its board of directors; and
              c) the notice contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it is made.
              (3) A notice of a substantial issuer bid filed by an offeror with the Exchange shall provide the information contained in Rules 6-203(1) and (2) with appropriate modifications for a transaction that is not a take-over bid and such notice shall contain such additional information as may be required by the Exchange.
              (4) A copy of the notice shall be filed with the Commission and, in the case of a stock exchange take-over bid, with the offeree issuer forthwith after acceptance by the Exchange.

            • Sec. 6-204. Book for Receipt of Tenders

              A book for receipt of tenders to the bid shall be opened on the Exchange not sooner than the twenty-first calendar day after the date on which notice of the bid is accepted by the Exchange and at such time, and for such length of time, as may be determined by the Exchange.

              Editorial Note: In accordance with the power granted to the Exchange under Rule 6-601 (c)(iii), the Exchange will require that the book for tenders be opened not sooner than the 35th calendar day after acceptance of notice of the bid in order to parallel the time periods for take-over bids and issuer bids subject to section 95 of the Securities Act (Ontario).

            • Sec. 6-205. Conduct of Participating Organizations

              In respect of a bid:

              d) no Participating Organization shall knowingly assist or participate in the tendering of more shares than are owned by the tendering party; and
              e) tendering, trading and settlement by Participating Organizations shall be in accordance with such rules as the Exchange shall specify to govern each bid.

            • Sec. 6-206. Allotment Procedure

              (1) Where in a bid more shares are tendered than the number of shares sought, the offeror shall take up a proportion of all shares tendered equal to the number of shares sought divided by the number of shares tendered, and Participating Organizations shall make allocations in respect of shares tendered in accordance with the instructions of the Exchange.
              (2) As soon after the closing of the book for receipt of tenders as may be possible, the Exchange shall announce the total number of shares acquired by the offeror pursuant to the terms of the bid and the allocation thereof

            • Sec. 6-207. Amendments to Bids and Notices

              (1) The terms of a bid may only be amended to increase the price per share offered or the number of shares sought or to agree to pay an amount in respect of the seller's commission or a combination thereof and such amendment shall be made by filing with the Exchange a notice of amendment in a form acceptable to the Exchange.
              (2) Forthwith upon acceptance of the notice of amendment by the Exchange, the offeror shall issue a press release containing a summary of the information set forth in such notice of amendment, including reference to any change in the date of the book and the offeror shall disseminate such notice of amendment in such manner as the Exchange may deem to be appropriate in the circumstances.
              (3) Where the offeror becomes aware of a material change in any of the information contained in the notice in respect of a bid, the offeror shall file with the Exchange forthwith a notice of change in a form acceptable to the Exchange.
              (4) Forthwith upon acceptance of the notice of change by the Exchange, the offeror shall issue a press release containing a summary of the information set forth in such notice of change, including reference to any change in the date of the book and the offeror shall disseminate such notice of change in such manner as the Exchange may deem to be appropriate in the circumstances.

          • Division 3 — Special Rules Applicable to Stock Exchange Take-Over Bids

            • Sec. 6-301. Offeree Directors' Press Release

              (1) The board of directors of the offeree issuer shall, within seven Trading Days of the date of acceptance by the Exchange of the notice of a stock exchange take-over bid, issue a press release recommending acceptance or rejection of the offer and the reasons therefor, or indicating that they are not making a recommendation and the reasons therefor and such press release shall also contain the following information:
              a) a summary of any agreement entered into or proposed between the offeree issuer and its senior executives in regard to any payment or other benefit granted as indemnity for the loss of their positions or in regard to their retaining or losing their positions if the bid is accepted; and
              b) a summary of any transaction, board resolution, agreement in principle or signed contracts in response to the bid, indicating whether or not the offeree issuer has undertaken any negotiations that relate to or would result in one of the following:
              i) an extraordinary transaction such as a merger or reorganization involving the offeree issuer or one of its subsidiaries,
              ii) the purchase, sale or transfer of a material amount of assets of the offeree issuer or of one of its subsidiaries,
              iii) the acquisition of its own securities by way of an issuer bid or of the securities of another company, or
              iv) (iv) any material change in the present capitalization or dividend policy of the offeree issuer.
              (2) The press release required by Rule 6-301(1) should disclose negotiations underway, without giving details if there has been no agreement in principle.
              (3) A copy of the press release required by Rule 6-301(t) shall be delivered to the Exchange prior to its release.
              (4) A stock exchange take-over bid may proceed notwithstanding failure by the board of directors of the offeree issuer to comply with the requirements of Rule 6-301(1).

            • Sec. 6-302. Competing Stock Exchange Takeover Bids

              If a competing stock exchange takeover bid is announced, the stock exchange takeover bids shall be governed by the following additional provisions:

              a) neither the ranking bid nor the last bid may be withdrawn, and the offerors making such bids must take up and pay for all shares tendered to them, up to the maximum numbers of shares sought by each respectively;
              b) a bid that is neither the ranking bid nor the last bid may be withdrawn within one clear Trading Day of the announcement of the last bid; and
              c) the terms of the ranking bid may not be altered except to increase the average bid value thereof.

            • Sec. 6-303. Purchases During a Take-over Bid

              If granted an exemption under Rule 6-601, an offeror making a stock exchange take-over bid and any person or company acting jointly or in concert with the offeror may purchase shares that are the subject of the bid through the facilities of the Exchange provided that:

              a) a press release is issued announcing the offeror's intention to make such purchases;
              b) such purchases do not begin until the second clear Trading Day following the date of the issuance of the press release;
              c) such purchases, together with all purchases of such securities made by the offeror and any person or company acting jointly or in concert with the offeror during the preceding 90 days through the facilities of a stock exchange or otherwise, do not aggregate more than 5 percent of the securities of that class outstanding at the time such purchases are made;
              d) the offeror issues and files with the Exchange a press release forthwith after the close of each Trading Day on which shares are purchased under this Rule disclosing:
              i) the identity of the purchaser,
              ii) the number of shares of the offeree issuer purchased that day,
              iii) the highest price paid per share,
              iv) the aggregate number of shares of the offeree issuer purchased up to and including that day under this Rule during the currency of the take-over bid,
              v) the average price paid for such shares,
              vi) the total number of shares owned by the purchaser at the time; and
              e) if the offeror or any person or company acting jointly or in concert with the offeror pays a price for any such shares that is higher than the price offered pursuant to the stock exchange take-over bid, then the price offered pursuant to the stock exchange take-over bid shall be increased to equal such higher price.

            • Sec. 6-304. Notice of Insider Bid

              A notice in respect of an insider bid shall, in addition to the information required by Rule 6-203, provide the information required by the Exchange.

            • Sec. 6-305. Normal Course Purchases

              An offeror making a normal course purchase is not subject to any notice requirement under this part.

          • Division 4 — Special Rules Applicable to Substantial Issuer Bids

            • Sec. 6-401. Purchases During A Substantial Issuer Bid

              Notwithstanding any other provision of this Part, an offeror and any person or company acting jointly or in concert with an offeror shall not make any other purchases or agreements or commitments to purchase securities that are the subject of the issuer bid during the course of such bid unless such purchases are permitted by the Exchange.

            • Sec. 6-402. Special Procedures for Issuer Bids for Securities that are Neither Equity nor Voting Securities

              (1) The provisions of this Rule shall apply to a substantial issuer bid for securities that are neither voting nor equity securities provided that:
              a) there is no legal or regulatory requirement to provide a valuation of the securities that are the subject of the bid to shareholders; or
              b) exemptions from all applicable requirements have been obtained.
              (2) The provisions of Rules 6-202(7), 6-203 and 6-204 shall not apply to a bid made pursuant to this Rule.
              (3) A notice filed with the Exchange pursuant to this Rule shall provide the following information in a form acceptable to the Exchange:
              a) the name of the offeror;
              b) the class of securities that are the subject of the bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer by conversion or otherwise;
              c) the cash price to be paid per share and the number of shares sought;
              d) the terms of the bid, including the date of the book, method of tendering to the bid and settlement of tenders, any commissions to be paid to Participating Organizations, the names of any person or company retained to make solicitations in respect of the bid, and any other relevant information with respect of such terms;
              e) the purpose or business reasons for the bid;
              f) information satisfactory to the Exchange regarding the financial resources of the offeror, including the source of funds to be used to pay for securities tendered to the bid and the terms of any financing obtained;
              g) the particulars of any material change in the affairs of the offeror or any material fact concerning the offeror that has not been generally disclosed;
              h) a statement of any right of appraisal that security holders may have under applicable laws and whether the offeror intends to exercise any right of acquisition it may have under applicable legislation; and
              i) any other information not disclosed in the foregoing that would reasonably be expected to affect the decision of the security holders to accept or reject the bid.
              (4) The notice shall conclude with a signed statement certifying that:
              a) the information provided is complete and accurate, and in compliance with Part 6 of the Rules;
              b) the contents of the notice and the making of the offer have been authorized by the board of directors of the offeror; and
              c) the notice contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it is made.
              (5) Forthwith after the Exchange has accepted notice of the bid, the offeror shall:
              a) disseminate details of the bid to the media in the form of a press release; and
              b) communicate the terms of the bid by advertising in the manner prescribed by the Exchange, or by such other means as may be approved by the Exchange.
              (6) A book for receipt of tenders to the bid shall be opened on the Exchange not sooner than the twenty-first calendar day after the date on which notice of the bid is accepted by the Exchange and at such time, and for such length of time, as maybe determined by the Exchange.
              (7) In all other respects, the provisions of this Part shall apply to a bid made pursuant to this Rule.

          • Division 5 — Normal Course Issuer Bids

            • Sec. 6-501. Normal Course Issuer Bids

              A normal course issuer bid shall be made in accordance with the prescribed terms and procedures.

          • Division 6 — Powers of the Exchange

            • Sec. 6-601. Powers of the Exchange

              The Exchange may, subject to such terms and conditions as it may impose:

              a) require additional disclosure or impose additional obligations on a person or company proposing to make or making a stock exchange take-over bid, substantial issuer bid, normal course purchase or normal course issuer bid where, in the opinion of the Exchange, it would be beneficial to the public interest to do so;
              b) determine that any person or company shall not be permitted to purchase shares through the facilities of the Exchange;
              c) delay the date upon which the book in respect of a stock exchange take-over bid or substantial issuer bid is to be opened to such date as it may, in its discretion, determine on the occurrence of any of the following:
              i) the announcement or making of a competing stock exchange bid or circular bid for securities of the same offeree issuer,
              ii) the acceptance of a notice of change or a notice of amendment of the terms of the stock exchange take-over bid or of a competing bid, or the announcement of a change in the terms of a circular Bid for securities of the same offeree issuer, or
              iii) any other event that, in the opinion of the Exchange, justifies such a delay;
              d) permit an offeror to extend a stock exchange take-over bid or substantial issuer bid after the announcement referred to in Rule 6-207;
              e) determine whether a stock exchange takeover bid is the ranking bid;
              f) deem any transaction made through the facilities of the Exchange to be a stock exchange take-over bid; and
              g) exempt any person from any Exchange Requirements where in the opinion of the Exchange it would not be prejudicial to the public interest to do so.

        • Compliance with Exchange Requirements

          Part 6 — Exchange Take-Over Bids and Exchange Issuer

          6-201. — Compliance with Exchange Requirements

          (1) Background and Policy Premises

          This Policy explains and expands on Part 6 of the Rules. It sets out the stock exchange take-over bid and substantial issuer bid process. Also, special rules applicable to insider bids, take-over bids where a "going private" transaction is contemplated and certain issuer bids for non-voting and non-equity securities are set out. Normal course issuer bids are addressed in Policy 6-501.

          Statutory Rules—The statutory rules regulating take-over and issuer bids, form a comprehensive code. That is, all purchases made by an offeror (which, for the purposes of these rules, includes a listed company repurchasing its own shares) must proceed by way of the procedures stipulated by the relevant securities statute unless the transaction(s) may be brought within the ambit of an exemption from the rules. One of the exemptions in the Securities Act is for bids made through the facilities of a recognized stock exchange, provided that the bid is made in accordance with the rules of that Exchange. This exemption is found at clause 93(1)(a) of the Securities Act for take-over bids and clause 93(3)(e) for issuer bids. Equivalent exemptions exist in other provinces' rules. Although the exemptions apply to many of the statutory rules, certain provisions of the Securities Act, the Regulation under the Securities Act and policies of the Commission apply to bids made through the facilities of the Exchange. These are detailed below.

          Rule 6-102 states that an offeror shall not make a take-over bid or issuer bid through the facilities of the Exchange except in accordance with Exchange Requirements. Failure to comply with Exchange Requirements will result in the Exchange advising the Commission that subsection 93(4) has been violated and shall result in a determination that the exemptions found in section 93 are not applicable because the applicable Exchange Requirements have not been observed.

          Exchange Requirements—The Exchange Requirements also form a comprehensive code covering any take-over bid or issuer bid made through the facilities of the Exchange. The, rules that will govern a particular transaction will depend on the nature of that transaction. Separate requirements exist for the following bids:

          Take-Over Bids
          •  "Formal" Take-Over Bids
          •  Insider Bids
          •  Normal Course Purchases
          Issuer Bids
          •  Substantial Issuer Bids
          •  Certain Substantial Issuer Bids for Non Equity and Non Voting Securities
          •  Normal Course Issuer Bids
          The Exchange Requirements governing take-over bids and issuer bids made through its facilities have been amended from time to time in the light of experience and in response to changing practices. The Exchange Requirements are intended to be simple and efficient, and to protect investors, while balancing the goals of maintaining confidence and neutrality as between the offerors, the management of the offeree management and competing offerors. The Exchange Requirements are not intended to (nor do they) reduce the effective protection available to shareholders in any transaction. Except that offers made through the facilities of the Exchange are restricted to cash consideration, cannot be withdrawn (except in limited circumstances) and may not specify a minimum number of shares that must be tendered before the offeror is bound to take them up, they are very similar to bids made byway of circular.

          For example, as with the rules applicable to circular bids, the Exchange Requirements specify periods for disclosure, solicitation, and take-up of shares tendered pursuant to an offer. The Exchange Requirements are designed to give the offeree shareholders sufficient time to digest the notice of the bid and their directors' response to it, seek advice, and respond to the offer, thereby mitigating the pressure created by the offer of a premium price and limited time frame in which to consider the offer. They also counterbalance the offeror's informational advantage by requiring it to disclose all relevant facts known to it, as well as its intentions for the target company if the offer should succeed. In the case of offers for less than all the shares, shares tendered must be taken up pro rata, thereby allowing all shareholders to participate in the offer. In effect, the rules require that all shareholders have an equal opportunity to participate when a take-over bid or issuer bid is made.

          Additional provisions govern insider bids and substantial issuer bids. In these cases, the offeror must normally prepare a valuation of the target company, so that shareholders will have the same information that is available to the offeror to judge whether the bid price is fair.

          Small purchases by offerors are governed by the Exchange Requirements on normal course purchases and normal course issuer bids.
          (2) Take-over Bids

          DefinitionsRule 6-101 defines stock exchange take-over bid" as "a take-over bid, other than a normal course purchase, made through the facilities of the Exchange." "Take-over bid" means an offer to acquire a sufficient number of listed voting or listed equity securities to bring the offeror's holdings to 20% or more of the outstanding securities of the class.

          Purchase thresholds are determined in accordance with section 89 of the Securities Act. In accordance with Rule 1-101, certain definitions in the Securities Act apply. For the purposes of determining whether the threshold for a take-over bid has been met and whether the normal course purchase limits have been observed, each class of shares is viewed separately. Therefore, if a purchaser offers to acquire 20% or more of a particular class of voting or equity securities it is a take-over bid within the meaning of the definition. A security is an equity security if it carries a residual right to participate both in the earnings of the issuer and the assets of the issuer upon liquidation or winding-up, and includes restricted shares that are listed on the Exchange if they fall within this definition.

          A purchaser must count the number of target shares owned or controlled on the date of the offer to acquire by the purchaser and by any person acting jointly or in concert with the purchaser, together with the number of target shares proposed to be acquired through the offer.

          The purchaser must also count the number of target shares that it has the right to acquire within 60 days of the date of the offer to acquire by conversion, subscription, option, warrant or otherwise. If the total number of target shares owned and proposed to be acquired is 20% or more of the total number of target shares outstanding, the purchaser is making a take-over bid.

          If the offeree company is incorporated under the Canada Business Corporations Act, the threshold is 10% of the issued and outstanding securities in the case of voting securities, including securities already beneficially owned or controlled, directly or indirectly, by the offeror of an affiliate or associate of the offeror, and securities held by such persons or companies that are currently convertible or exerciseable into such securities or into convertible securities.

          Restrictions on Acquisitions Before, and After a Bid—The definition of "formal bid" in subsection 89(1) of the Securities Act includes a bid made pursuant to the stock exchange exemption. Section 94 of the Securities Act applies to stock exchange bids since for the purposes of that section an "offeror" is defined as an offeror making a formal bid. Section 94 restricts acquisitions of target securities by an offeror during a take-over bid to purchases made on a stock exchange. Purchases are limited to 5% of the shares outstanding on the date of the bid. (Exchange Requirements further limit purchases by an offeror, as explained below.)

          Section 94 contains rules governing private transactions in the 90 days preceding a bid and restricts acquisitions for 20 business days after expiry of a bid. However, normal course purchases on a stock exchange are exempt from these restrictions. Exchange Requirements on normal course purchases must be observed. Offerors are also restricted by the provisions contained in OSC Policy 9.3.

          Going Private Transactions—Where an offeror making a stock exchange take-over bid anticipates that a "going private transaction" (as defined in Ontario Securities Commission Rule 61-501) will follow the take-over bid, the valuation requirements set out in section 182 of the Regulations to the Securities Act and OSC Policy 9.1 must be complied with.

          Procedure Applicable to Stock Exchange Takeover Bids
          1. Intention to Make a Stock Exchange Takeover Bid—A person proposing to make a stock exchange take-over bid should first consult with staff of the Regulatory and Market Policy Section of the Exchange. This facilitates effective market surveillance and timely disclosure, in addition to providing an early opportunity to discuss applicable procedures.
          2. Timely Disclosure—Pursuant to Exchange Requirements on timely disclosure, an offeror must publicly announce its intention to make a bid as soon as the final decision to proceed with a bid is made.
          3. Submission of Draft Notice—The offeror must prepare and submit to the Regulatory and Market Policy Section a draft of the notice required under Part 6 of the Rules. The disclosure requirements are set out in Rule 6-203. All drafts are filed on a confidential basis.

          Rule 6-203(1)(m) requires that the notice include a statement of the rights provided by subsection 131(1) of the Securities Act. Subsection 131(10) of the Securities Act deems a disclosure document filed with the Exchange pursuant to a stock exchange take-over or issuer bid to be a circular for the purposes of section 131. The following language is recommended:

          "Securities legislation in certain of the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer."
          For the purpose of calculating the closing price pursuant to Rule 6-101, the Exchange recognizes the New York Stock Exchange and the American Stock Exchange.
          4. Evidence of Satisfactory Financial ArrangementsRule 6-203(1)(o) requires the offeror to provide information satisfactory to the Exchange regarding its identity and financial resources. Normally, the Exchange will require a bank letter or some other satisfactory evidence that the offeror has access to sufficient funds to pay for any shares that it must take up pursuant to the offer.
          5. Acceptance of Notice—When the draft notice is in satisfactory form, the offeror submits a copy of the final version, duly executed, for acceptance by the Exchange. A bid commences once it is formally accepted.
          6. Press Release—The offeror must issue a press release announcing that the notice has been accepted by the Exchange and specifying the terms of the offer. The press release must be filed with the Exchange in advance of its release.
          7. Communication to ShareholdersRule 6-202(7) requires that the terms of the offer be communicated by first class mail to all holders of the target securities to whom the bid is made in Canada and in each other jurisdiction where the bid is made and such communication is not prohibited by law. The offer must also be mailed to each registered holder of securities convertible or exchangeable into the class of securities that the bid is for, and to each holder that has a right to participate in the offer on some other basis.

          In the event of a disruption in postal service, or in cases where there are only a few shareholders in a particular province, direct communication with such shareholders by telephone, telegraph, telex, telecopier or e-mail would, subject to the approval of the Exchange, be acceptable. Participating Organizations shall make reasonable efforts to communicate the terms of the bid to all clients who are shown on their books as holding target shares.

          The offer must also be advertised in the manner prescribed by the Exchange unless some other means of communication is approved. The Exchange normally requires that an advertisement containing a summary of the offer be placed in national newspapers of sufficiently wide circulation to assure dissemination of the offer to all shareholders resident in Canada.

          The Exchange will disseminate the notice to its Participating Organizations. The offeror must provide the Exchange with such number of copies of the notice as may be required by the Exchange.
          8. Time Period of BidRule 6-204 provides that the book for receipt of tenders may not be opened until the morning of the twenty-first calendar day after acceptance of the notice. It is important to note that the time begins to run from acceptance of the notice and not from the time of mailing. Nevertheless, if the notice is not mailed to shareholders within a reasonably short period following acceptance, the Exchange will require that the time for the offer be extended in order to ensure adequate dissemination. If the offer is to remain open for the minimum period, i.e., until the morning of the twenty-first calendar day after acceptance of the notice, then mailing of the notice should occur within 24 hours of acceptance of the notice by the Exchange.
          9. Purchases During a Take-over Bid—Pursuant to Rule 6-304, an offeror making a stock exchange take-over bid may only purchase shares through the facilities of the Exchange if granted an exemption by the Exchange under Rule 6-601 (Powers of the Exchange). An exemption will only be granted by the Exchange where there is a competing circular bid. If an exemption is granted, such purchases are limited 5 per cent of the issued and outstanding, including purchases by the offeror and persons or companies acting jointly or in concert with the offeror during the preceding 90 days. As noted above, reference should also be made to section 94 of the Securities Act.
          10. Competing BidsRule 6-302 provides that where a competing stock exchange take-over bid is made neither the ranking bid nor the last bid may be withdrawn. The ranking bid is the bid that yields the highest average bid value. The calculation of each competing bid's average bid value should be made at the time of the announcement of the last bid. If an offeror making a stock exchange bid also makes a circular bid, the date of the book may be the original date set or such later date as the Exchange determines to be necessary for proper dissemination.
          11. Amendments to BidsRule 6-207 provides that the terms of a stock exchange take-over bid may be amended, but only to increase the price offered per share or the number of shares sought or to agree to pay an amount in respect of the seller's commission, or both. Notice must be given pursuant to Rule 6-207. In the case of ranking bids, Rule 6-302(c) provides that the terms of such bids may not be altered except to increase the average bid value.
          12. Withdrawal of Bids—Subject to Rule 6-302(b), Rule 6-202(4) provides that a stock exchange take-over bid may not be withdrawn unless the Exchange is satisfied that any undisclosed action prior to the date of the offer or any actions subsequent to that date by the board of directors or senior officers of the target company or by any person other than the offeror, effects an adverse material change in the affairs of the target company. Rule 6-110(b) pertains to the situation where there are competing stock exchange takeover bids, and permits a bid that is neither the ranking bid nor the last bid to be withdrawn.
          13. Book for Receipt of Tenders—Normally, a book for receipt of shares tendered to a stock exchange take-over bid is opened on the Exchange between 8:30 am. and 9:00 am. on a particular day. However, the Exchange recognizes that in certain circumstances—for example, to facilitate simultaneous acceptance and settlement—it may be desirable to open the hook at other times, such as between 4:00 p.m. and 5:00 p.m. The regular settlement rules shall normally apply to bids made before the opening; however, the Exchange may determine that other settlement rules shall apply to a particular bid. For bids made after the close, it may not be possible to enter the trades until the following morning. In such a case settlement shall be as determined by the Exchange.
          14. Extension of Bids—Pursuant to Rule 6-601, the Exchange may, in its discretion and at the request of the offeror, grant an extension of the bid after the book has closed. An extension will normally be granted where the offeror has failed to acquire the number of shares that it originally intended to acquire in a bid for all outstanding shares.
          15. Rounding Up—In order to simplify the pro-rating and to reduce the number of odd-lots, the Exchange may request the offeror to take up a number of shares slightly in excess of the number for which it originally bid.
          16. Conduct of Participating OrganizationsRule 6-205(a) prohibits Participating Organizations of the Exchange from knowingly assisting or participating in the tendering of more listed voting shares than are owned by the tendering party. The Exchange's trading and tendering rules will be designed in each case to effectively protect the integrity of the prorate.

          Participating Organizations should take note of Rule 4-203 which prohibits a Participating Organization from recording a price on the Exchange that, in the case of a sale by a client, is lower than the actual net price to the client. In other words, negative commissions are prohibited in the interests of the integrity of the tape. A client may not be paid more for their shares than the actual price of the trades pursuant to a take-over bid.
          17. Filing Fee—A filing fee of $1000 shall be paid to the Exchange on filing a duly executed notice. In addition, the regular Exchange trading fees shall apply to purchases under the bid.
          (3) Normal Course Purchases

          A "normal course purchase" is defined in Rule 6-101 as a purchase of such number of a class of securities that, together with all other purchases in the preceding 12 months, constitutes no more than 5% of the securities outstanding. A normal course purchase is a take-over bid, and therefore the rules only apply to purchasers that hold, or would hold after the purchase, at least 20% of the outstanding shares of a class of voting or equity securities (10% of a class of voting securities in the case of a company incorporated under the Canada Business Corporations Act). Shares purchased by persons or companies acting jointly or in concert with the offeror are included in determining the total number of shares purchased.

          An offeror may acquire up to 5% of the outstanding shares in a given 12 month period through the facilities of the Exchange without filing with the Exchange. An offeror may not acquire more than 5% of the outstanding shares in a 12 month period unless a formal take-over bid is made.

          Note that for the purpose of determining whether an offeror is making a normal course purchase (i.e. calculating whether the 20% threshold has been or will be reached), the beneficial ownership of securities by the offeror and any person acting jointly or in concert with the offeror is determined in accordance with section 90 of the Securities Act. Refer to Rule 6-101(3). Similarly, the number of outstanding securities is determined in accordance with subsection 90(3) of the Securities Act if the offeror or any person acting jointly or in concert with the offeror is deemed to be the beneficial owner of any such securities by section 90.
          (4) Insider Bids

          Where a stock exchange take-over bid is made by any insider of a listed offeree company, by any associate or affiliate of an insider, by any associate or affiliate of a listed offeree issuer or by any person acting jointly or in concert with any of the foregoing (all as defined in the Securities Act and OSC Policy 9.1), or where the offeror anticipates that a going-private transaction will follow the bid, the procedure is basically the same as that outlined above. Unless a waiver is obtained from the Director of the Commission, a valuation of the target company must be prepared in accordance with section 182 of the Regulation. Further, unless exempted by OSC Policy 9.1, or a waiver is obtained from the Director of the Commission pursuant to OSC Policy 9.1, a valuation of the target company must be prepared in accordance with the requirements set out in the Policy. Form 33-type disclosure and disclosure on legal matters must be included in the notice. In addition, corporate law may impose valuation requirements on offerors.
          (5) Issuer Bids

          Definition of an "Issuer Bid"—"Issuer Bid" is defined in Rule 6-101 as an offer to acquire listed securities made by or on behalf of a listed company for securities issued by that listed company, unless:
          a) the securities are purchased or acquired in accordance with terms and conditions attaching thereto that permit the purchase or acquisition of the securities by the issuer without the prior agreement of the owners of the securities, or where the securities are acquired to meet sinking fund or purchase fund requirements;
          b) the purchase or acquisition is required by the instrument creating or governing the class of securities or by the statute under which the issuer was incorporated, organized or continued; or
          c) the securities carry with them or are accompanied by a right of the owner of the securities to require the issuer to repurchase the securities and the securities are acquired pursuant to the exercise of such right.
          Types of Issuer Bids—Issuer bids made through the Exchange facilities fall into two categories:
          a) Normal Course Issuer Bids—Normal course issuer bids are limited to small market purchases made at the market price over an extended period of time. The term is defined in Rule 6-101. Generally, purchases may not exceed the greater of 5% of issued and outstanding shares or 10% of the public float over a 12-month period and 2% in any 30 day period. The Exchange Requirements with respect to normal course issuer bids are set out in the Policy 6-501.
          b) Substantial Issuer Bids—Substantial issuer bids are issuer bids that are not normal course issuer bids. There are two types of substantial issuer bids: issuer bids for voting or equity securities, and issuer bids for non-voting and non-equity securities. Each type of bid is subject to separate requirements.
          Pursuant to the Exchange's Requirements on timely disclosure, an issuer shall publicly disclose its intention to make an issuer bid as soon as the final decision to proceed with the bid is made.

          Substantial Issuer Bids—The requirements applicable to substantial issuer bids for voting or equity securities are basically the same as those outlined above for a take-over bid. An issuer making a substantial issuer bid for voting or equity securities through the facilities of the Exchange shall file a notice with the Exchange in accordance with Rule 6-203, and with the procedures described in this Policy under the heading "Procedure Applicable to Stock Exchange Take-over Bids". In addition, unless a waiver is obtained from the Director or the Commission, a valuation of the target company must be prepared in accordance with s. 182 of the Regulation under the Securities Act. Further, unless exempted by OSC Policy 9.1, or a waiver is obtained from the Director of the Commission pursuant to OSC Policy 9.1, a valuation of the target company must be prepared in accordance with the requirements set out in OSC Policy 9.1. OSC Policy 9.1 requires that Form 33-type disclosure and disclosure on legal matters be included in the notice. In addition, the notice must state the purpose or business reasons for the bid.

          The Exchange will disseminate copies of the notice to its Participating Organizations, and the offeror shall provide the Exchange with such number of copies of the notice as may be required by the Exchange.

          Substantial Issuer Bids for Non-Voting and Non- Equity Securities—A simpler procedure is available for issuer bids for securities that are neither voting nor equity securities if there is no requirement to provide a valuation or if exemptions from all applicable valuation requirements have been obtained. In this case, the issuer may file a less detailed form of notice with the Exchange, and is not required to mail a copy of the notice to each shareholder. The book for receipt of tenders may be held on the twenty-first day following acceptance of the notice of issuer bid by the Exchange.

          The issuer shall issue a press release indicating its intention to make a substantial issuer bid immediately after the Exchange has accepted notice of the bid. The press release shall summarize the material aspects of the contents of the notice, including the class of securities sought, the maximum number of securities sought, the date of the book and procedures for tendering. Once a press release has been issued, the issuer is committed to making the bid. The Exchange will disseminate copies of the notice to its Participating Organizations, and the offeror shall provide the Exchange with such number of copies of the notice as may be required by the Exchange.
          (6) Filing Fee

          A filing fee of $1000 shall be paid to the Exchange on filing a duly executed notice. In addition, the regular Exchange trading fees shall apply to purchases under the bid.
          (7) Exchange Discretion

          Rule 6-601 allows the Exchange to relieve any person from the provisions of Part 6 of the Rules where it would not be prejudicial to the public interest to do so. The Exchange may impose additional obligations on a person as circumstances may warrant. The Exchange has discretion to deny any person or company the use of Exchange facilities. Exemptions will only be granted after prior discussions with and the concurrence of the Commission.

          6-501.—Normal Course Issuer Bids

          (1) Introduction

          Rule 6-501 requires a normal course issuer bid to be made in accordance with this Policy. "Normal course issuer bid" is defined in Rule 6-101.

          This Policy sets out the procedures and policies of the Exchange for normal course issuer bids made through its facilities. Subject to certain restrictions, a listed company is generally permitted to purchase through normal market purchases up to 2% of a class of its voting securities in a given 30-day period up to a maximum in a 12-month period of the greater of 5% of outstanding shares or 10% of the public float.

          The objectives of the Policy are to:
          a) provide listed companies with a reasonable and flexible framework within which they may purchase their own shares;
          b) provide shareholders with satisfactory disclosure;
          c) encourage listed companies to treat shareholders equally;
          d) ensure that purchases listed companies do not have a significant effect on the market price of the company's securities; and
          e) set forth a clear set of rules for normal course issuer bids to facilitate compliance.
          (2) Securities Act Exemption

          The Securities Act exempts from its requirements an issuer bid (as defined in the Securities Act) where it is made through the facilities of a stock exchange recognized by the Commission. The Exchange has been recognized by the Commission. The Canada Business Corporations Act and the Securities Acts of certain other provinces have similar provisions.

          Subsection 93(4) of the Securities Act requires a bid made through a stock exchange pursuant to any exemption in the Securities Act, including the stock exchange exemption, to be made in accordance with by-laws, regulations and policies of the Exchange. Rule 6-201 states that an issuer shall not make an issuer bid through the facilities of the Exchange except in accordance with Exchange Requirements. Where a notice filed with the Exchange contains a misrepresentation or where the issuer otherwise fails to comply with any of the provisions of this Policy, the Exchange will advise the Commission that subsection 93(4) has been violated. This may result in a determination that the Securities Act exemption does not apply and the issuer will therefore be in contravention of the Securities Act as well as Exchange Requirements.

          The requirements set out in this Policy must also be followed by an issuer purchasing shares of a class of the issuer through the facilities of the Exchange pursuant to any applicable exemption of the Securities Act other than the stock exchange exemption. This is required by subsection 93(4) of the Securities Act.
          (3) Substantial Issuer Bids

          A listed company may make repurchases of its shares in excess of those permitted under the normal course issuer bid rules by making a formal bid pursuant to the provisions of Part 6 of the Rules and the Policy on Stock Exchange Take-over Bids and Issuer Bids. Questions regarding formal bids through the facilities of the Exchange should be directed to the Regulatory and Market Policy Section of the Exchange.
          (4) Definitions

          Please refer to Part 6 of the Rules for the definitions applicable to this Policy, including definitions of "issuer bid", "normal course issuer bid" and "public float". The terms "issuer" and "listed company" are used interchangeably herein. The definitions in Part I of the Rules also apply to this Policy.
          (5) Restricted Shares

          Where the issuer has a class of Restricted Shares, the notice shall include a description of the voting rights of all equity securities (as defined in the Securities Act) of the issuer. Reference is made to OSC Policy 1.3 and the Exchange Requirements on Restricted Shares. Where the issuer does not propose to make the same normal course issuer bid for all classes of voting and equity securities, Item 6 of the notice shall state the business reasons for so limiting the normal course issuer bid.
          (6) Procedure for Making a Normal Course Issuer Bid
          a) Intention to Acquire Shares—The filing of a notice is a declaration by the issuer that it has a present intention to acquire shares. The notice should set out the number of shares that the issuer's board of directors has determined may be acquired rather than simply reciting the maximum number of shares that may be purchased pursuant to this Policy. A notice is not to be filed if the issuer does not have a present intention to purchase shares.

          The Exchange will not accept a notice if the company would not meet the criteria for continued listing on the Exchange, assuming all of the purchases contemplated by the notice were made.
          b) Contents and Filing of the Notice—The Exchange requires that the issuer prepare and submit to the Exchange a draft of a notice containing the information prescribed by the Appendix to this Policy. When the notice is in a form acceptable to the Exchange, the issuer shall file the notice in final form, duly executed by a senior officer or director of the issuer, for acceptance by the Exchange.
          c) Duration—A normal course issuer bid shall not extend for a period of more than one year from the date on which purchases may begin.
          d) Press Release—The issuer will generally issue a press release indicating its intention to make a normal course issuer bid, subject to regulatory approval, prior to acceptance of the executed notice by the Exchange. The press release should summarize the material aspects of the contents of the notice, including the number of shares sought, the reason for the bid and previous purchases. If a press release has not already been issued, a draft press release should be provided to the Exchange and the issuer shall issue a press release as soon as the notice is accepted by the Exchange. A copy of the final press release shall be filed with the Exchange.
          e) Disclosure to Shareholders—The issuer shall include a summary of the material information contained in the notice in the next annual report, annual information circular, quarterly report or other document mailed to shareholders. The document should indicate that shareholders may obtain a copy of the notice, without charge, by contacting the issuer.
          f) Commencement of Purchases—A normal course issuer bid may commence on the date that is two trading days after the latest of
          i) the date of acceptance by the Exchange of the issuer's notice in final Executed form; or
          ii) the date of issuance of the press release required by Policy 6-501 (6)(d).
          g) Publication by the Exchange—Upon acceptance of the notice the Exchange will publish summary notification of the normal course issuer bid in its Daily Record.
          h) Amendment—During the course of a normal course issuer bid an issuer may determine that it wishes to amend its notice by increasing the number of shares sought while not exceeding the maximum percentages referred to in the definition of normal course issuer bid. The issuer may do so by issuing a press release and advising the Exchange in writing.
          (7) Purchases by a Trustee or Agent

          A trustee or other purchasing agent (hereinafter referred to as a "trustee") for a pension, stock purchase, stock option, dividend reinvestment or other plan in which employees or shareholders of a listed company may participate is deemed to be making an offer to acquire securities on behalf of the listed company where the trustee is deemed to be non-independent. Trustees that are deemed to be non-independent are subject only to Policy 6-501(8) and (9) and to the limits on purchases of the issuer's securities prescribed by the definition of "normal course issuer bid". Trustees that are non-independent must notify the Exchange before commencing purchases.

          A trustee is deemed to be non-independent where:
          a) the trustee (or one of the trustees) is an employee, director associate or affiliate of the issuer; or
          b) the issuer, directly or indirectly, has control over the time, price, amount and manner of purchases or the choice of the broker through which the purchases are to be made. The issuer is not considered to have control where the purchase is made on the specific instructions of the employee or shareholder who will be the beneficial owner of the shares.
          The Exchange should be contacted where there is uncertainty as to the independence of the trustee.
          (8) Reporting Purchases

          Within 10 days of the end of each month in which any purchases are made, whether the securities were purchased through the facilities of the Exchange or otherwise, the issuer shall report its purchases to the Exchange stating the number of securities purchased during its purchases that month, giving the average price paid and stating whether the securities have been cancelled, reserved for issuance or otherwise dealt with. Nil reports are not required. The monthly reports are to be addressed to the attention of the Exchange's Advisory Affairs Division. The issuer may delegate the reporting requirement to the Participating Organization appointed to make its purchases; however, the issuer bears the responsibility of ensuring timely reports are made. The Exchange periodically publishes a list of securities purchased pursuant to normal course issuer bids.

          This paragraph also applies to purchases by non-independent trustees pursuant to Policy 6-501(7) and to purchases by any party acting jointly or in concert with the issuer.
          (9) Prohibited Purchases

          The Exchange has set the following rules for issuers and Participating Organizations acting on their own behalf
          2. Price Limitations—It is inappropriate for an issuer making a normal course issuer bid to abnormally influence the market price of its shares. Therefore, purchases made by issuers pursuant to a normal course issuer bid shall be made at a price which is not higher than the last independent trade of a board lot of the class of shares which is the subject of the normal course issuer bid. In particular, the following are not "independent trades":
          a) trades directly or indirectly for the account of(or an account under the direction of) an insider of the issuer, or any associate or affiliate of either the issuer or an insider of the issuer;
          a) trades for the account of (or an account under the direction of) the Approved Trader making purchases for the bid; and
          b) trades solicited by the Approved Trader making purchases for the bid.
          3. Prearranged Trades—It is important to investor confidence that all holders of identical shares be treated in a fair and evenhanded manner by the issuer. Therefore, across or pre-arranged trade is not permitted where the seller is an insider of the issuer, an associate of an insider, or an associate or affiliate of the issuer.
          4. Private Agreements—It is the view of the Exchange that it is in the interest of shareholders that transactions pursuant to an issuer bid should be made in the open market. This philosophy is also reflected in the Securities Act, which provides very limited exemptions for private agreement purchases. The Exchange, therefore, will not normally accept a notice which indicates that purchases will be made other than by means of open market transactions.
          5. Sales from Control—Purchases pursuant to a normal course issuer bid shall not be made from a person effecting a sale from control block pursuant to subsection 72(7) of the Securities Act and Policy 4-305 on Sales from Control Blocks Through the Facilities of the Exchange. It is the responsibility of the Participating Organization acting as agent for the issuer to ensure that it is not bidding in the market for the normal course issuer bid at the same time as a Participating Organization is offering the same class of securities of the issuer under a sale from control.
          6. Purchases During a Take-Over Bid—An issuer shall not make any purchases of its securities pursuant to a normal course issuer bid during a take-over bid for those securities. This restriction applies during the period from the first public announcement of the bid until the termination of the period during which securities may be deposited under such bid, including any extension thereof This restriction does not apply to purchases made solely as a trustee pursuant to a pre-existing obligation under a pension, stock purchase, stock option, dividend reinvestment or other plan.
          In addition, if the issuer is making a securities exchange take-over bid, it shall not make any purchases of the security offered in the bid pursuant to OSC Policy 9.3.
          (10) Participating Organization

          The issuer shall appoint only one Participating Organization at any one time as its broker to make purchases. The issuer shall inform the Exchange in writing of the name of the responsible broker. The Participating Organization shall be provided with a copy of the notice and be instructed to make purchases in accordance with the provisions of this Policy and the terms of such notice. The Exchange will look to its Participating Organizations to make purchases in accordance with such instructions. To assist the Exchange in its surveillance function, the issuer is required to receive the written consent of the Exchange where it intends to change its broker.
          (11) Powers of the Exchange

          The powers of the Exchange with respect to normal course issuer bids are set out in Rule 6-601. They include the power to exempt any person from Exchange Requirements where in the opinion of the Exchange, it would not be prejudicial to the public interest to do so. Blanket exemptions will only be granted after prior discussions with and the concurrence of the Commission.
          (12) Suspension for Non-Compliance

          Failure to comply with any requirement herein may result in the suspension of the bid.
          (13) Fees

          A fee of $1000 shall be paid on filing a duly executed notice.
          (14) Enquiries

          Notices of normal course issuer bids and monthly reports regarding purchases should be addressed to the Regulatory and Market Policy Section of the Exchange. Questions and comments regarding the procedures and policies of the Exchange relating to normal course issuer bids should be directed to the Market Policy Section at 947-4566.

        • Notice of Intention to Make a Normal Course Issuer Bid

          CONTENTS OF NOTICE — A notice shall provide the information set out below in the following form:

          Item 1 Name of Issuer
          Item 2 Shares Sought—State the class and maximum number (or percentage) of shares that may be acquired. Also state the percentage of shares outstanding or the public float, as the case may be, that the bid is for. Where the issuer has established a specific number of shares to be acquired, state the number of shares sought. A notice may relate to the acquisition of more than one class of shares of an issuer provided the bid for each class of shares qualifies as a normal course issuer bid. For example, an issuer with common shares and convertible preferred shares outstanding may wish to purchase up to 5% of each class over a 12 month period.
          Item 3 Duration—State the dates on which the normal course issuer bid will commence and terminate. The normal course issuer bid may not extend for a period of more than one year from the date on which purchases may commence.
          Item 4 Method of Acquisition.—Indicate clearly that purchases will be effected through the facilities of the Exchange and identify any other exchanges on which purchases will be made. State that purchase and payment for the shares will be made by the issuer in accordance with the requirements of the Exchange and that the price that the issuer will pay for any shares acquired by it will be the market price of the shares at the time of acquisition.

          In addition, indicate whether purchases (other than by way of exempt offer) will be made other than by means of open market transactions during the period the normal course issuer bid is outstanding.
          Item 5 Consideration Offered—Indicate any restrictions on the price the offeror is prepared to pay and any other restrictions relating to the issuer bid, such as specific funds available, method of purchasing, etc.
          Item 6 Reasons for the Normal Course Issuer Bid—State the purpose or the business reasons for normal course issuer bid.
          Item 7 Valuation—Include a summary of any appraisal or valuation of the issuer known to the directors or officers of the issuer after reasonable enquiry regarding the issuer, its material assets or securities prepared within the two years preceding the date of the notice, together with a statement of a reasonable time and place at which such appraisal or valuation, or a copy thereof may be inspected. For the purpose of this Item 7, the phrase "appraisal or valuation" means both an independent appraisal or valuation and a material non-independent appraisal or valuation.
          Item 8 Previous Purchases—Where the issuer has purchased shares which are the subject of the normal course issuer bid within the past 12 months, state the method of acquisition, the number of shares purchased and the average price paid.
          Item 9 Persons Acting Jointly or In Concert with the Issuer—Disclose the identity of any party acting jointly or in concert with the issuer.
          Item 10 Acceptance by Insiders, Affiliates and Associates—State the name of every director or senior officer of the company who intends to sell shares of the issuer during the course of the normal course issuer bid and where their intention is known after reasonable enquiry, the name of every:
          18. associate of a director or senior officer of the company;
          19. person acting jointly or in concert with the company; or
          20. person holding 10% or more of any class of equity securities of the company, who intends to sell shares.
          Item 11 Benefits from the Normal Course Issuer Bid—State direct or indirect benefits to any of the persons or companies named in item 10 of selling or not selling shares of the issuer during the course of the normal course issuer bid. An answer to this item is not required where the benefits to such company of selling or not selling shares are the same as the benefits to any other shareholder who sells or does not sell.
          Item 12 Material Changes in the Affairs of the Issuer Company—Disclose any previously undisclosed material changes or plans or proposals for material changes in the affairs of the issuer.
          Item 13 Certificate—The notice shall be certified complete and accurate and in compliance with Part 6 of the Rules and Policies of the Exchange by a director or senior officer of the issuer duly authorized by the issuer's board of directors. The certificate shall include a statement to the effect that the notice contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it is made.

      • Appendix G Deleted

        See Sections 634637

      • Appendix H Company Reporting Forms

        • TSX Company Reporting Forms — User Guide

          Refer to the "Filing Instructions" section of each Company Reporting Form or to the TSX SecureFile User's Guide, available on the SecureFile website, to determine when the filing of such Form is required.

          •  All of the Company Reporting Forms are available on the TSX website at www.tsx.com by clicking on "A Listed company" and selecting "TSX Company Manual", then scroll down the page for the respective forms.
          •  Company Reporting Forms 1, 2, 3, 5, 8, 9 and 101 are available on TSX SecureFile and may only be filed via TSX SecureFile.
          •  Company Reporting Forms 4, 11, 12 and 13 can be filed via fax, email, mail/courier or TSX SecureFile.
          •  TSX requirement that each Company file an Annual Questionnaire has been repealed and replaced with the requirement that each Company must file the relevant Company Reporting Form in the appropriate circumstances.
          •  In this User Guide and in TSX Company Reporting Forms,
          (i) the term "Company" includes a trust, partnership or other form of TSX-listed business organization; and
          (ii) the term "share" includes any equity interest in a trust, partnership or other form of business organization or an equity interest in the net assets of any of them, as the case may be.

          1 On TSX SecureFile, the content of former Company Reporting Form 10 is now located in Company Reporting Form 2.

    • Notices of Approval

      • Notice of Housekeeping Rule Amendment to the TSX Company Manual (May 23, 2019)

        • Introduction

          In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the "Protocol"), Toronto Stock Exchange ("TSX") has adopted, and the Ontario Securities Commission has approved, a housekeeping amendment (the "Amendment") to Part I of the TSX Company Manual (the "Manual"). The Amendment is a Housekeeping Rule under the Protocol and therefore has not been published for comment. The Ontario Securities Commission has not disagreed with the categorization of the Amendment as a Housekeeping Rule.

        • Reasons for the Amendment

          The Amendments relate to non-public interest changes to include Investors Exchange ("IEX") in the definition of "Recognized Exchange" in Part I of the Manual.

        • Summary of the Non-Public Interest Amendment

            Section of the Manual Amendment Rationale
          1. Part I — Definition of "Recognized Exchange" Update definition to include IEX Generally, TSX defers to other exchanges or jurisdictions for an expanded number of transactions as well as on certain corporate governance matters as they apply to certain interlisted issuers (the "Deference Model"). TSX views the Deference Model as appropriate where the other exchange and corporate laws have appropriate requirements and TSX has a clear minority of trading, although such requirements may not be exactly the same as the requirements in Canada. Similarly to New York Stock Exchange and Nasdaq Global Market, the IEX listing rules address security holder protection and marketplace quality, although the requirements are not exactly the same as those in Canada. TSX considers the IEX listing rules appropriate in relation to the Deference Model. In addition, the wording in the definition of "Recognized Exchange" provides TSX with the necessary discretion to include additional exchanges as "Recognized Exchanges".

        • Text of the Amendment

          The Amendment is set out as blacklined text at Appendix A. For ease of reference, a clean version of the Amendment is set out at Appendix B.

        • Effective Date

          The Amendment becomes effective on May 23, 2019.

        • Appendix A Blackline of Non-Public Interest Amendment to the TSX Company Manual

          PART I INTRODUCTION

          […]

          "Recognized Exchange" includes the following exchanges and marketplaces: New York Stock Exchange, NYSE MKT, NASDAQ, London Stock Exchange Main Board, AIM, Australian Securities Exchange, Hong Kong Stock Exchange Main Board, Investors Exchange and others, as may be determined by TSX from time to time;

          […]

        • Appendix B Non-Public Interest Amendment to the TSX Company Manual

          PART I INTRODUCTION

          […]

          "Recognized Exchange" includes the following exchanges and marketplaces: New York Stock Exchange, NYSE MKT, NASDAQ, London Stock Exchange Main Board, AIM, Australian Securities Exchange, Hong Kong Stock Exchange Main Board, Investors Exchange and others, as may be determined by TSX from time to time;

          […]

      • Notice of Housekeeping Rule Amendments to the TSX Company Manual (December 20, 2018)

        • Introduction

          In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the "Protocol"), Toronto Stock Exchange ("TSX") has adopted, and the Ontario Securities Commission has approved, certain housekeeping amendments (the "Amendments") to Parts III, IV, VI, VII, IX, and XI of the TSX Company Manual (the "Manual"). The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The Ontario Securities Commission has not disagreed with the categorization of the Amendments as Housekeeping Rules.

        • Reasons for the Amendments

          The Amendments relate to non-public interest changes and include fixing typographical errors, clarifying provisions, and amending the requirements to file Personal Information Forms ("PIF") or Declarations for Exchange Traded Funds ("ETFs").

        • Summary of the Non-Public Interest Amendments

            Section of the Manual Amendment Rationale
          1. 345 — Listing Application Procedure Update references to contact information. Update references to contact information.
          2. 423.6 — Disclosing Material Information Amend language to correct typographical error. Correct typographical error.
          3. 606(a) — Prospectus Offerings Amend language to correct typographical error. Correct typographical error.
          4. 626 — Backdoor Listings Amend language to clarify the application of the section. Amend the language to reflect, and provide clarity on, the practice used by TSX with respect to the application of the section.
          5. 629(h) and 629(i) — Special Rules Applicable to Normal Course Issuer Bids Amend language to correct typographical errors, and to clarify when purchases can commence under an amended normal course issuer bid ("NCIB"). Amend the language to reflect the practice used by TSX with respect purchases in the context of amended NCIBs.
          6. 716 — Management Amend language to clarify TSX practice and to conform to changes made for ETFs in Section 1101. Amend language to clarify TSX practice and to conform to changes made in Section 1101.
          7. 910 — News Services and Publications Amend language to refer to TSX website for a list of key segments of the news media. Amend language to refer to TSX website for a list of key segments of the news media.
          8. 1101 — Introduction Amend language to clarify requirements to file PIFs or Declarations for ETFs. To alleviate administrative burden on the ETFs, rather than treating each ETF as a new issuer, TSX will treat each ETF fund manager as a new issuer so that where the insiders of a fund manager have previously filed a PIF and launch a new ETF, neither a PIF nor a Declaration is required to be filed. Also reserving the right of TSX to request a PIF for any individual associated with an ETF.

        • Text of the Amendments

          The Amendments are set out as blacklined text at Appendix A. For ease of reference, a clean version of the Amendments are set out at Appendix B.

        • Effective Date

          The Amendments become effective on December 20, 2018.

        • Appendix A Blacklines of Non-Public Interest Amendments to the TSX Company Manual

          Change No. 1

          Sec. 345.

          Listings is available for consultation regarding the preparation of the Listing Application and the listing process. Contact Company Listings at (416) 947-4533 orby e-mail: listedissuers@tmx.com.

          Change No. 2

          Sec. 423.6.

          […]

          The names of the designated officers, the names of their hackback-ups, and their areas of responsibility should be given to Market Surveillance. Market Surveillance may need to contact them in the event of unusual trading in the company's securities.

          Change No. 3

          Sec. 606. Prospectus Offerings

          (a) Listed issuers proposing to issue securities of a listed class pursuant to a prospectus must file one copy of the preliminary prospectus with TSX concurrently with the filing thereof with the applicable securities commissions. The notice requirement contained in Subsection 602(a) will be satisfied by the tilingfiling of the preliminary prospectus, together with a letter which must state: (i) whether any insider has an interest, directly or indirectly, in the transaction and the nature of such interest; (ii) whether and how the transaction could materially affect control of the listed issuer; (iii) the anticipated number of purchasers under the offering; and (iv) whether an "if, as and when issued" market may be requested.

          Change No. 4

          Sec. 626.

          A "backdoor listing" occurs when a transaction results in the acquisition by or of a listed issuer of or by an entity not currently listed on TSX. The transaction may be a series of transactions and may take one of a number of forms, including an issuance of securities for assets, an amalgamation or a merger.

          Change No. 5

          Sec. 629. Special Rules Applicable to Normal Course Issuer Bids

          […]

          (h) A normal course issuer bid may commence on the date that is two trading days after the later of:
          (i) the date of acceptance by TSX of the listed issuer's notice in final executed Form 12 notice; or
          (ii) the date of issuance of the news release required by Subsection (f) of this Section 629.
          (i) During a normal course issuer bid, a listed issuer may determine to amend its notice by increasing the number of securities sought while not exceeding: (i) the maximum percentages referred to in the definition of normal course issuer bid or (ii) provided that the issuer has increased its number of issued securities which are subject to the bid by at least 25% from the number of issued securities as at the date of acceptance of the notice of normal course issuer bid by TSX, the maximum percentages referred to in the definition of normal course issuer bid, as at the date of the amended notice. When the amended notice is in a form acceptable to TSX, the listed issuer shall file the amended notice in final form, duly executed by a senior officer or director of the listed issuer, for acceptance by TSX. The final form of the amended notice must be filed at least three clear trading days prior to the commencement of any purchases under the amended bid. In addition, a draft press release must be provided to TSX and the listed issuer shall issue a press release as soon as the amended notice is accepted by TSX. A copy of the final press release shall be filed with TSX. Upon acceptance of the amended notice, TSX will publish a summary notification of the normal course issuer bid in its Daily Record. The amended normal course issuer bid may commence on the date that is two trading days after the later of: (i) the date of acceptance by TSX of the listed issuer's final amended and executed Form 12 notice; or (ii) the date of issuance of the news release required by this Section 629(i).

          Change No. 6

          Sec. 716.

          […]

          Once submitted and cleared by the Exchange, a Personal Information Form (Form 4—Appendix H) for an insider of a corporate issuer, including a person acting in a similar capacity for an ETF, is valid for a time period of three years, absent any material change in the information submitted. OnceAn insider of a corporate issuer, including a person acting in a similar capacity for an ETF, may submit a completed Declaration (Form 4B—Appendix H) in lieu of a Personal Information Form (Form 4—Appendix H) has beenwithin such three year period absent any material change in the information submitted in the original Personal Information Form. For ETFs, see also Section 1101. Once submitted and cleared by the Exchange, such clearance is valid for a period of one calendar yeara Personal Information Form (Form 4—Appendix H) for Non-Corporate Issuers. After (other than ETFs) is valid for a time period of one year, subject to there having been noabsent any material change in the information submitted to the Exchange in the original Personal Information Form (Form 4—Appendix H), an. An insider of a Non-Corporate Issuers (other than ETFs) may submit a completed Declaration (Form 4B—Appendix H) in connection with a new listing applicationlieu of a Personal Information Form within and after such one year period absent any material change in the information submitted in the original Personal Information Form.

          Change No. 7

          Sec. 910.

          As a matter of routine procedure, all information of importance should be released as quickly as circumstances permit, and to as broad an audience as possible. After notification to Market Surveillance, a news release must be transmitted to the media by the quickest possible method, and by one that provides the widest dissemination possible. To ensure that the entire financial community is aware of the news at the same time, the Exchange's timely disclosure policy requires that a wire service (or combination of services) be used which provides national and simultaneous coverage of the full text of the release to the national financial press and daily newspapers that provide regular coverage of financial news, to all Participating Organizations and to all relevant regulatory bodies. If the officials of a listed company have any questions about the acceptability of a particular means of dissemination, they should contact Market Surveillance. A list of key segments of the news media is set out belowcan be found at: https://www.tsx.com/listings/tsx-and-tsxv-issuer-resources/tsx-issuer-resources/continuous-disclosure.

          A) Paid Distribution News Services (providing full text coverage)
          CNW Group
          Marketwire Inc.
          GlobeNewswire, Inc.
          Filing Services Canada Inc.
          Business Wire
          Newsfile Corp.
          B) Financial News Services
          Dow Jones (Toronto)
          Dow Jones (Montréal)
          Reuters (Toronto)
          Reuters (Montréal)
          Bloomberg News
          Canadian Press (Toronto)
          Canadian Press (Montréal)

          These news ticker services transmit information to the financial community in Canada, the United States and other countries.

          C) Some Prominent Canadian Publications Providing National News Coverage
          1. The Globe and Mail
          2. The National Post
          3. The Toronto Star
          4. The Vancouver Sun
          5. The Montréal Gazette
          6. La Presse
          7. Les Affaires
          8. Calgary Herald
          9. Edmonton Journal
          10. Northern Miner
          11. The Halifax Chronicle Herald
          12. The Winnipeg Free Press
          13. The Leader-Post (Regina)
          14. The London Free Press

          Change No. 8

          A. Original Listing Requirements

          Sec. 1101. Introduction

          […]

          The Exchange will also take into consideration an applicant's status regarding compliance with the requirements of other regulatory agencies. In addition, the Exchange must be satisfied that an applicant is in compliance with Exchange policies applicable to listed issuers, including policies described in Part III., except in the case of ETFs in respect of the requirement to provide Personal Information Forms for each insider of the ETF under Section 339. For ETFs, the Exchange will require Personal Information Forms only from each insider of an ETF manager. Absent any material change in the information submitted in the original Personal Information Form, an insider of an ETF manager does not need to file a new Personal Information Form or Declaration for so long as he or she remains associated with the same ETF manager to which the original Personal Information Form relates. The Exchange may require Personal Information Forms from any individual associated with the ETF, as the Exchange determines appropriate.

        • Appendix B Non-Public Interest Amendments to the TSX Company Manual

          Change No. 1

          Sec. 345.

          Listings is available for consultation regarding the preparation of the Listing Application and the listing process. Contact Company Listings by e-mail: listedissuers@tmx.com.

          Change No. 2

          Sec. 423.6.

          […]

          The names of the designated officers, the names of their back-ups, and their areas of responsibility should be given to Market Surveillance. Market Surveillance may need to contact them in the event of unusual trading in the company's securities.

          Change No. 3

          Sec. 606. Prospectus Offerings

          (a) Listed issuers proposing to issue securities of a listed class pursuant to a prospectus must file one copy of the preliminary prospectus with TSX concurrently with the filing thereof with the applicable securities commissions. The notice requirement contained in Subsection 602(a) will be satisfied by the filing of the preliminary prospectus, together with a letter which must state: (i) whether any insider has an interest, directly or indirectly, in the transaction and the nature of such interest; (ii) whether and how the transaction could materially affect control of the listed issuer; (iii) the anticipated number of purchasers under the offering; and (iv) whether an "if, as and when issued" market may be requested.

          Change No. 4

          Sec. 626.

          A "backdoor listing" occurs when a transaction results in the acquisition by or of a listed issuer of or by an entity not currently listed on TSX. The transaction may be a series of transactions and may take one of a number of forms, including an issuance of securities for assets, an amalgamation or a merger.

          Change No. 5

          Sec. 629. Special Rules Applicable to Normal Course Issuer Bids

          […]

          (i) A normal course issuer bid may commence on the date that is two trading days after the later of:
          (i) the date of acceptance by TSX of the listed issuer's final executed Form 12 notice; or
          (ii) the date of issuance of the news release required by Subsection (f) of this Section 629.
          (j) During a normal course issuer bid, a listed issuer may determine to amend its notice by increasing the number of securities sought while not exceeding: (i) the maximum percentages referred to in the definition of normal course issuer bid or (ii) provided that the issuer has increased its number of issued securities which are subject to the bid by at least 25% from the number of issued securities as at the date of acceptance of the notice of normal course issuer bid by TSX, the maximum percentages referred to in the definition of normal course issuer bid, as at the date of the amended notice. When the amended notice is in a form acceptable to TSX, the listed issuer shall file the amended notice in final form, duly executed by a senior officer or director of the listed issuer, for acceptance by TSX. In addition, a draft press release must be provided to TSX and the listed issuer shall issue a press release as soon as the amended notice is accepted by TSX. A copy of the final press release shall be filed with TSX. Upon acceptance of the amended notice, TSX will publish a summary notification of the normal course issuer bid in its Daily Record. The amended normal course issuer bid may commence on the date that is two trading days after the later of: (i) the date of acceptance by TSX of the listed issuer's final amended and executed Form 12 notice; or (ii) the date of issuance of the news release required by this Section 629(i).

          Change No. 6

          Sec. 716.

          […]

          Once submitted and cleared by the Exchange, a Personal Information Form (Form 4—Appendix H) for an insider of a corporate issuer, including a person acting in a similar capacity for an ETF, is valid for a time period of three years, absent any material change in the information submitted. An insider of a corporate issuer, including a person acting in a similar capacity for an ETF, may submit a completed Declaration (Form 4B—Appendix H) in lieu of a Personal Information Form within such three year period absent any material change in the information submitted in the original Personal Information Form. For ETFs, see also Section 1101. Once submitted and cleared by the Exchange, a Personal Information Form (Form 4—Appendix H) for Non-Corporate Issuers (other than ETFs) is valid for a time period of one year, absent any material change in the information submitted. An insider of a Non-Corporate Issuers (other than ETFs) may submit a completed Declaration (Form 4B—Appendix H) in lieu of a Personal Information Form within and after such one year period absent any material change in the information submitted in the original Personal Information Form.

          Change No.7

          Sec. 910.

          As a matter of routine procedure, all information of importance should be released as quickly as circumstances permit, and to as broad an audience as possible. After notification to Market Surveillance, a news release must be transmitted to the media by the quickest possible method, and by one that provides the widest dissemination possible. To ensure that the entire financial community is aware of the news at the same time, the Exchange's timely disclosure policy requires that a wire service (or combination of services) be used which provides national and simultaneous coverage of the full text of the release to the national financial press and daily newspapers that provide regular coverage of financial news, to all Participating Organizations and to all relevant regulatory bodies. If the officials of a listed company have any questions about the acceptability of a particular means of dissemination, they should contact Market Surveillance. A list of key segments of the news media can be found at: https://www.tsx.com/listings/tsx-and-tsxv-issuer-resources/tsx-issuer-resources/continuous-disclosure.

          Change No. 8

          A. Original Listing Requirements

          Sec. 1101. Introduction

          […]

          The Exchange will also take into consideration an applicant's status regarding compliance with the requirements of other regulatory agencies. In addition, the Exchange must be satisfied that an applicant is in compliance with Exchange policies applicable to listed issuers, including policies described in Part III, except in the case of ETFs in respect of the requirement to provide Personal Information Forms for each insider of the ETF under Section 339. For ETFs, the Exchange will require Personal Information Forms only from each insider of an ETF manager. Absent any material change in the information submitted in the original Personal Information Form, an insider of an ETF manager does not need to file a new Personal Information Form or Declaration for so long as he or she remains associated with the same ETF manager to which the original Personal Information Form relates. The Exchange may require Personal Information Forms from any individual associated with the ETF, as the Exchange determines appropriate.

      • Notice of Approval Amendments to Part X of the Toronto Stock Exchange Company Manual (October 4, 2018)

        • Introduction

          In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits thereto for recognized exchanges, Toronto Stock Exchange ("TSX") has adopted and the Ontario Securities Commission ("OSC") has approved, certain public interest changes to Part X of the TSX Company Manual (the "Manual") - Special Purpose Acquisition Corporations ("Part X") and certain ancillary changes (collectively, the "Amendments"). The Amendments were published for public comment in a request for comments on May 31, 2018 (the "Request for Comments").

        • Reason for the Amendments

          When the rules for the Special Purpose Acquisition Corporation ("SPAC") program were originally adopted by TSX in 2008, many U.S. commercial practices were embedded in the TSX requirements. TSX held small group meetings in 2017 with the lawyers, equity capital market dealers, founders and investors involved in SPACs to gather feedback on their experiences and challenges with the SPAC program. As a result of the evolution of global commercial practices, feedback received and TSX's experience with SPACs to date, TSX is implementing the Amendments.

        • Summary of the Amendments

          a) Capital Structure & Completion of a Qualifying Acquisition - Redemptions - Sections 1008 and 1027

          Section 1008 has been amended to permit a SPAC to limit the maximum redemption rights that may be exercised by shareholders, provided that the limit is not lower than 15% of the shares sold in the initial public offering ("IPO") and that such limitation is disclosed in the IPO prospectus. In addition, Section 1027 has been amended to eliminate the requirement that shareholders vote against a qualifying acquisition in order to have a redemption right. Under the Amendments, all shareholders will have a redemption right (other than founding securityholders in respect of their founding securities) whether or not they vote against a qualifying acquisition, subject to a redemption limit, if imposed.

          b) Capital Structure - Warrant Expiry Date - Section 1008(b)(ii)

          Section 1008(b)(ii) has been amended to remove the word "fixed" so that a warrant expiry date could be based on the completion of the qualifying acquisition, rather than on a fixed date.

          c) Prohibition of Debt Financing - Section 1009

          Section 1009 has been amended so that a SPAC may obtain unsecured loans from its founders or their affiliates for amounts up to the equivalent of 10% of the funds held in escrow under Section 1010. The loans would not have any recourse against the escrow funds available for redemption or liquidation and would be limited to amounts as disclosed in the IPO prospectus. Assuming the qualifying acquisition successfully closes, the loans would be repayable by the resulting issuer from the remaining funds released from escrow or otherwise available to the SPAC. In the event that the SPAC is liquidated, the founders (or their affiliates) would have no recourse against the escrowed funds.

          d) Public Distribution - Sections 1015 and 1029

          Section 1015(c) has been amended to reduce the minimum number of public board lot holders required from 300 to 150.

          Following the completion of a qualifying acquisition by a SPAC, the resulting issuer must meet TSX's original listing requirements set out in Part III of the Manual since, effectively, the resulting issuer represents a new listing. These requirements include, among other things, the public distribution requirement set out in Section 315 which requires at least 300 public board lot holders. TSX understands that it has been difficult for SPACs to determine whether they meet the 300 public board lot holder requirement and provide supporting evidence of same upon closing of the qualifying transaction.

          As a result, TSX proposed to amend Section 1029 to provide the resulting issuer with up to 90 days from the completion of the qualifying acquisition to provide evidence that it meets the public distribution requirement set out in Section 315. After consideration of comments received in connection with the Request for Comments, TSX amended Section 1029 to provide the resulting issuer with up to 180 days (rather than the 90 days originally proposed) from the completion of the qualifying acquisition to provide evidence that it meets the public distribution requirement set out in Section 315.

          e) Other Requirements - Annual Meeting Relief - Section 1021

          Section 1021 has been amended to exempt a SPAC from the requirement to hold an annual meeting in accordance with Section 464 and to provide notice and the opportunity to attend and speak at such meetings as required by Section 624(h).

          f) Other Requirements - Restricted Share Policy Relief - Section 1021

          Section 1021 has been amended to exempt SPACs from the application of: (i) Section 624(l) in respect of takeover protective provisions; and (ii) Section 624(m) in respect of the prohibition on the issuance of shares with greater voting rights than any listed shares. These exemptions would apply to SPACs prior to their qualifying acquisition. Any proposed implementation of a dual class share structure, restricted shares or similar structure at the time of the qualifying acquisition would be reviewed by TSX under Section 624.

          g) Shareholder and Other Approvals Requirement - Sections 1024 to 1026 & Prospectus Requirement - Section 1028

          Section 1024 has been amended to remove the requirement for shareholder approval for a qualifying acquisition, provided that an amount equal to at least 100% of the gross proceeds raised in the SPAC's IPO are placed in escrow ("100% Escrow Condition"). TSX has also clarified that it will not require shareholder approval for matters related to the qualifying acquisition, such as dilutive transactions or the adoption of a security based compensation arrangement, provided that such matters are disclosed in the prospectus for the resulting issuer and the 100% Escrow Condition is satisfied.

          Section 1025 has been amended to require disclosure in the SPAC's IPO prospectus if shareholder approval is a condition of the qualifying acquisition. In the event that such approval is required, the qualifying acquisition must be approved by a majority of the votes cast by securityholders of the SPAC entitled to vote at a duly called meeting. Comprehensive disclosure would be required for all material aspects of the transaction in the prospectus for the resulting issuer, including valuation requirements for non-arm's length transactions as applicable under Part VI of the Manual.

          Section 1028 has been amended to require that SPACs mail a notice of redemption to shareholders and make the prospectus for the resulting issuer publicly available on its website at least 21 days prior to the redemption deadline stated in the notice of redemption, and requires delivery of the prospectus to shareholders at least two business days prior to the redemption deadline. After consideration of comments received in connection with the Request for Comments, Section 1028 has been amended to permit a SPACs to deliver the prospectus to shareholders electronically in compliance with National Policy 11-201 - Electronic Delivery of Document ("NP 11-201").

          h) Other Administrative Amendments

          In connection with the Amendments, TSX has also made certain non-material amendments to clarify various provisions under Part X, and certain ancillary changes as a result of the Amendments. These amendments include, but are not limited to, correcting a typographical error, amending the definition of "founding securities", replacing all references to a conversion right with a redemption right and amending the language to require a redemption right in all instances.

        • Summary of the Comments Received

          TSX received three comment letters in response to the Request for Comments. A summary of the comments submitted, together with TSX's responses, is attached as Appendix A. TSX thanks all commenters for their feedback and suggestions.

          As a result of the comment process, TSX has adopted the Amendments with the following changes since the Request for Comments:

          •   amending Section 1008 to clarify the application of the redemption limit.
          •   amending Section 1009 to limit the maximum aggregate principal amount of unsecured loans to 10% of the funds escrowed.
          •   amending Section 1028 to allow delivery of a prospectus to shareholders electronically in compliance with NP 11-201.
          •   amending Section 1029 to provide the resulting issuer with up to 180 days (rather than the 90 days originally proposed) from the completion of the qualifying acquisition to provide evidence that it meets the public distribution requirement set out in Section 315.

        • Text of the Amendments

          A blackline of the final Amendments showing changes made since they were published in the Request for Comments is attached as Appendix B.

          A blackline of the final Amendments is attached as Appendix C.

          A clean version of the Amendments is attached as Appendix D.

        • Effective Date

          The Amendments will become effective on October 4, 2018.

        • Appendix A Summary of Comments and Responses

          List of Commenters:

          Alignvest Acquisition II Corporation Polar Asset Management Partners
          Goodmans LLP

          Capitalized terms used and not otherwise defined in the Notice of Approval shall have the meaning in the TSX Request for Comments - Amendments to Toronto Stock Exchange Company Manual dated May 31, 2018.

          Summarized Comments Received TSX Response
          Prohibition on Debt Financing (Section 1009)
          1. Is a limit on loans based on the lesser of: (i) 10% of funds in escrow; and (ii) $5 million appropriate provided that there is no recourse for the loans against the escrowed funds and the limit is disclosed in the IPO prospectus? If not, why not and what is an appropriate limit?
          (a) One commenter was supportive of permitting SPAC founders and others to make loans to SPACs. TSX thanks the commenter for its input.
          (b) Two commenters were not supportive of imposing a limit on the amount of such loans and stated the following:
          •   provided that the lender has no recourse to the escrowed funds, and provided that appropriate disclosure is included in the IPO prospectus, a limit on such loans should not be imposed.
          •   given that the founder loans would be without recourse to the funds in escrow, the only financial impact of the loans would be to reduce the equity value of the post-transaction company.
          •    given the limited amount of working capital that is available to most SPACs, loans from their sponsors or others may be critical to allowing SPACs to properly and effectively identity, select, pursue, diligence and complete suitable and successful qualifying acquisitions.
          •   the imposition of arbitrary limits on financing has the potential to harm SPAC issuers and shareholders by starving SPACs of necessary working capital, which may, in certain circumstances, result in the premature wind-up of a SPAC or the completion of an acquisition that is sub-optimal in its process and/or target.
          •   financing decisions should be a matter for the business judgement of the board of directors.
          •   it is not appropriate to base a limit on loans, if imposed, on a percentage of the funds in escrow. Many costs of maintaining a SPAC, complying with its regulatory obligations and identifying, pursuing and completing a qualifying acquisition are not a function of the SPAC's size. Accordingly, the effects of a size-based limit are particularly harsh for smaller SPACs and may inappropriately influence a sponsor's decision as to the appropriate size of a SPAC.
          TSX thanks the commenters for their input. TSX has amended the rule to limit the maximum aggregate principal amount of unsecured loans to 10% of the funds escrowed. The loan must be on reasonable commercial terms, may be from founding securityholders or their affiliates, and must not have recourse against the escrowed funds.

          Given the unique nature of the SPACs, TSX continues to believe that is not unreasonable to place a limit on loans, even where there is no recourse on the escrowed funds. TSX will continue to monitor the status of this limitation and determine if future amendments are necessary.
          (c) One commenter suggested that consideration be given to allowing convertible debt or warrants. The issuance of convertible debt or warrants, as consideration for a loan, could be effect only if (i) such issuance occurred concurrently with the completion of the qualifying acquisition, and (ii) the details of such issuance are disclosed in the prospectus for the resulting issuer (which disclosure should include, as applicable, conversion or exercise price, interest payable, and term of expiry).
          Public Distribution (Sections 1015 and 1029)
          2. Is it appropriate to permit SPACs to meet a lower public distribution requirement (i.e. 150 public board lot holders) upon their original listing, as opposed to the public distribution requirement for corporate issuers (i.e. 300 public board lot holders)?
          (a) Three commenters were of the view that the lower public distribution requirement is appropriate for SPACs.

          One commenter did not view the lower public distribution requirement as an impediment to a qualifying transaction being completed or as an impediment to a broader distribution after the closing of a qualifying transaction. The commenter also noted that the proposed lower distribution requirement mirrors changes being made for U.S. SPAC listing requirements.
          TSX thanks the commenters for their input.
          3. Is it appropriate to permit the resulting issuer to provide evidence that it meets the public distribution requirements set out in Section 315 (i.e. 300 public board lot holders) within 90 days of the closing of the qualifying acquisition? Would it be more appropriate for the resulting issuer to meet the continued listing requirements under Part VII for public distribution (i.e. 150 public board lot holders) within 90 days of the closing of the qualifying acquisition? If the continued listing requirements are more appropriate, please reconcile your response to the listing of the resulting issuer as new listing, similar to a backdoor listing or reverse takeover.
          (a) One commenter was of the view that resulting issuers should be required to meet the continued listing requirements of 150 public board lot holders (rather than 300 public board lot holders) and this lower public distribution requirement for resulting issuers would have a meaningful impact on SPACs and would not be prejudicial to investors. The commenter stated that SPAC shareholders invest in SPACs with full knowledge that redemptions at the time of a qualifying acquisition may reduce the public float of a resulting issuer. The commenter was of the view that in order to address concerns regarding a smaller public float, disclosure could be included in the IPO and qualifying acquisition prospectuses to address any increased liquidity risk resulting from the lower threshold.

          The commenter stated that the existence of redemption rights distinguishes SPACs from other entities going public through a backdoor listing or reverse take-over, as SPACs can experience a significant reduction in their public float that is beyond the control of the resulting issuer. The commenter was of the view that this is unlike a backdoor listing or reverse takeover where any reduction of the public float is within the control of the issuer and can be structured so as to ensure that the resulting issuer satisfies the public distribution requirements.

          The commenter proposes that the time period within which a SPAC must satisfy the public distribution requirement (whether set at 150 or 300 board lot holders) should be extended to 180 days to provide the resulting issuer with more time to increase its public distribution in the best manner possible for the SPAC. The commenter was of the view that if a shorter time period is imposed, the resulting issuer may need to take steps to increase its public distribution in a sub-optimal manner. For example, the best way to increase a resulting issuer's public distribution may be through a bought deal financing which may not be available to a resulting issuer within 90 days after closing its qualifying acquisition.
          TSX agrees that the redemption right does distinguish a SPAC from a backdoor listing, which was the rationale for allowing time to achieve and provide evidence of meeting the distribution requirement. While TSX agrees it is appropriate to extend the period in which to evidence meeting the distribution requirement from 90 days to 180 days from the qualification date, TSX does not agree that the continued listing distribution requirement of 150 board lot holders is appropriate. TSX considers the original listing distribution requirement of 300 board lot holders appropriate for all going public transactions whether by way of IPO, reverse take-over or qualifying acquisition. Although TSX is prepared to allow an extended period of time to achieve the distribution due to the redemption rights embedded in the SPAC structure, TSX fundamentally believes that a lesser standard should not apply any of the going public type of transactions.
          (b) One commenter stated that SPACs generally provide an alternative route for companies to go public that might not be able to otherwise go public through a traditional IPO and that a lower demand on public distribution for SPACs furthers this opportunity. However, the commenter did not believe that there is additional value in requiring a broader shareholder base following the closing of a qualifying transaction and believe that this requirement could be a distraction from the management of the SPAC post qualifying transaction. The commenter distinguishes SPACs from issuers resulting from a reverse takeover in that SPACs are subject to a redemption of their shares at the time of the qualifying transaction (leading to heightened concentration in their shareholder base) and, historically, have been less likely to raise additional capital through equity issuances. Please see our response to comment 3(a) above.
          (c) One commenter was of the view that 90 days should provide a sufficient amount of time to demonstrate that the resulting issuer meets the public distribution requirement of 300 board lot holders. TSX thanks the commenter for its input. Please also see our response to comment 3(a) above which notes our extension from 90 to 180 days to demonstrate that the resulting issuer meets the distribution requirement.
          1. If resulting issuers fail to meet the public distribution requirement, is it appropriate to put them under a remedial delisting review which provides up to 120 days to remediate their deficiencies?
          (a) One commenter was of the view that if shareholders of SPACs have a concern that the resulting issuer facing possible delisting review shortly following closing of its qualifying acquisition, this may have an impact on their redemption decision and potentially lead to a higher level of redemption. The commenter stated that this would further exacerbate the distribution problem and would also have a negative impact on the SPAC program, generally. The commenter was of the view that a delisting review should not be triggered under these circumstances until all other remedial options have been explored and sufficient time is afforded to the SPAC to do so. It stated that if a delisting review is ultimately required, that this review not be initiated until at least 12 months from the closing of the qualifying acquisition. Generally, an issuer must provide evidence to TSX that it meets TSX's original listing requirements set out in Part III of the Manual, failing which, TSX will not approve the listing.

          This is in contrast with the proposed amended section 1029 of the Manual, which provides the resulting issuer with up to 180 days from the completion of the qualifying acquisition to provide evidence that it meets the public distribution requirements as set out in Section 315 of the Manual. Where the resulting issuer cannot demonstrate compliance within the prescribed time period, TSX may place the resulting issuer under a remedial delisting review which provides the resulting issuer with up to 120 days to remediate its deficiencies. In total, 300 days (approximately 10 months) would be permitted for the issuer to provide evidence of meeting the distribution requirement prior to delisting.

          Given the unique issues related to SPACs, TSX believes that it is not unreasonable to provide the resulting issuer with additional time to establish the minimum distribution (now 180 days) and provide supportive evidence of distribution, failing which, the resulting issuer may be reviewed under TSX's continued listing requirements under Part VII of the Manual. In the absence of clear requirements and a potential delisting review, TSX's experience is that issuer may not always comply in a timely manner. TSX believes that this is fair and appropriate.
          (b) One commenter stated that the remedial delisting review would be a reasonable approach where the resulting issuer fails to meet the public distribution requirement. TSX thanks the commenter for its input.
          Shareholder and Other Approvals (Sections 1024 to 1026) & Prospectus Requirement (Section 1028)
          5. Given the redemption rights available to public shareholders and prospectus level disclosure for the resulting issuer upon completion of the qualifying acquisition, is it appropriate to waive all TSX shareholder approval requirements provided that the 100% Escrow Condition is met? This shareholder approval waiver would include matters such as dilution exceeding 25%, material effect on control, adoption of security based compensation arrangements and transactions pursuant to which insiders may receive consideration exceed 10% of the market capitalization of the SPAC, etc., all of which would have otherwise required shareholder approval under applicable TSX rules.
          (a) One commenter was of the view that the transaction approval vote is not meaningful since shareholders can "vote" against a transaction by redeeming their shares. The commenter stated that if the SPAC manager wishes (or the market demands), there is nothing precluding the inclusion of a voting right separate from redemption rights; nor is there anything precluding holding a vote even if there was no voting right. TSX thanks the commenter for its input.
          (b) One commenter was supportive of waiving all shareholder approval requirements as a way to minimize costs and accelerate the timelines to close qualifying acquisitions. TSX thanks the commenter for its input.
          (c) One commenter was of the view that shareholder approval should not be necessary in light of shareholders' redemption rights. TSX thanks the commenter for its input.
          6. Should the 100% Escrow Condition be imposed as a condition of waiving the shareholder approval requirements? Alternatively, would the basic escrow requirement for an amount to be placed in escrow of at least 90% of the gross proceeds of the IPO be sufficient to waive shareholder approval requirements?
          (a) One commenter stated that, as noted in the Request for Comments, all TSX SPACs to date have escrowed sufficient funds to return 100% (or more) of the original IPO price. The commenter noted that this has been the case in the U.S. for at least 10 years. As a result, the commenter does not believe that altering investor rights between different SPACs will have a practical impact on the market, as market participants have addressed this issue. In the unlikely event a SPAC manager were to propose a SPAC with less than 100% of the IPO proceeds in escrow, the commenter believes that market participants would expect compensation in lieu and that an additional voting right (if it were considered to be appropriate) would be negotiated between market participants at the time of the IPO. TSX thanks the commenter for its input.
          (b) One commenter was not supportive of imposing the 100% Escrow Condition as a condition of waiving the shareholder approval requirements. The commenter was of the view that the question of what percentage of the funds raised from public shareholders on a SPAC IPO should be placed in escrow (above the 90% regulatory minimum) is an economic one to be determined by the issuer, underwriters and potential investors on a case by case basis.

          The commenter stated that a rule which ties the benefit of dispensing with the added costs, complexity and delay of the shareholder approval process to the 100% Escrow Condition may preclude SPACs from being structured to give public shareholders some level of "skin in the game". This structure may benefit SPACs, their investors and the SPAC market generally by attracting different investor constituencies, especially those with an interest in investing in a particular sponsor group or management team with a particular strategy or investment thesis. At the same time it may discourage short-term opportunistic investment behavior.

          The commenter stated that if it is felt that some minimum escrow level above the 90% regulatory minimum is required to dispense with shareholder approval, the commenter would propose 95%. The commenter was of the view that at a level of 95% or more, SPAC shareholders would still be assured of the ability to receive almost all of their initial investment back and provided that adequate prospectus disclosure of the qualifying acquisition process is included, the commenter believes it would not be prejudicial to allow a qualifying acquisition to proceed without shareholder approval. This approach would be similar to the Capital Pool Company ("CPC") program which does require shareholder approval for a qualifying transaction but imposes limits on the amount of capital that a single investor can invest and on the aggregate amount of capital a CPC can raise.
          SPACs will remain able to place a minimum of 90% in escrow, however, in such circumstances a shareholder vote will be required for the qualifying acquisition and other matters ordinarily triggering shareholder approval under the Manual. TSX accepts that an ability to receive 100% of an investment may replace shareholder approval. However, having some lesser amount available in escrow unnecessarily complicates the structure of the SPAC and deviates from TSX's principal of substituting a redemption of 100% of an investment for shareholder approval, notwithstanding the limitation of the amount.
          (c) One commenter was supportive of the 100% Escrow Condition. It was of the view that SPACs are already complicated and difficult for investors to understand. At minimum, however, they know that 100% of their principal is protected. The commenter stated that that guarantee is a critical part of the attractiveness of the sector, and we would not wish to call that guarantee into question. TSX thanks the commenter for its input.
          7. If a qualifying acquisition is not subject to shareholder approval, is it appropriate to require delivery of a prospectus at least two business days prior to the redemption date? In addition, the prospectus would be electronically available on SEDAR and the SPAC's website 21 days prior to the redemption date
          (a) One commenter supported TSX's proposal to make the prospectus electronically available on SEDAR and the SPAC's website 21 days prior to the redemption date. The commenter was of the view that if the prospectus is made electronically available, then physical delivery of a prospectus should be limited to those shareholders who request a copy as this would save the SPAC both time and costs as it prepares for the closing of its qualifying acquisitions. TSX thanks the commenter for its input. The delivery of the prospectus was designed to align with current requirement under securities laws for an IPO.

          While TSX recognizes that in the current era, paper and physical delivery are less necessary, certain stakeholders felt that delivery of the prospectus for the resulting issuer should align with other prospectus delivery requirements under securities laws. TSX has amended the rule to allow for the prospectus to be delivered electronically in compliance with National Policy 11-201 - Electronic Delivery of Document.
          (b) One commenter was not supportive of requiring physical delivery of the prospectus. It was of the view that it is an extra expense, and is redundant given the availability of the materials online. TSX thanks the commenter for its input. Please see our response to comment 7(a).
          8. Where no shareholder approval is required, is 21 days an appropriate notice period for the redemption?
          (a) Three commenters were supportive of a 21 notice period for the redemption where no shareholder approval is required. TSX thanks the commenters for their input.
          Other Questions
          1. Are there any other amendments to Part X that TSX should consider?
          (a) No comments received.  
          General Comments Received
          (a) One commenter was generally supportive of the changes to the Canadian market that further conformed to the well-established operations and structure of the larger and more mature U.S. SPAC market. The commenter is of the view that the Proposed Amendments are generally consistent with this approach and the commenter welcomes the implementation of such amendments. TSX thanks the commenter for its input.
          (b) One commenter was of the view that the rules relating to the SPAC structure and process of forming and listing a SPAC and completing a qualifying acquisition should be as simple as possible and should allow SPACs to raise capital and identify, pursue and complete acquisitions as efficiently and effectively as possible, while providing appropriate investor protections. The commenter encourages TSX and the Canadian securities regulators to continue to take a flexible approach to the regulation of SPACs and other blind pool offerings and to be open to the consideration of alternative blind pool structures to allow appropriate issuers and management teams to access the Canadian public market. TSX thanks the commenter for its input.

        • Appendix B Blackline of Final Amendments Compared Against RFC Amendments

          Part I Introduction

          […]

          Interpretation

          […]

          "founding securities" means securities in the SPAC held by the founding securityholders, excluding any purchased by founding securityholders under the IPO prospectus, concurrently with the IPO prospectus on the same terms, on the secondary market or under a rights offering by the SPAC;

          […]

          Part X Special Purpose Acquisition Corporations (SPACs)

          Scope of Policy

          Listing a SPAC on the Exchange is a two-stage process. The first stage involves the filing and clearing of an IPO prospectus, the completion of the IPO and the listing of the SPAC's securities on the Exchange. The second stage involves the identification and completion of a qualifying acquisition.

          The main headings in this Part X are:

          A. General Listing Matters

          B. Original Listing Requirements

          C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition

          D. Completion of a Qualifying Acquisition

          E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition

          F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

          A. General Listing Matters

          Securities to be Listed

          Sec. 1001.

          To secure a listing of its securities on the Exchange, a SPAC must complete a listing application which, together with supporting documentation and information, must demonstrate that it is able to meet the Exchange's original listing requirements for SPACs, as detailed in Sections 1003 to 1018. The listing application, preliminary prospectus, draft escrow agreement governing the IPO proceeds and personal information forms for all insiders of the SPAC should be filed with the Exchange concurrently with the filing of the preliminary prospectus with the applicable Canadian securities regulatory authorities.

          Exercise of Discretion

          Sec. 1002.

          The Exchange may, in its discretion, take into account any factors it considers relevant in assessing the merits of a listing application and may grant or deny an application notwithstanding the prescribed original listing requirements. In exercising its discretion, the Exchange must be satisfied that the fundamental investor protections in this Part X are met. In addition, the Exchange will consider:

          (a) The experience and track record of the officers and directors of the SPAC;

          (b) The nature and extent of officers' and directors' compensation;

          (c) The extent of the founding securityholders' equity ownership in the SPAC, which is generally expected to be an aggregate equity interest of: (i) not less than 10% of the SPAC immediately following closing of the IPO; and (ii) not more than 20% of the SPAC immediately following closing of the IPO, taking into account the price at which the founding securities are purchased and the resulting economic dilution;

          (d) The amount of time permitted for completion of the qualifying acquisition prior to the liquidation distribution; and

          (e) The gross proceeds publicly raised under the IPO prospectus.

          B. Original listing Requirements

          IPO

          Sec. 1003.

          A SPAC must, concurrently with listing on the Exchange, raise a minimum of $30,000,000 through an IPO of shares or units; if units are issued, each unit may consist of one share and no more than two share purchase warrants.

          Sec. 1004.

          Prior to listing on the Exchange, the founding securityholders must subscribe for units, shares or warrants of the SPAC. The terms of the initial investment must be disclosed in the IPO prospectus. The founding securityholders must agree not to transfer any of their founding securities prior to the completion of a qualifying acquisition. In the event of liquidation and delisting, the founding securityholders must agree that their founding securities shall not participate in a liquidation distribution.

          Sec. 1005.

          The shares, warrants, rights, units or other securities to be listed on the Exchange must be qualified by a prospectus receipted by the issuer's principal regulator.

          No Operating Business

          Sec. 1006.

          A SPAC seeking listing on the Exchange must not carry on an operating business. A SPAC may be in the process of reviewing a potential qualifying acquisition, but may not have entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that as of the date of filing, the SPAC has not entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. A SPAC may have identified a target business sector or geographic area in which to make a qualifying acquisition, provided that it discloses this information in its IPO prospectus.

          Jurisdiction of Incorporation

          Sec. 1007.

          The Exchange will consider the jurisdiction of incorporation of a SPAC as part of the listing application process. The Exchange recommends that SPACs seeking listing on the Exchange be incorporated under Canadian federal or provincial corporate laws. Where a SPAC is incorporated under laws outside of Canada and wishes to list on the Exchange, the Exchange recommends that it obtain a preliminary opinion as to whether the jurisdiction of incorporation is acceptable to the Exchange.

          Capital Structure

          Sec. 1008.

          A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

          (a) the security provisions must contain:

          (i) a redemption (or substantially similar) feature, pursuant to which shareholders (other than founding securityholders in respect of their founding securities) may, in the event such qualifying acquisition is completed within the time frame set out in Section 1022, elect that each share held be redeemed for an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the exercise of the redemption right), divided by (2) the aggregate number of shares then outstanding, excluding founding securities; and

          (ii) a liquidation distribution (or substantially similar) feature, pursuant to which shareholders (other than the founding securityholders in respect of their founding securities) must, if the qualifying acquisition is not completed within the permitted time set out in Section 1022, be entitled to receive, for each share held, an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the liquidation distribution), divided by (2) the aggregate number of shares then outstanding excluding the founding securities.

          Notwithstanding the foregoing, the SPAC may establish a limit as to the maximum number of shares with respect to which a shareholder, together with any affiliates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (i) may not be set at lower than 15% of the shares sold in the IPO; and (ii) is disclosed in the IPO prospectus. For greater certainty, any redemption limit established by a SPAC must apply equally to all shareholders entitled to a redemption right.

          Exchange discretion with respect to the requirements of this Subsection may only be exercised after discussions with, and the concurrence of, the OSC.

          (b) in addition to Section 1008(a) where units are issued in the IPO:

          (i) the share purchase warrants must not be exercisable prior to the completion of the qualifying acquisition;

          (ii) the share purchase warrants must expire on the earlier of: (x) a date specified in the IPO prospectus and (y) the date on which the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022; and

          (iii) share purchase warrants may not have an entitlement to the escrowed funds upon liquidation of the SPAC.

          Prohibition of Debt Financing

          Sec. 1009.

          The SPAC shall not be permitted to obtain any form of debt financing (excluding ordinary course short term trade or accounts payables) other than contemporaneous with, or after, completion of its qualifying acquisition. A credit facility may be entered into prior to completion of a qualifying acquisition, but may only be drawn down contemporaneous with, or after, completion of a qualifying acquisition. Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that it will not obtain any form of debt financing other than in accordance with this Section 1009.

          Despite the foregoing, a SPAC may obtain unsecured loans on reasonable commercial terms, including from founding securityholders or their affiliates, up to a maximum aggregate principal amount equal to the lesser of: (i) 10% of the funds escrowed under Section 1010; and (ii) $5 million, repayable in cash no earlier than the closing of the qualifying acquisition, provided that (1) such limit is disclosed in the IPO prospectus and the prospectus of the resulting issuer; and (2) any such debt financing obtained by the SPAC shall not have recourse against the escrowed funds.

          Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that it will not obtain any form of debt financing other than in accordance with this Section 1009.

          Use of Proceeds Raised in the IPO and Escrow Requirements

          Sec. 1010.

          Immediately upon listing on the Exchange, a SPAC must place at least 90% of the gross proceeds raised in its IPO; and the underwriter's deferred commissions (in accordance with Section 1013), in escrow with an escrow agent acceptable to the Exchange. The following entities, if Canadian, are examples of the types of escrow agents that are acceptable to the Exchange: trust companies, financial institutions and law firms.

          Sec. 1011.

          The escrow agent must invest the escrowed funds in permitted investments. The SPAC must disclose the proposed nature of this investment in its IPO prospectus, as well as any intended use of the interest or other proceeds earned on the escrowed funds from the permitted investments.

          Sec. 1012.

          The escrow agreement governing the escrowed funds must provide for:

          (a) the termination of the escrow and release of the escrowed funds on a pro rata basis to shareholders who exercise their redemption rights in accordance with Section 1008(a)(i) and the remaining escrowed funds to the SPAC if the SPAC completes a qualifying acquisition within the permitted time set out in Section 1022; and

          (b) the termination of the escrow and the distribution of the escrowed funds to shareholders (other than the founding securityholders in respect of their founding securities) in accordance with the terms of Sections 1031 to 1033 if the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022.

          In accordance with Section 1001, a draft of the escrow agreement must be submitted to the Exchange for pre-clearance.

          Sec. 1013.

          The underwriters must agree to defer and deposit a minimum of 50% of their commissions from the IPO as part of the escrowed funds. The deferred commissions will only be released to the underwriters upon completion of a qualifying acquisition within the permitted time set out in Section 1022. If the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the deferred commissions placed in escrow will be distributed to the holders of the applicable shares as part of the liquidation distribution. Shareholders exercising their redemption rights will be entitled to their pro rata portion of the escrowed funds including any deferred commissions.

          Sec. 1014.

          The proceeds from the IPO that are not placed in escrow and interest or other proceeds earned on the escrowed funds from permitted investments may be applied as payment for administrative expenses incurred by the SPAC in connection with the IPO, for general working capital expenses and for the identification and completion of a qualifying acquisition.

          Public Distribution

          Sec. 1015.

          A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

          (a) at least 1,000,000 freely tradeable securities are held by public holders;

          (b) the aggregate market value of the securities held by public holders is at least $30,000,000; and

          (c) at least 150 public holders of securities, holding at least one board lot each.

          Pricing

          Sec. 1016.

          A SPAC seeking listing on the Exchange must issue securities pursuant to the IPO for a minimum price of $2.00 per share or unit.

          Other Requirements

          Sec. 1017.

          In connection with its original listing, a SPAC will be subject to the following Sections of this Manual:

          (a) Section 325 - Management

          (b) Section 327 - Escrow Requirements

          (c) Section 328 - Restricted Shares

          (d) Sections 338-351 - The Listing Application Procedure

          (e) Sections 352-356 - Approval of Listing and Posting Securities

          (f) Sections 358-359 - Public Availability of Documents

          (g) Section 360 - Provincial Securities Laws

          Sec. 1018.

          A SPAC seeking a listing on the Exchange will not be permitted to adopt a security based compensation arrangement prior to the completion of a qualifying acquisition.

          C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition

          Additional Equity by way of Rights Offering Only

          Sec. 1019.

          Prior to completion of a qualifying acquisition, the Exchange will permit a listed SPAC to raise additional funds pursuant to the issuance or potential issuance of equity securities from treasury provided that: (i) the issuance is by way of rights offering in accordance with the requirements in Part VI of this Manual and (ii) at least 90% of the funds raised are placed in escrow in accordance with the provisions of Sections 1010 to 1014. Contemporaneous with or following completion of a qualifying acquisition, a listed SPAC may raise additional funds in accordance with Part VI of this Manual.

          Sec. 1020.

          The Exchange will only permit a listed SPAC to raise additional funds pursuant to the issuance or potential issuance of equity securities from treasury pursuant to Section 1019 to fund a qualifying acquisition and/or administrative expenses of the SPAC.

          Other Requirements

          Sec. 1021.

          Prior to completion of its qualifying acquisition, in addition to this Part X, a listed SPAC will be subject to the following Parts of this Manual:

          (a) Parts IV and V, other than Section 464 in respect of the requirement to hold an annual meeting provided that an annual update is disseminated via press release and available on the SPAC's website;

          (b) Part VI, other than:

          1. Section 624(h) in respect of the requirement to provide at least 21 days' notice in advance of a shareholders' meeting to holders of Restricted Securities;
          2. Section 624(l) in respect of the requirement of certain take-over protective provisions, also referred to as coat-tail provisions; and
          3. Section 624(m) in respect of the prohibition on the issuance of shares with greater voting rights than any listed shares for the issuance of the founding securities.

          Until completion of a qualifying acquisition, a listed SPAC may only issue and make equity securities issuable in accordance with Sections 1019 to 1020. Security based compensation arrangements may not be adopted until completion of a qualifying acquisition;

          (c) Part VII with the exception of Subsections 710(a)(ii) and 710(a)(iii);

          (d) Part IX; and

          (e) Applicable listing fees and forms.

          D. Completion of a Qualifying Acquisition

          Permitted Time for Completion of a Qualifying Acquisition

          Sec. 1022.

          A SPAC must complete a qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus. Where the qualifying acquisition is comprised of more than one acquisition, the SPAC must complete each of the acquisitions comprising the qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus, in addition to meeting the requirements of Section 1023.

          Fair Market Value of a Qualifying Acquisition

          Sec. 1023.

          The businesses or assets forming the qualifying acquisition must have an aggregate fair market value equal to at least 80% of the aggregate amount then on deposit in the escrow account, excluding deferred underwriting commissions held in escrow and any taxes payable on the income earned on the escrowed funds. Where the qualifying acquisition is comprised of more than one acquisition, and the multiple acquisitions are required to satisfy the aggregate fair market value of a qualifying acquisition, these acquisitions must close concurrently and within the time frame in Section 1022.

          Shareholder and Other Approvals

          Sec. 1024.

          The qualifying acquisition must be approved by: (i) a majority of directors unrelated to the qualifying acquisition; and (ii) a majority of the votes cast by shareholders of the SPAC at a meeting duly called for that purpose. Shareholder approval of the qualifying acquisition is not required where the SPAC has placed at least 100% of the gross proceeds raised in its IPO and any additional equity raised pursuant to Section 1019 in escrow in accordance with Section 1010. The shareholder approval requirements set out in Parts V and VI of the Manual will not apply to transactions concurrently effected with the qualifying acquisition, provided that they are disclosed in the prospectus for the resulting issuer and shareholder approval is not otherwise required for the qualifying acquisition. Where the qualifying acquisition is comprised of more than one acquisition, each acquisition must be approved.

          Sec. 1025.

          The SPAC's IPO prospectus must disclose whether shareholder approval will be required as a condition of the completion of the qualifying acquisition and the shareholders entitled to vote upon the matter. If a qualifying acquisition is subject to shareholder approval, the SPAC must prepare an information circular containing prospectus level disclosure of the resulting issuer assuming completion of the qualifying acquisition. This information circular must be submitted to the Exchange for pre-clearance prior to distribution.

          Sec. 1026.

          The SPAC may impose additional conditions on the completion of a qualifying acquisition, provided that the conditions are described in the prospectus or information circular describing the qualifying acquisition. For example, the SPAC may impose a condition not to proceed with a proposed qualifying acquisition if more than a pre-determined percentage of public shareholders exercise their redemption rights.

          Sec. 1027.

          In accordance with Section 1008, holders of shares (other than founding securityholders in respect of their founding securities) must be entitled to redeem their shares for their pro rata portion of the escrowed funds in the event that the qualifying acquisition is completed. Subject to applicable laws, shareholders who exercise their redemption rights shall be paid within 30 calendar days of completion of the qualifying acquisition and such redeemed shares shall be cancelled.

          Prospectus Requirement for Qualifying Acquisition

          Sec. 1028.

          The SPAC must prepare and file a prospectus containing disclosure regarding the SPAC and its proposed qualifying acquisition with the Canadian securities regulatory authority in each jurisdiction in which the SPAC and the resulting issuer is and will be a reporting issuer assuming completion of the qualifying acquisition and, if applicable, in the jurisdiction in which the head office of the resulting issuer assuming completion of the qualifying acquisition is located in Canada. Completion of the qualifying acquisition without a receipt for the final prospectus will result in the delisting of the SPAC.

          If a qualifying acquisition is subject to shareholder approval, the SPAC must obtain a receipt for its final prospectus from the applicable securities regulatory authorities prior to mailing the information circular described in Section 1025.

          If a qualifying acquisition is not subject to shareholder approval, the SPAC must: (i) mail a notice of redemption to shareholders and make its final prospectus publicly available on its website at least 21 days prior to the deadline for redemption; and (ii) send by prepaid mail or otherwise physically deliver the prospectus to shareholders no later than midnight (Toronto time) on the second business day prior to the deadline for redemption, which delivery may be effected electronically in compliance with National Policy 11-201 - Electronic Delivery of Document. The notice of redemption must be pre-cleared by TSX prior to mailing.

          Exchange discretion with respect to the requirements of this Section may only be exercised after discussions with, and the concurrence of, the OSC.

          Exchange Approval

          Sec. 1029.

          The issuer resulting from the completion of the qualifying acquisition by the SPAC must meet the Exchange's original listing requirements set out in Part III of this Manual. The Exchange will provide the issuer with up to 90180 days from the completion of the qualifying acquisition to provide evidence that it meets the Public Distribution Requirements set out in Section 315, failing which the issuer will generally be put under a remedial delisting review as described in Part VII.

          Failure to obtain the Exchange's approval of the listing of the resulting issuer prior to the completion of the qualifying acquisition will result in the delisting of the SPAC. For greater certainty, a qualifying acquisition may include a merger or other reorganization or an acquisition of the SPAC by a third party.

          Escrow Requirements

          Sec. 1030.

          Upon completion of the qualifying acquisition, the resulting issuer shall be subject to the Exchange's Escrow Policy.

          E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition

          Sec. 1031.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, subject to applicable laws, it must complete a liquidation distribution within 30 calendar days after the end of such permitted time, pursuant to which the escrowed funds must be distributed to the holders of shares (other than founding securityholders in respect of their founding securities) on a pro rata basis, and in accordance with Section 1032.

          Sec. 1032.

          In accordance with Section 1004, the founding securityholders may not participate in any liquidation (or redemption) distribution with respect to any of their founding securities. In addition, in accordance with Section 1013, all deferred underwriter commissions held in escrow will be part of the liquidation (or redemption) distribution. A liquidation (or redemption) distribution therefore includes the minimum of 90% of the gross proceeds raised in the IPO, as required under Section 1010 and 50% of the underwriters' commissions as described in this Section. Any interest or other proceeds earned through permitted investments that remains in escrow shall also be part of the liquidation (or redemption) distribution. The amount distributed on a liquidation distribution shall however be net of any applicable taxes and direct expenses related to the liquidation distribution.

          Sec. 1033.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the Exchange will delist the SPAC's securities on or about the date on which the liquidation distribution is completed.

          F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

          Sec. 1034.

          Once a qualifying acquisition has been completed, the resulting issuer will be subject to all continued listing requirements in this Manual without exception.

        • Appendix C Blackline of Final Amendments Compared Against Current Rule

          Part I - Introduction

          […]

          Interpretation

          […]

          "founding securities" means securities in the SPAC held by the founding securityholders, excluding any purchased by founding securityholders under the IPO prospectus, concurrently with the IPO prospectus on the same terms, on the secondary market or under a rights offering by the SPAC;

          […]

          Part X Special Purpose Acquisition Corporations (SPACs)

          Scope of Policy

          Listing a SPAC on the Exchange is a two-stage process. The first stage involves the filing and clearing of an IPO prospectus, the completion of the IPO and the listing of the SPAC's securities on the Exchange. The second stage involves the identification and completion of a qualifying acquisition.

          The main headings in this Part X are:

          A. General Listing Matters

          B. Original Listing Requirements

          C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition

          D. Completion of a Qualifying Acquisition

          E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition

          F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

          A. General Listing Matters

          Securities to be Listed

          Sec. 1001.

          To secure a listing of its securities on the Exchange, a SPAC must complete a listing application which, together with supporting documentation and information, must demonstrate that it is able to meet the Exchange's original listing requirements for SPACs, as detailed in Sections 1003 to 1018. The listing application, preliminary prospectus, draft escrow agreement governing the IPO proceeds and personal information forms for all insiders of the SPAC should be filed with the Exchange concurrently with the filing of the preliminary prospectus with the applicable Canadian securities regulatory authorities.

          Exercise of Discretion

          Sec. 1002.

          The Exchange may, in its discretion, take into account any factors it considers relevant in assessing the merits of a listing application and may grant or deny an application notwithstanding the prescribed original listing requirements. In exercising its discretion, the Exchange must be satisfied that the fundamental investor protections in this Part X are met. In addition, the Exchange will consider:

          (a) The experience and track record of the officers and directors of the SPAC;

          (b) The nature and extent of officers' and directors' compensation;

          (c) The extent of the founding securityholders' equity ownership in the SPAC, which is generally expected to be an aggregate equity interest of: (i) not less than 10% of the SPAC immediately following closing of the IPO; and (ii) not more than 20% of the SPAC immediately following closing of the IPO, taking into account the price at which the founding securities are purchased and the resulting economic dilution;

          (d) The amount of time permitted for completion of the qualifying acquisition prior to the liquidation distribution; and

          (e) The gross proceeds publicly raised under the IPO prospectus.

          B. Original listing Requirements

          IPO

          Sec. 1003.

          A SPAC must, concurrently with listing on the Exchange, raise a minimum of $30,000,000 through an IPO of shares or units; if units are issued, each unit may consist of one share and no more than two share purchase warrants.

          Sec. 1004.

          Prior to listing on the Exchange, the founding securityholders must subscribe for units, shares or warrants of the SPAC. The terms of the initial investment must be disclosed in the IPO prospectus. The founding securityholders must agree not to transfer any of their founding securities prior to the completion of a qualifying acquisition. In the event of liquidation and delisting, the founding securityholders must agree that their founding securities shall not participate in a liquidation distribution.

          Sec. 1005.

          The shares, warrants and/or, rights, units or other securities to be listed on the Exchange must be qualified by a prospectus receipted by the issuer's principal regulator.

          No Operating Business

          Sec. 1006.

          A SPAC seeking listing on the Exchange must not carry on an operating business. A SPAC may be in the process of reviewing a potential qualifying acquisition, but may not have entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that as of the date of filing, the SPAC has not entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. A SPAC may have identified a target business sector or geographic area in which to make a qualifying acquisition, provided that it discloses this information in its IPO prospectus.

          Jurisdiction of Incorporation

          Sec. 1007.

          The Exchange will consider the jurisdiction of incorporation of a SPAC as part of the listing application process. The Exchange recommends that SPACs seeking listing on the Exchange be incorporated under Canadian federal or provincial corporate laws. Where a SPAC is incorporated under laws outside of Canada and wishes to list on the Exchange, the Exchange recommends that it obtain a preliminary opinion as to whether the jurisdiction of incorporation is acceptable to the Exchange.

          Capital Structure

          Sec. 1008.

          A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

          (a) the security provisions must contain:

          (i) a conversionredemption (or substantially similar) feature, pursuant to which securityholdersshareholders (other than founding securityholders) who voted against a proposed qualifying acquisition at a duly called meeting of securityholders in respect of their founding securities) may, in the event such qualifying acquisition is completed within the time frame set out in Section 1022, elect that each securityshare held be converted intoredeemed for an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the exercise of the conversionredemption right), divided by (2) the aggregate number of securitiesshares then outstanding, excluding founding securities; and

          (ii) a liquidation distribution (or substantially similar) feature, pursuant to which securityholdersshareholders (other than the founding securityholders in respect of their founding securities) must, if the qualifying acquisition is not completed within the permitted time set out in Section 1022, be entitled to receive, for each securityshare held, an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the liquidation distribution), divided by (2) the aggregate number of securitiesshares then outstanding lessexcluding the founding securities;.

          Notwithstanding the foregoing, the SPAC may establish a limit as to the maximum number of shares with respect to which a shareholder, together with any affiliates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (i) may not be set at lower than 15% of the shares sold in the IPO; and (ii) is disclosed in the IPO prospectus. For greater certainty, any redemption limit established by a SPAC must apply equally to all shareholders entitled to a redemption right.

          Exchange discretion with respect to the requirements of this Subsection may only be exercised after discussions with, and the concurrence of, the OSC.

          (b) in addition to Section 1008(a) where units are issued in the IPO:

          (i) the share purchase warrants must not be exerciseableexercisable prior to the completion of the qualifying acquisition;

          (ii) the share purchase warrants must expire on the earlier of: (x) a fixed date specified in the IPO prospectus, and (y) the date on which the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022; and

          (iii) share purchase warrants may not have an entitlement to the escrowed funds upon liquidation of the SPAC.

          Prohibition of Debt Financing

          Sec. 1009.

          The SPAC shall not be permitted to obtain any form of debt financing (excluding ordinary course short term trade or accounts payables) other than contemporaneous with, or after, completion of its qualifying acquisition. A credit facility may be entered into prior to completion of a qualifying acquisition, but may only be drawn down contemporaneous with, or after, completion of a qualifying acquisition.

          Despite the foregoing, a SPAC may obtain unsecured loans on reasonable commercial terms, including from founding securityholders or their affiliates, up to a maximum aggregate principal amount equal to 10% of the funds escrowed under Section 1010 repayable in cash no earlier than the closing of the qualifying acquisition, provided that (1) such limit is disclosed in the IPO prospectus; and (2) any such debt financing obtained by the SPAC shall not have recourse against the escrowed funds.

          Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that it will not obtain any form of debt financing other than in accordance with this Section 1009.

          Use of Proceeds Raised in the IPO and Escrow Requirements

          Sec. 1010.

          Immediately upon listing on the Exchange, a SPAC must place at least 90% of the gross proceeds raised in its IPO; and the underwriter's deferred commissions (in accordance with Section 1013), in escrow with an escrow agent unrelated to the transaction and acceptable to the Exchange. The following entities, if Canadian, are examples of the types of escrow agents that are acceptable to the Exchange: trust companies, financial institutions and law firms.

          Sec. 1011.

          The escrow agent must invest the escrowed funds in permitted investments. The SPAC must disclose the proposed nature of this investment in its IPO prospectus, as well as any intended use of the interest or other proceeds earned on the escrowed funds from the permitted investments.

          Sec. 1012.

          The escrow agreement governing the escrowed funds must provide for:

          (a) the termination of the escrow and release of the escrowed funds on a pro rata basis to securityholdersshareholders who exercise their conversionredemption rights in accordance with Section 1008(a)(i) and the remaining escrowed funds to the SPAC if the SPAC completes a qualifying acquisition within the permitted time set out in Section 1022; and

          (b) the termination of the escrow and the distribution of the escrowed funds to shareholders (other than the founding securityholders in respect of their founding securities) in accordance with the terms of Sections 1031 to 1033 if the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022.

          In accordance with Section 1001, a draft of the escrow agreement must be submitted to the Exchange for pre-clearance.

          Sec. 1013.

          The underwriters must agree to defer and deposit a minimum of 50% of their commissions from the IPO as part of the escrowed funds. The deferred commissions will only be released to the underwriters upon completion of a qualifying acquisition within the permitted time set out in Section 1022. If the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the deferred commissions placed in escrow will be distributed to the holders of the securitiesapplicable shares as part of the liquidation distribution. SecurityholdersShareholders exercising their conversionredemption rights will be entitled to their pro rata portion of the escrowed funds including any deferred commissions.

          Sec. 1014.

          The proceeds from the IPO that are not placed in escrow and interest or other proceeds earned on the escrowed funds from permitted investments may be applied as payment for administrative expenses incurred by the SPAC in connection with the IPO, for general working capital expenses and for the identification and completion of a qualifying acquisition.

          Public Distribution

          Sec. 1015.

          A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

          (a) at least 1,000,000 freely tradeable securities are held by public holders;

          (b) the aggregate market value of the securities held by public holders is at least $30,000,000; and

          (c) at least 300150 public holders of securities, holding at least one board lot each.

          Pricing

          Sec. 1016.

          A SPAC seeking listing on the Exchange must issue securities pursuant to the IPO for a minimum price of $2.00 per share or unit.

          Other Requirements

          Sec. 1017.

          In connection with its original listing, a SPAC will be subject to the following Sections of this Manual:

          (a) Section 325 - Management

          (b) Section 327 - Escrow Requirements

          (c) Section 328 - Restricted Shares

          (d) Sections 338-351 - The Listing Application Procedure

          (e) Sections 352-356 - Approval of Listing and Posting Securities

          (f) Sections 358-359 - Public Availability of Documents

          (g) Section 360 - Provincial Securities Laws

          Sec. 1018.

          A SPAC seeking a listing on the Exchange will not be permitted to adopt a security based compensation arrangement prior to the completion of a qualifying acquisition. ?

          C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition

          Additional FundsEquity by way of Rights Offering Only

          Sec. 1019.

          Prior to completion of a qualifying acquisition, the Exchange will permit a listed SPAC to raise additional funds pursuant to the issuance ofor potential issuance of equity securities from treasury provided that: (i) the issuance is by way of rights offering in accordance with the requirements in Part VI of this Manual and (ii) at least 90% of the funds raised are placed in escrow in accordance with the provisions of Sections 1010 to 1014. Contemporaneous with or following completion of a qualifying acquisition, a listed SPAC may raise additional funds in accordance with Part VI of this Manual.

          Sec. 1020.

          The Exchange will only permit a listed SPAC to raise additional funds to be raised by a listed SPACpursuant to the issuance or potential issuance of equity securities from treasury pursuant to Section 1019 to fund a qualifying acquisition and/or administrative expenses of the SPAC.

          Other Requirements

          Sec. 1021.

          Prior to completion of its qualifying acquisition, in addition to this Part X, a listed SPAC will be subject to the following Parts of this Manual:

          (a) Parts IV and V;, other than Section 464 in respect of the requirement to hold an annual meeting provided that an annual update is disseminated via press release and available on the SPAC's website;

          (b) Part VI, provided that, untilother than:

          1. Section 624(h) in respect of the requirement to provide at least 21 days' notice in advance of a shareholders' meeting to holders of Restricted Securities;
          2. Section 624(l) in respect of the requirement of certain take-over protective provisions, also referred to as coat-tail provisions; and
          3. Section 624(m) in respect of the prohibition on the issuance of shares with greater voting rights than any listed shares for the issuance of the founding securities.

          Until completion of a qualifying acquisition, a listed SPAC may only issue and make equity securities issuable in accordance with Sections 1019 to 1020. Security based compensation arrangements may not be adopted until completion of a qualifying acquisition, for which securityholder approval will be required in accordance with Section 613;

          (c) Part VII with the exception of Subsections 710(a)(ii) and 710(a)(iii);

          (d) Part IX; and

          (e) Applicable listing fees and forms.

          D. Completion of a Qualifying Acquisition

          Permitted Time for Completion of a Qualifying Acquisition

          Sec. 1022.

          A SPAC must complete a qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus. Where the qualifying acquisition is comprised of more than one acquisition, the SPAC must complete each of the acquisitions comprising the qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus, in addition to meeting the requirements of Section 1023.

          Fair Market Value of a Qualifying Acquisition

          Sec. 1023.

          The businesses or assets forming the qualifying acquisition must have an aggregate fair market value equal to at least 80% of the aggregate amount then on deposit in the escrow account, excluding deferred underwriting commissions held in escrow and any taxes payable on the income earned on the escrowed funds. Where the qualifying acquisition is comprised of more than one acquisition, and the multiple acquisitions are required to satisfy the aggregate fair market value of a qualifying acquisition, these acquisitions must close concurrently and within the time frame in Section 1022.

          SecurityholderShareholder and Other Approvals

          Sec. 1024.

          The qualifying acquisition must be approved by: (i) a majority of directors unrelated to the qualifying acquisition,; and (ii) a majority of the votes cast by securityholdersshareholders of the SPAC at a meeting duly called for that purpose. Shareholder approval of the qualifying acquisition is not required where the SPAC has placed at least 100% of the gross proceeds raised in its IPO and any additional equity raised pursuant to Section 1019 in escrow in accordance with Section 1010. The shareholder approval requirements set out in Parts V and VI of the Manual will not apply to transactions concurrently effected with the qualifying acquisition, provided that they are disclosed in the prospectus for the resulting issuer and shareholder approval is not otherwise required for the qualifying acquisition. Where the qualifying acquisition is comprised of more than one acquisition, each acquisition must be approved. The founding securityholders shall not be entitled to vote any of their securities with respect to the approval of the qualifying acquisition.

          Sec. 1025.

          The SPAC's IPO prospectus must disclose whether shareholder approval will be required as a condition of the completion of the qualifying acquisition and the shareholders entitled to vote upon the matter. If a qualifying acquisition is subject to shareholder approval, the SPAC must prepare an information circular containing prospectus level disclosure of the resulting issuer assuming completion of the qualifying acquisition. This information circular must be submitted to the Exchange for pre-clearance prior to distribution.

          Sec. 1026.

          The SPAC may impose additional conditions on the approvalcompletion of a qualifying acquisition, provided that the conditions are described in the prospectus or information circular describing the qualifying acquisition. For example, the SPAC may impose a condition not to proceed with a proposed qualifying acquisition if more than a pre-determined percentage of public holders of securities vote against the proposed qualifying acquisition andshareholders exercise their conversionredemption rights.

          Sec. 1026.

          In connection with the securityholder meeting at which there will be a vote on a qualifying acquisition, the SPAC must prepare an information circular containing prospectus level disclosure of the resulting issuer assuming completion of the qualifying acquisition. This information circular must be submitted to the Exchange for pre-clearance prior to distribution.

          Sec. 1027.

          In accordance with Section 1008, holders of securities who vote against the qualifying acquisition,shares (other than founding securityholders in respect of their founding securities) must be entitled to convertredeem their securitiesshares for their pro rata portion of the escrowed funds in the event that the qualifying acquisition is completed. Subject to applicable laws, securityholdersshareholders who exercise their conversionredemption rights shall be paid within 30 calendar days of completion of the qualifying acquisition and such converted securitiesredeemed shares shall be cancelled.

          Prospectus Requirement for Qualifying Acquisition

          Sec. 1028.

          The SPAC must prepare and file a prospectus containing disclosure regarding the SPAC and its proposed qualifying acquisition with the Canadian securities regulatory authority in each jurisdiction in which the SPAC and the resulting issuer is and will be a reporting issuer assuming completion of the qualifying acquisition and, if applicable, in the jurisdiction in which the head office of the resulting issuer assuming completion of the qualifying acquisition is located in Canada. TheCompletion of the qualifying acquisition without a receipt for the final prospectus will result in the delisting of the SPAC.

          If a qualifying acquisition is subject to shareholder approval, the SPAC must obtain a receipt for its final prospectus from the applicable securities regulatory authorities prior to mailing the information circular described in Section 1026. If a receipt for the final prospectus is not obtained, completion of the qualifying acquisition will result in the delisting of the SPAC.Section 1025.

          If a qualifying acquisition is not subject to shareholder approval, the SPAC must: (i) mail a notice of redemption to shareholders and make its final prospectus publicly available on its website at least 21 days prior to the deadline for redemption; and (ii) send by prepaid mail or otherwise deliver the prospectus to shareholders no later than midnight (Toronto time) on the second business day prior to the deadline for redemption, which delivery may be effected electronically in compliance with National Policy 11-201 - Electronic Delivery of Document. The notice of redemption must be pre-cleared by TSX prior to mailing.

          Exchange discretion with respect to the requirements of this Section may only be exercised after discussions with, and the concurrence of, the OSC.

          Exchange Approval

          Sec. 1029.

          The issuer resulting from the completion of the qualifying acquisition by the SPAC must meet the Exchange's original listing requirements set out in Part III of this Manual. The Exchange will provide the issuer with up to 180 days from the completion of the qualifying acquisition to provide evidence that it meets the Public Distribution Requirements set out in Section 315, failing which the issuer will generally be put under a remedial delisting review as described in Part VII.

          Failure to obtain the Exchange's approval of the listing of the resulting issuer prior to the completion of the qualifying acquisition will result in the delisting of the SPAC. For greater certainty, a qualifying acquisition may include a merger or other reorganization or an acquisition of the SPAC by a third party.

          Escrow Requirements

          Sec. 1030.

          Upon completion of the qualifying acquisition, the resulting issuer shall be subject to the Exchange's Escrow Policy.

          E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition

          Sec. 1031.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, subject to applicable laws, it must complete a liquidation distribution within 30 calendar days after the end of such permitted time, pursuant to which the escrowed funds must be distributed to the holders of shares (other than founding securityholders in respect of their founding securities) on a pro rata basis, and in accordance with Section 1032.

          Sec. 1032.

          In accordance with Section 1004, the founding securityholders may not participate in any liquidation (or redemption) distribution with respect to any of their founding securities. In addition, in accordance with Section 1013, all deferred underwriter commissions held in escrow will be part of the liquidation (or redemption) distribution. A liquidation (or redemption) distribution therefore includes the minimum of 90% of the gross proceeds raised in the IPO, as required under Section 1010 and 50% of the underwriters' commissions as described in this Section. Any interest or other proceeds earned through permitted investments that remains in escrow shall also be part of the liquidation (or redemption) distribution. The amount distributed on a liquidation distribution shall however be net of any applicable taxes and direct expenses related to the liquidation distribution.

          Sec. 1033.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the Exchange will delist the SPAC's securities on or about the date on which the liquidation distribution is completed.

          F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

          Sec. 1034.

          Once a qualifying acquisition has been completed, the resulting issuer will be subject to all continued listing requirements in this Manual without exception.

        • Appendix D Clean Version of Final Amendments

          Part I Introduction

          […]

          Interpretation

          […]

          "founding securities" means securities in the SPAC held by the founding securityholders, excluding any purchased by founding securityholders under the IPO prospectus, concurrently with the IPO prospectus on the same terms, on the secondary market or under a rights offering by the SPAC;

          […]

          Part X Special Purpose Acquisition Corporations (SPACs)

          Scope of Policy

          Listing a SPAC on the Exchange is a two-stage process. The first stage involves the filing and clearing of an IPO prospectus, the completion of the IPO and the listing of the SPAC's securities on the Exchange. The second stage involves the identification and completion of a qualifying acquisition.

          The main headings in this Part X are:

          A. General Listing Matters

          B. Original Listing Requirements

          C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition

          D. Completion of a Qualifying Acquisition

          E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition

          F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

          A. General Listing Matters

          Securities to be Listed

          Sec. 1001.

          To secure a listing of its securities on the Exchange, a SPAC must complete a listing application which, together with supporting documentation and information, must demonstrate that it is able to meet the Exchange's original listing requirements for SPACs, as detailed in Sections 1003 to 1018. The listing application, preliminary prospectus, draft escrow agreement governing the IPO proceeds and personal information forms for all insiders of the SPAC should be filed with the Exchange concurrently with the filing of the preliminary prospectus with the applicable Canadian securities regulatory authorities.

          Exercise of Discretion

          Sec. 1002.

          The Exchange may, in its discretion, take into account any factors it considers relevant in assessing the merits of a listing application and may grant or deny an application notwithstanding the prescribed original listing requirements. In exercising its discretion, the Exchange must be satisfied that the fundamental investor protections in this Part X are met. In addition, the Exchange will consider:

          (a) The experience and track record of the officers and directors of the SPAC;

          (b) The nature and extent of officers' and directors' compensation;

          (c) The extent of the founding securityholders' equity ownership in the SPAC, which is generally expected to be an aggregate equity interest of: (i) not less than 10% of the SPAC immediately following closing of the IPO; and (ii) not more than 20% of the SPAC immediately following closing of the IPO, taking into account the price at which the founding securities are purchased and the resulting economic dilution;

          (d) The amount of time permitted for completion of the qualifying acquisition prior to the liquidation distribution; and

          (e) The gross proceeds publicly raised under the IPO prospectus.

          B. Original listing Requirements

          IPO

          Sec. 1003.

          A SPAC must, concurrently with listing on the Exchange, raise a minimum of $30,000,000 through an IPO of shares or units; if units are issued, each unit may consist of one share and no more than two share purchase warrants.

          Sec. 1004.

          Prior to listing on the Exchange, the founding securityholders must subscribe for units, shares or warrants of the SPAC. The terms of the initial investment must be disclosed in the IPO prospectus. The founding securityholders must agree not to transfer any of their founding securities prior to the completion of a qualifying acquisition. In the event of liquidation and delisting, the founding securityholders must agree that their founding securities shall not participate in a liquidation distribution.

          Sec. 1005.

          The shares, warrants, rights, units or other securities to be listed on the Exchange must be qualified by a prospectus receipted by the issuer's principal regulator.

          No Operating Business

          Sec. 1006.

          A SPAC seeking listing on the Exchange must not carry on an operating business. A SPAC may be in the process of reviewing a potential qualifying acquisition, but may not have entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that as of the date of filing, the SPAC has not entered into a written or oral binding acquisition agreement with respect to a potential qualifying acquisition. A SPAC may have identified a target business sector or geographic area in which to make a qualifying acquisition, provided that it discloses this information in its IPO prospectus.

          Jurisdiction of Incorporation

          Sec. 1007.

          The Exchange will consider the jurisdiction of incorporation of a SPAC as part of the listing application process. The Exchange recommends that SPACs seeking listing on the Exchange be incorporated under Canadian federal or provincial corporate laws. Where a SPAC is incorporated under laws outside of Canada and wishes to list on the Exchange, the Exchange recommends that it obtain a preliminary opinion as to whether the jurisdiction of incorporation is acceptable to the Exchange.

          Capital Structure

          Sec. 1008.

          A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

          (a) the security provisions must contain:

          (i) a redemption (or substantially similar) feature, pursuant to which shareholders (other than founding securityholders in respect of their founding securities) may, in the event such qualifying acquisition is completed within the time frame set out in Section 1022, elect that each share held be redeemed for an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the exercise of the redemption right), divided by (2) the aggregate number of shares then outstanding, excluding founding securities; and

          (ii) a liquidation distribution (or substantially similar) feature, pursuant to which shareholders (other than the founding securityholders in respect of their founding securities) must, if the qualifying acquisition is not completed within the permitted time set out in Section 1022, be entitled to receive, for each share held, an amount at least equal to: (1) the aggregate amount then on deposit in the escrow account (net of any applicable taxes and direct expenses related to the liquidation distribution), divided by (2) the aggregate number of shares then outstanding excluding the founding securities.

          Notwithstanding the foregoing, the SPAC may establish a limit as to the maximum number of shares with respect to which a shareholder, together with any affiliates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (i) may not be set at lower than 15% of the shares sold in the IPO; and (ii) is disclosed in the IPO prospectus. For greater certainty, any redemption limit established by a SPAC must apply equally to all shareholders entitled to a redemption right.

          Exchange discretion with respect to the requirements of this Subsection may only be exercised after discussions with, and the concurrence of, the OSC.

          (b) in addition to Section 1008(a) where units are issued in the IPO:

          (i) the share purchase warrants must not be exercisable prior to the completion of the qualifying acquisition;

          (ii) the share purchase warrants must expire on the earlier of: (x) a date specified in the IPO prospectus and (y) the date on which the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022; and

          (iii) share purchase warrants may not have an entitlement to the escrowed funds upon liquidation of the SPAC.

          Prohibition of Debt Financing

          Sec. 1009.

          The SPAC shall not be permitted to obtain any form of debt financing (excluding ordinary course short term trade or accounts payables) other than contemporaneous with, or after, completion of its qualifying acquisition. A credit facility may be entered into prior to completion of a qualifying acquisition, but may only be drawn down contemporaneous with, or after, completion of a qualifying acquisition.

          Despite the foregoing, a SPAC may obtain unsecured loans on reasonable commercial terms, including from founding securityholders or their affiliates, up to a maximum aggregate principal amount equal to 10% of the funds escrowed under Section 1010 repayable in cash no earlier than the closing of the qualifying acquisition, provided that (1) such limit is disclosed in the IPO prospectus; and (2) any such debt financing obtained by the SPAC shall not have recourse against the escrowed funds.

          Every SPAC seeking a listing on the Exchange must include a statement in its IPO prospectus that it will not obtain any form of debt financing other than in accordance with this Section 1009.

          Use of Proceeds Raised in the IPO and Escrow Requirements

          Sec. 1010.

          Immediately upon listing on the Exchange, a SPAC must place at least 90% of the gross proceeds raised in its IPO; and the underwriter's deferred commissions (in accordance with Section 1013), in escrow with an escrow agent acceptable to the Exchange. The following entities, if Canadian, are examples of the types of escrow agents that are acceptable to the Exchange: trust companies, financial institutions and law firms.

          Sec. 1011.

          The escrow agent must invest the escrowed funds in permitted investments. The SPAC must disclose the proposed nature of this investment in its IPO prospectus, as well as any intended use of the interest or other proceeds earned on the escrowed funds from the permitted investments.

          Sec. 1012.

          The escrow agreement governing the escrowed funds must provide for:

          (a) the termination of the escrow and release of the escrowed funds on a pro rata basis to shareholders who exercise their redemption rights in accordance with Section 1008(a)(i) and the remaining escrowed funds to the SPAC if the SPAC completes a qualifying acquisition within the permitted time set out in Section 1022; and

          (b) the termination of the escrow and the distribution of the escrowed funds to shareholders (other than the founding securityholders in respect of their founding securities) in accordance with the terms of Sections 1031 to 1033 if the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022.

          In accordance with Section 1001, a draft of the escrow agreement must be submitted to the Exchange for pre-clearance.

          Sec. 1013.

          The underwriters must agree to defer and deposit a minimum of 50% of their commissions from the IPO as part of the escrowed funds. The deferred commissions will only be released to the underwriters upon completion of a qualifying acquisition within the permitted time set out in Section 1022. If the SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the deferred commissions placed in escrow will be distributed to the holders of the applicable shares as part of the liquidation distribution. Shareholders exercising their redemption rights will be entitled to their pro rata portion of the escrowed funds including any deferred commissions.

          Sec. 1014.

          The proceeds from the IPO that are not placed in escrow and interest or other proceeds earned on the escrowed funds from permitted investments may be applied as payment for administrative expenses incurred by the SPAC in connection with the IPO, for general working capital expenses and for the identification and completion of a qualifying acquisition.

          Public Distribution

          Sec. 1015.

          A SPAC seeking listing on the Exchange must satisfy all of the criteria below:

          (a) at least 1,000,000 freely tradeable securities are held by public holders;

          (b) the aggregate market value of the securities held by public holders is at least $30,000,000; and

          (c) at least 150 public holders of securities, holding at least one board lot each.

          Pricing

          Sec. 1016.

          A SPAC seeking listing on the Exchange must issue securities pursuant to the IPO for a minimum price of $2.00 per share or unit.

          Other Requirements

          Sec. 1017.

          In connection with its original listing, a SPAC will be subject to the following Sections of this Manual:

          (a) Section 325 - Management

          (b) Section 327 - Escrow Requirements

          (c) Section 328 - Restricted Shares

          (d) Sections 338-351 - The Listing Application Procedure

          (e) Sections 352-356 - Approval of Listing and Posting Securities

          (f) Sections 358-359 - Public Availability of Documents

          (g) Section 360 - Provincial Securities Laws

          Sec. 1018.

          A SPAC seeking a listing on the Exchange will not be permitted to adopt a security based compensation arrangement prior to the completion of a qualifying acquisition.

          C. Continued Listing Requirements Prior to Completion of a Qualifying Acquisition

          Additional Equity by way of Rights Offering Only

          Sec. 1019.

          Prior to completion of a qualifying acquisition, the Exchange will permit a listed SPAC to raise additional funds pursuant to the issuance or potential issuance of equity securities from treasury provided that: (i) the issuance is by way of rights offering in accordance with the requirements in Part VI of this Manual and (ii) at least 90% of the funds raised are placed in escrow in accordance with the provisions of Sections 1010 to 1014. Contemporaneous with or following completion of a qualifying acquisition, a listed SPAC may raise additional funds in accordance with Part VI of this Manual.

          Sec. 1020.

          The Exchange will only permit a listed SPAC to raise additional funds pursuant to the issuance or potential issuance of equity securities from treasury pursuant to Section 1019 to fund a qualifying acquisition and/or administrative expenses of the SPAC.

          Other Requirements

          Sec. 1021.

          Prior to completion of its qualifying acquisition, in addition to this Part X, a listed SPAC will be subject to the following Parts of this Manual:

          (a) Parts IV and V, other than Section 464 in respect of the requirement to hold an annual meeting provided that an annual update is disseminated via press release and available on the SPAC's website;

          (b) Part VI, other than:

          1. Section 624(h) in respect of the requirement to provide at least 21 days' notice in advance of a shareholders' meeting to holders of Restricted Securities;
          2. Section 624(l) in respect of the requirement of certain take-over protective provisions, also referred to as coat-tail provisions; and
          3. Section 624(m) in respect of the prohibition on the issuance of shares with greater voting rights than any listed shares for the issuance of the founding securities.

          Until completion of a qualifying acquisition, a listed SPAC may only issue and make equity securities issuable in accordance with Sections 1019 to 1020. Security based compensation arrangements may not be adopted until completion of a qualifying acquisition;

          (c) Part VII with the exception of Subsections 710(a)(ii) and 710(a)(iii);

          (d) Part IX; and

          (e) Applicable listing fees and forms.

          D. Completion of a Qualifying Acquisition

          Permitted Time for Completion of a Qualifying Acquisition

          Sec. 1022.

          A SPAC must complete a qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus. Where the qualifying acquisition is comprised of more than one acquisition, the SPAC must complete each of the acquisitions comprising the qualifying acquisition within 36 months of the date of closing of the distribution under its IPO prospectus, in addition to meeting the requirements of Section 1023.

          Fair Market Value of a Qualifying Acquisition

          Sec. 1023.

          The businesses or assets forming the qualifying acquisition must have an aggregate fair market value equal to at least 80% of the aggregate amount then on deposit in the escrow account, excluding deferred underwriting commissions held in escrow and any taxes payable on the income earned on the escrowed funds. Where the qualifying acquisition is comprised of more than one acquisition, and the multiple acquisitions are required to satisfy the aggregate fair market value of a qualifying acquisition, these acquisitions must close concurrently and within the time frame in Section 1022.

          Shareholder and Other Approvals

          Sec. 1024.

          The qualifying acquisition must be approved by: (i) a majority of directors unrelated to the qualifying acquisition; and (ii) a majority of the votes cast by shareholders of the SPAC at a meeting duly called for that purpose. Shareholder approval of the qualifying acquisition is not required where the SPAC has placed at least 100% of the gross proceeds raised in its IPO and any additional equity raised pursuant to Section 1019 in escrow in accordance with Section 1010. The shareholder approval requirements set out in Parts V and VI of the Manual will not apply to transactions concurrently effected with the qualifying acquisition, provided that they are disclosed in the prospectus for the resulting issuer and shareholder approval is not otherwise required for the qualifying acquisition. Where the qualifying acquisition is comprised of more than one acquisition, each acquisition must be approved.

          Sec. 1025.

          The SPAC's IPO prospectus must disclose whether shareholder approval will be required as a condition of the completion of the qualifying acquisition and the shareholders entitled to vote upon the matter. If a qualifying acquisition is subject to shareholder approval, the SPAC must prepare an information circular containing prospectus level disclosure of the resulting issuer assuming completion of the qualifying acquisition. This information circular must be submitted to the Exchange for pre-clearance prior to distribution.

          Sec. 1026.

          The SPAC may impose additional conditions on the completion of a qualifying acquisition, provided that the conditions are described in the prospectus or information circular describing the qualifying acquisition. For example, the SPAC may impose a condition not to proceed with a proposed qualifying acquisition if more than a pre-determined percentage of public shareholders exercise their redemption rights.

          Sec. 1027.

          In accordance with Section 1008, holders of shares (other than founding securityholders in respect of their founding securities) must be entitled to redeem their shares for their pro rata portion of the escrowed funds in the event that the qualifying acquisition is completed. Subject to applicable laws, shareholders who exercise their redemption rights shall be paid within 30 calendar days of completion of the qualifying acquisition and such redeemed shares shall be cancelled.

          Prospectus Requirement for Qualifying Acquisition

          Sec. 1028.

          The SPAC must prepare and file a prospectus containing disclosure regarding the SPAC and its proposed qualifying acquisition with the Canadian securities regulatory authority in each jurisdiction in which the SPAC and the resulting issuer is and will be a reporting issuer assuming completion of the qualifying acquisition and, if applicable, in the jurisdiction in which the head office of the resulting issuer assuming completion of the qualifying acquisition is located in Canada. Completion of the qualifying acquisition without a receipt for the final prospectus will result in the delisting of the SPAC.

          If a qualifying acquisition is subject to shareholder approval, the SPAC must obtain a receipt for its final prospectus from the applicable securities regulatory authorities prior to mailing the information circular described in Section 1025.

          If a qualifying acquisition is not subject to shareholder approval, the SPAC must: (i) mail a notice of redemption to shareholders and make its final prospectus publicly available on its website at least 21 days prior to the deadline for redemption; and (ii) send by prepaid mail or otherwise deliver the prospectus to shareholders no later than midnight (Toronto time) on the second business day prior to the deadline for redemption, which delivery may be effected electronically in compliance with National Policy 11-201 - Electronic Delivery of Document. The notice of redemption must be pre-cleared by TSX prior to mailing.

          Exchange discretion with respect to the requirements of this Section may only be exercised after discussions with, and the concurrence of, the OSC.

          Exchange Approval

          Sec. 1029.

          The issuer resulting from the completion of the qualifying acquisition by the SPAC must meet the Exchange's original listing requirements set out in Part III of this Manual. The Exchange will provide the issuer with up to 180 days from the completion of the qualifying acquisition to provide evidence that it meets the Public Distribution Requirements set out in Section 315, failing which the issuer will generally be put under a remedial delisting review as described in Part VII.

          Failure to obtain the Exchange's approval of the listing of the resulting issuer prior to the completion of the qualifying acquisition will result in the delisting of the SPAC. For greater certainty, a qualifying acquisition may include a merger or other reorganization or an acquisition of the SPAC by a third party.

          Escrow Requirements

          Sec. 1030.

          Upon completion of the qualifying acquisition, the resulting issuer shall be subject to the Exchange's Escrow Policy.

          E. Liquidation Distribution and Delisting Upon Failure to Meet Timelines for a Qualifying Acquisition

          Sec. 1031.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, subject to applicable laws, it must complete a liquidation distribution within 30 calendar days after the end of such permitted time, pursuant to which the escrowed funds must be distributed to the holders of shares (other than founding securityholders in respect of their founding securities) on a pro rata basis, and in accordance with Section 1032.

          Sec. 1032.

          In accordance with Section 1004, the founding securityholders may not participate in any liquidation (or redemption) distribution with respect to any of their founding securities. In addition, in accordance with Section 1013, all deferred underwriter commissions held in escrow will be part of the liquidation (or redemption) distribution. A liquidation (or redemption) distribution therefore includes the minimum of 90% of the gross proceeds raised in the IPO, as required under Section 1010 and 50% of the underwriters' commissions as described in this Section. Any interest or other proceeds earned through permitted investments that remains in escrow shall also be part of the liquidation (or redemption) distribution. The amount distributed on a liquidation distribution shall however be net of any applicable taxes and direct expenses related to the liquidation distribution.

          Sec. 1033.

          If a listed SPAC fails to complete a qualifying acquisition within the permitted time set out in Section 1022, the Exchange will delist the SPAC's securities on or about the date on which the liquidation distribution is completed.

          F. Continued Listing Requirements Following Completion of a Qualifying Acquisition

          Sec. 1034.

          Once a qualifying acquisition has been completed, the resulting issuer will be subject to all continued listing requirements in this Manual without exception.

      • Notice of Housekeeping Rule Amendments to the TSX Company Manual (February 1, 2018)

        • Introduction

          In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the "Protocol"), Toronto Stock Exchange ("TSX") has adopted, and the Ontario Securities Commission has approved, certain housekeeping amendments (the "Amendments") to TSX Form 11 — Notice of Private Placement ("Form 11") of the TSX Company Manual (the "Manual"). The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The Ontario Securities Commission has not disagreed with the categorization of the Amendments as Housekeeping Rules.

        • Summary and Rationale for the Amendments

          Pursuant to Section 607 of the Manual, an issuer is required to provide TSX with notice of a proposed private placement by completing and submitting a Form 11 to TSX. Along with any further information or documentation that may be requested by TSX, the Form 11 provides TSX with key information considered by TSX. In particular, Item 12 of Form 11 requires an issuer to disclose any significant information regarding the proposed placement not otherwise disclosed in the form. Although not explicitly set out in the existing Form 11, when responding to this question, TSX expects issuers to include any relevant significant matters including, but not limited to, any upcoming shareholders meeting for which a record date has been or is shortly expected to be determined, any pending mergers, acquisitions, take-over bids, changes to capital structure or other significant transactions, and any details regarding potential dissident shareholders and/or anticipated proxy contests. Accordingly, TSX is amending the Form 11 to clarify the type of information required to be disclosed by issuers when responding to Item 12, and to fix a typographical and grammatical error.

        • Text of the Amendments

          A blackline of the Amendments can be found here. For ease of reference, a clean version of the Amendments can be found here.

        • Effective Date

          The Amendments become effective on February 1, 2018.

      • Notice of Approval Amendments to the Toronto Stock Exchange Company Manual (December 14, 2017)

        • Introduction

          In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits thereto for recognized exchanges, Toronto Stock Exchange ("TSX") has adopted, and the Ontario Securities Commission has approved, certain amendments (the "Amendments") to the Toronto Stock Exchange ("TSX") Company Manual (the "Manual"). The Amendments provide for public interest changes to TSX Reporting Form 4 — Personal Information Form (the "PIF"), TSX Reporting Form 4B — Declaration (the "Declaration"), and TSX Listing Application (the "Listing Application"). On June 1, 2017, TSX published a Request for Comments in respect of the Amendments.

        • Summary of the Amendments

          Section of the Manual Amendment
          PIF As a result of automating the PIF, the language has been amended to remove the requirement to have a PIF and supporting documentation notarized by a public notary and to permit an individual to apply a digital signature to the document.
          Declaration As a result of automating the Declaration, the language has been amended to remove the requirement to have a Declaration and supporting documentation notarized by a public notary and to permit an individual to apply a digital signature to the document.
          Listing Application The language has been amended to remove the requirement to have a Listing Application notarized by public notary.

        • Rationale for the Amendments

          PIF Amendments

          TSX seeks to improve its client experience, reduce regulatory burden, and improve and simplify how it connects with its clients. TSX will be automating and making the PIF digitally available online on December 18, 2017.

          Currently, the PIF and any attachments to the PIF (including any photocopies of identification of the individual) are required to be notarized. The PIF also requires an individual to manually sign the PIF and expressly prohibits mechanical or electronic signatures. In order to provide a complete digital experience to TSX customers, both the requirement for a notarial seal and a manual signature must be removed from the PIF.

          The Amendments to the PIF seek to reduce the regulatory burden on TSX issuers by improving and simplifying the manner and process by which an individual completes and submits a PIF to TSX. The Amendments are being made as a result of changes in technology and the increasing acceptance of digital signatures. In addition to improving the customer experience by going digital, the removal of the notary requirement may translate into time and cost savings for insiders. The removal of the notary requirement will better align the PIF with the personal information form used by the Canadian Securities Administrators, which is substantially similar to the PIF and is not required to be notarized.

          Declaration Amendments

          If within 36 months of submitting a PIF, an insider is required to submit another PIF, an individual may submit a Declaration in lieu of a PIF. Similar to a PIF, the Declaration, along with any attachments, must be notarized. In addition, Declarations are currently manually signed.

          Similar to the PIF, the Amendments to the Declaration seek to reduce the regulatory burden on TSX issuers by improving and simplifying the manner and process by which an individual completes and submits a Declaration to TSX. The Amendments are being made as a result of changes in technology and the increasing acceptance of digital signatures. In addition to improving the customer experience by going digital, the removal of the notary requirement may translate into time and cost savings for insiders.

          Listing Application Amendments

          Currently, the Listing Application is required to be notarized.

          The Amendments to the Listing Application seek to reduce the regulatory burden on TSX issuers, and may ultimately translate into time and cost savings. There are no current plans to automate and digitize the Listing Application.

        • Summary of the Final Amendments

          TSX received three comment letters in response to the Request for Comments. A summary of the comments submitted, together with TSX's responses, is attached as Appendix A. TSX thanks all commenters for their feedback and suggestions.

          TSX has adopted the Amendments with the following changes:

          •   The references to the "Statutory Declaration" in the PIF and Declaration were amended so that that Declarations contained therein are no longer "statutory" in nature, and accordingly, certain ancillary changes to the PIF and Declaration were made.
          •   The address of TSX included in the PIF and Declaration was updated to reflect the new address of TSX.

          A blackline of the Amendments showing changes made since they were published in the Request for Comments, is attached as Appendix B.

          A blackline of the final Amendments is attached as Appendix C.

        • Text of the Amendments

          Please refer to Appendix D for the text the Amendments.

        • Effective Date

          The Amendments will become effective on December 18, 2017. However, TSX will continue to accept notarized paper versions of PIFs, Declarations and Listings Agreements in the previous form until June 30, 2018.

        • Appendix A Summary of Comments and Responses

          List of Commenters:

          Jenna Virk ("JV") Fortis Inc. ("Fortis")
          Invesco Canada Ltd. ("Invesco")

          Capitalized terms used and not otherwise defined in the Notice of Approval shall have the meaning in the TSX Request for Comments — Amendments to Toronto Stock Exchange Company Manual dated June 1, 2017.

          Summarized Comments Received TSX Response
          PIF Amendments
          1. Is it appropriate to remove the requirement to have a PIF notarized?
          All commenters were supportive of removing the requirement to have a PIF notarized. (Fortis, Invesco and JV)

          Reasons provided by the commenters included:
          •   PIFs filed with the members of the Canadian Securities Administrators ("CSA") are not required to be notarized. (Invesco)
          •   Many individuals required to submit PIFs travel frequently making the process of coordinating the completion of their PIFs, and the signing of their PIFs before notaries, challenging. (Invesco)
          •   The signing of a PIF before a notary does not add any real benefit in terms of the protection of capital markets or investors. (Invesco)
          TSX thanks the commenters for their input.
          2. Is it appropriate to permit an individual to apply a digital signature to a PIF?
          All commenters were supportive of permitting an individual to apply a digital signature to a PIF. (Forits, Invesco and JV) TSX thanks the commenters for their input.
          While supportive of permitting an individual to apply a digital signature to a PIF, one commenter expressed certain concerns, including the following:
          •   The commenter requested that TSX provide further details regarding the new requirements for PIF completion and submission to ensure that the process is practical and workable for all of the involved parties.
          •   The commenter was of the view that there should be an agreed upon process in order to eliminate varying practices amongst the parties involved and in order to provide comfort to: (i) the individual required to complete a PIF that what is being submitted under his/her name and digital signature; (ii) the person doing the filing on his/her behalf that they are acting on proper instructions from the individual; and (iii) TSX as to the integrity of the documentation and signature processes.
          •   The commenter was of the view that under the new process, it should be possible for an individual required to complete a PIF to authorize someone else to complete his or her PIF and affix his or her digital signature. (Invesco)
          TSX thanks the commenter for its input. TSX will, in due course, communicate to the market further details regarding the online platform and the process to be used for completing and submitting a PIF to TSX.

          TSX will be utilizing a digital signature process that is in line with market standards and otherwise complies with applicable electronic commerce legislation.

          The digital signature will be accepted on the automated version of the PIF only, and the responsible insider must digitally sign the PIF him or herself. The notarized paper version of the PIF, which TSX will continue to accept during the transition period, must be manually signed by the responsible insider.

          TSX reminds listed issuers that the responsible insider is responsible for the contents included in his or her PIF.
          Other comments received
          One commenter noted that TSX and CSA PIFs are substantially similar and while the CSA will accept TSX PIFs in place of the CSA PIFs, TSX will not accept CSA PIFs in place of the TSX PIFs. The commenter was of the view that this was inefficient and unnecessary, and requested that TSX consider changing its current practices in this regard to accept a CSA PIF in lieu of a TSX PIF. (Invesco) TSX believes that it is not appropriate at this time to accept a CSA PIF in lieu of a TSX PIF. TSX will continue to monitor this and may consider accepting a CSA PIF in lieu of a TSX PIF in the future, however such an amendment is out of scope for these Amendments and will need to be separately considered.
          Declaration Amendments
          1. Is it appropriate to remove the requirement to have a Declaration notarized?
          All commenters were supportive of removing the requirement to have a Declaration notarized. (Fortis, Invesco and JV) TSX thanks the commenters for their input.
          2. Is it appropriate to permit an individual to apply a digital signature to a Declaration?
          All commenters were supportive of permitting an individual to apply a digital signature to a Declaration. (Fortis, Invesco and JV) TSX thanks the commenters for their input.
          While supportive of permitting an individual to apply a digital signature to a Declaration, one commenter reiterated its concerns above (regarding the use of digital signatures on PIFs) as it relates to Declarations, and requested that further details be provided. (Invesco) TSX will, in due course, communicate to the market further details regarding the use of digital signatures on a Declaration.
          Other comments received
          While one commenter acknowledged that the Declaration itself is short and simple, it requested that TSX eliminate the Declaration requirement as it relates to exchange-traded products listed on TSX. It was of the view that while the Declaration requirements may be appropriate for corporate issuers, such requirements pose an administrative burden on managers of exchange-trade products, and it questioned the benefits to the capital markets and investors that arise from the Declaration requirements.

          The commenter suggested that TSX examine the CSA requirements in terms of updating PIFs and to consider a similar requirement. It was of the view that complying with the CSA requirement to complete a new PIF when the specified information has changed is less burdensome than complying with the TSX Declaration requirement. The commenter noted that under the current TSX rules, a manager of exchanged-traded products for whom a PIF was filed (and still valid) would be required to file a notarized Declaration if a new exchange-traded fund was to be listed on TSX during the 36 month period, even where none of the information contained in the PIF had changed. The commenter noted that under the CSA rules, a new CSA PIF is required during the 36 month period only if there is a new prospectus or prospectus amendment filing and certain specified information in the PIF has changed. The commenter noted that under the CSA rules, no additional PIF filing or PIF related filing is required if there have been no changes to the specified information. (Invesco)
          TSX thanks the commenter for its input. TSX will consider removing the requirement to file a Declaration for managers of exchanged-traded products and closed end funds where a valid PIF has been filed with TSX and where no information in such PIF has changed, however such an amendment is out of scope for these Amendments and will need to be separately considered.
          Listing Application Amendments
          1. Is it appropriate to remove the requirement to have a Listing Application notarized?
          All commenters were supportive of removing the requirement to have a Listing Application notarized. (Fortis, Invesco and JV) TSX thanks the commenters for their input.
          General Comments Received
          One commenter was of the view that the use of digital signatures is becoming increasingly commonplace in Canada and allows individuals to fully avail of the benefits of technology. The commenter stated that the Amendments encourage administrative efficiency, which becomes particularly meaningful when the required signatories may be traveling outside their home jurisdiction. (Fortis) TSX thanks the commenter for its input.
          One commenter was of the view that the Amendments will simplify and expedite PIF and Declaration filings and will ease the coordination of submissions for foreign persons required to file a PIF. (JV) TSX thanks the commenter for its input.

        • Appendix B Blackline of Amendments

          A blackline of the PIF can be found here.

          A blackline of the Declaration can be found here.

        • Appendix C Blackline of Final Amendments

          A blackline of the final amendments to the PIF can be found here.

          A blackline of the final amendments to the Declaration can be found here.

          A blackline of the final amendments to the Listing Application can be found here.

        • Appendix D Text of Final Amendments

          The text of the final amendments to the PIF can be found here.

          The text of the final amendments to the Declaration can be found here.

          The text of the final amendments to the Listing Application can be found here.

      • Notice of Approval Amendments to Parts IV and VI of the Toronto Stock Exchange Company Manual (October 19, 2017)

        • Introduction

          In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits thereto for recognized exchanges, Toronto Stock Exchange ("TSX") has adopted, and the Ontario Securities Commission has approved, the following amendments: (i) the introduction of website disclosure requirements for listed issuers (the "Part IV Amendments"); and (ii) amendments to the disclosure requirements regarding security based compensation arrangements (the "Part VI Amendments"). The Part IV Amendments, the Part VI Amendments, and certain ancillary changes are collectively referred to as the "Amendments". The Amendments were published for public comment in a request for comments on April 6, 2017 ("Request for Comments").

        • Overview

          On May 26, 2016, TSX published a Request for Comments in respect of proposed amendments (the "May RFC") to the Manual to introduce website disclosure requirements for TSX listed issuers, to amend the disclosure requirements regarding security based compensation arrangements, and to introduce Form 15 — Disclosure of Security Based Compensation Arrangements ("Form 15") (collectively, the "May Amendments"). In response to the May RFC, some market participants expressed concerns with the May Amendments including the increase in a listed issuer's disclosure obligations, the uncertainty in the types of documents required to be posted on a listed issuer's website, and the insufficiency of disclosure provided by Form 15. Following the May RFC, TSX modified the May Amendments as a result of the comments received and published the second Request for Comment on April 6, 2017.

        • Summary and Rationale for the Amendments

          Part IV Amendments

          The Part IV Amendments introduce a new Section 473 to the Manual and amend Section 461.3 and Part XI of the Manual as ancillary matters.

          The Part VI Amendments require listed issuers (other than Non-Corporate Issuers, Eligible Interlisted Issuers and Eligible International Interlisted Issuers (as such terms are defined in the Manual)) to make available on their websites the current, effective versions of their constating documents, and, if adopted, certain corporate policies and corporate governance documents.

          Rationale for the Part IV Amendments

          Section 473 will provide participants in the Canadian capital markets with ready access to key security holder documents. Reporting issuers are required to file certain material documents with Canadian securities regulators, which are publicly available on the System for Electronic Document Analysis and Retrieval ("SEDAR"). However, these documents may be difficult to find on SEDAR due to issuers' differing practices for identifying and filing materials under consistent categories. Additionally, certain of the policies and corporate governance documents required in Section 473 may not be required to be filed on SEDAR. Therefore, TSX believes that Section 473 will be beneficial to security holders by making such documents more readily accessible to the investing public. TSX continues to believe that there is value in providing investors with a centralized location for a listed issuer's corporate governance information and that the modest increase in a listed issuer's disclosure obligations is outweighed by the benefits to investors.

          Part VI Amendments

          The Part VI Amendments clarify and amend Section 613(d) and introduce Section 613(p).

          Section 613(d) requires the disclosure of an annual burn rate for each security based compensation arrangement (a "Plan") maintained by the listed issuer, and clarifies existing disclosure regarding securities awarded or to be awarded under a Plan ("Awards"). The Part VI Amendments also introduce Section 613(p), which provides the formula for calculating the annual burn rate.

          In addition, Section 613(d) was amended to clarify the type of disclosure required in respect of the maximum number of Awards issuable, the number of outstanding Awards, and the number of Awards available for grant.

          Finally, Section 613(d) was amended to change the time period covering the disclosure. For any annual meeting (whether an Approval Meeting or not), the information should be prepared as at the end of the listed issuer's most recently completed fiscal year. For any Approval Meeting, which is not also an annual meeting, the information (other than the annual burn rate) should be prepared as at the date of the materials, which would remain unchanged from the current requirements.

          Rationale for the Part VI Amendments

          Pursuant to the May RFC, TSX proposed introducing Form 15 in order to simplify the disclosure required in meeting materials however, after further consideration, TSX removed the previously proposed use of Form 15. A large majority of the comments were supportive of adding disclosure regarding burn rate, with certain modifications. The revised burn rate formula is derived from the comments received.

          The amendments in respect of the time period covered by the disclosure for annual meetings (whether an Approval Meeting or not) are being made to better align the disclosure requirements of Section 613(d) with executive compensation disclosure requirements of National Instrument 51-102F6 Statement of Executive Compensation.

        • Summary of the Final Amendments

          TSX received seven comment letters in response to the Request for Comments. A summary of the comments submitted, together with TSX's responses, is attached as Appendix A. TSX thanks all commenters for their feedback and suggestions.

          As a result of the comment process, TSX has adopted the Amendments with the following changes:

          •   Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers are exempted from the disclosure requirements set forth in Section 473;
          •   The reference to "key officers" from the position descriptions required to be posted on a listed issuer's website pursuant to Section 473(b)(iii) was removed;
          •   Section 613(p) was amended so that listed issuers are required to disclose the annual burn rate for each of the listed issuer's three most recently completed fiscal years for both Approval Meetings, and annual security holder meetings that are not Approval Meetings; and
          •   Sections 613(d)(x) and (xi) were amended so that the disclosure requirements (i.e. vesting and term) set forth therein apply to all Plans and are not limited to stock option plans.

          As a result of the Amendments, TSX has also made ancillary revisions to the Manual as follows:

          •   Section 613(g) has been amended to align with Section 613(d) so that the information required under Section 613(d) (other than the disclosure regarding the annual burn rate under Section 613(d)(iii)) be presented as at the end of the listed issuer's most recently completed fiscal year.

          A blackline of the Amendments showing changes made since they were published in the Request for Comments, is attached as Appendix B.

          A blackline of the final Amendments is attached as Appendix C.

        • Text of the Amendments

          Please refer to the text of new Section 473, revised Section 613, and ancillary amendments to Part XI at Appendix D.

        • Effective Date

          The Part IV Amendments, including the ancillary amendments to Part XI of the Manual, will become effective for TSX-listed issuers on April 1, 2018.

          The Part VI Amendments will become effective for TSX-listed issuers for financial years ending on or after October 31, 2017.

        • Appendix A Summary of Comments and Responses

          List of Commenters:

          Blakes, Cassels & Graydon LLP ("Blakes") Institutional Shareholder Canada Corp ("ISS")
          Canadian Coalition for Good Governance ("CCGG") Norton Rose Fulbright Canada LLP ("Norton Rose")
          Canadian Investor Relations Institute ("CIRI") PIA Investment Association of Canada ("PIA")
          The Canadian Advocacy Council for Canadian CFA Institute Societies ("CFA")

          Capitalized terms used and not otherwise defined in the Notice of Approval shall have the meaning in the TSX Request for Comments — Amendments to Toronto Stock Exchange Company Manual dated April 6, 2017.

          Part IV Amendments - Website Disclosure of Security Holder Information
          1. Should Section 473 require an issuer to disclose, if adopted, its (a) code of business conduct and ethics, (b) diversity policy, (c) anti-corruption policy, (d) human rights policy, (e) environment policy, or (f) health and safety policy?
          Summarized Comments Received TSX Response
          Four commenters were supportive of the Part IV Amendments. (PIA, CFA, CCCG, and ISS) Reasons provided by the commenters included:
          •   disclosing, and regularly updating such documents would allow investors to assess the extent to which corporate decisions may contribute or detract from shareholder value (PIA), goes to the core of corporate governance practices (CFA), accords well with global trends towards enhanced disclosure (CFA), may assist investors in making informed investment decisions (CFA), is beneficial for shareholders' understanding of a corporation's policies or progress on certain issues (ISS), and would give investors easier access to these documents. (CFA)
          •   Section 473 does not unduly create a regulatory burden on issuers as many of these issuers may already publish such policies in their annual reports. (CFA)
          •   given the increasing recognition of the importance of "non-financial" or environmental, social and governance matters to investors, issuers should be required to disclose the documents set out in Section 473. (CCGG)
          TSX thanks these commenters for their input.
          Two commenters expressed concern with Section 473, including the following: (Norton Rose, and CIRI)
          •   an issuer's code of business conduct and ethics should not be included in Section 473 as most issuers already post this document on both their website and SEDAR. (Norton Rose)
          •   certain policies included in Section 473, can be very wide in scope, are not standardized as to content, can be very voluminous, and may be internal to the listed issuer and could contain competitively sensitive or confidential information. (Norton Rose)
          •   these policies have not been adopted by all issuers and are of little utility to an investor's decision making process. (Norton Rose)
          •   while many larger listed issuers may have such policies in place, smaller issuers may not yet have developed and adopted them and may suffer a greater impact of the increased regulatory burden associated with mandated disclosure. (CIRI)
          •   the decision to disclose and potentially post to its website, any or all of the policies stated in Section 473 should be left to the discretion of the listed issuer and should not be set out as a mandated requirement. (CIRI)
          Although many of the policies enumerated in Section 473 may be posted on SEDAR, TSX believes that posting these documents to an issuer's website will be beneficial to security holders as it will centralize the location of the documents and will therefore be more readily accessible by investors.

          TSX believes that investors are placing greater importance of issuers' corporate governance policies and such policies may assist them in making informed investment decisions.

          TSX recognizes that not all issuers have adopted the policies set out in Section 473 and reminds issuers that Section 473 only requires the disclosure of the documents set out in Section 473 if adopted by the issuer. Section 473 does not require an issuer to create these policies if the issuer has not adopted them.
          One commenter was supportive of the more limited set of documents included in Section 473. However, the commenter stated that it was inappropriate for listed issuers to be required to disclose internal governance and policy materials beyond what is required by applicable securities laws as such policies may in some cases be confidential and internal to issuers. The commenter noted that to the extent such policies are "outward" looking or directed toward a non-investor audience, they may be aspirational in nature, and accordingly required disclosure under stock exchange rules may inadvertently expose issuers to disclosure liability for not meeting aspirational objectives. (Blakes) TSX disagrees that it is inappropriate to require listed issuers to disclose internal governance and policy materials beyond what is required by applicable securities laws. TSX believes that the majority, if not all, of the documents proposed under Section 473 are already publicly disclosed by issuers.
          One commenter was of the view that there was a lack of definition in terms of what constitutes the policies required under Section 473 and therefore that it may be premature to subject such policies to regulatory oversight. The commenter stated that the content of these policies, which are not otherwise subject to regulatory guidelines, could vary significantly from issuer to issuer. (CIRI) TSX believes that the enumerated list in Section 473 is clear as it specifically references the types of policies an issuer must post to its website.
          2. Should certain types of issuers (e.g., Eligible Interlisted Issuer or Eligible International Interlisted Issuers) be exempt from the requirements of Section 473? If so, please provide an explanation of why they should be exempt.
          Summarized Comments Received TSX Response
          Four commenters were supportive of allowing exemptions for interlisted issuers in certain circumstances. (Norton Rose, Blakes, ISS, and CIRI)

          Two such commenter noted that the exemption should be limited to interlisted issuers whose disclosure requirements under other exchanges are substantially similar to, or at least as rigorous as, those that will be ultimately required by TSX. (ISS and CIRI)

          Another such commenter was of the view that these issuers face a considerable challenge in meeting the listing requirements of different exchanges and should be deemed to have met the disclosure requirements of Section 473 if they already disclose the policies listed in Section 473 under the requirements of another exchange or regulatory agency. (Norton Rose)
          TSX thanks these commenters for their input. TSX has revised the drafting of Section 473 to provide an exemption for Eligible Interlisted Issuers and Eligible International Interlisted Issuers from the requirements of Section 473.
          One commenter requested TSX to consider whether to provide an exemption for SEC foreign issuers and designated foreign issuers (each as defined under National Instrument 71-102 — Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102")). The commenter was of the view that such an exemption would recognize and be consistent with the TSX's regulatory approach in certain other areas of deferring to the requirements of another recognized exchange or jurisdiction for foreign listed issuers and/or in circumstances where most of the trading activity in the securities of an interlisted issuer occurs on a non-Canadian exchange or market, as well as the Canadian Securities Administrator's ("CSA") approach for certain foreign issuers in NI 71-102. (Blakes) TSX believes that it is not appropriate at this time to broaden the category of exemptions to include SEC foreign issuers or designated foreign issuers. TSX will continue to monitor this and may consider providing an exemption for such foreign issuers in the future.
          Two commenters were not supportive of interlisted issuers being exempt from the requirements of Section 473. (CFA, and CCGG) One such commenter noted that Section 473 does not require an issuer to create any new documents nor does it place any undue or conflicting regulatory burden on issuers. (CCGG) TSX thanks these commenters for their input however, TSX has amended Section 473 to provide an exemption to Eligible Interlisted Issuers and Eligible International Issuers from disclosing the documents set forth thereunder.
          3. Are there other modifications TSX should make to the list of documents proposed to be made available?
          Summarized Comments Received TSX Response
          One commenter was supportive of the list of documents prescribed under the proposed Section 473. (CFA) TSX thanks the commenter for its input.
          One commenter, who was not supportive of the Section 473, stated that Section 473 was preferable to the initial draft included in the May RFC. The commenter stated that listed issuers should be exempted from posting documents which may include competitively sensitive or confidential information, and a period of at least 18 months should be given to comply with the requirements of Section 473. (Norton Rose) TSX believes Section 473 presents a clear list of documents to be posted on an issuer's website.

          TSX will consider on a case-by-case basis excluding policies which contain competitively sensitive or confidential information of an issuer.

          TSX believes that six (6) months is a sufficient period of time for listed issuers to comply with the requirements of Section 473.
          One commenter was of the view that Section 473 should not refer to "key officers" but instead refer to the position description of the CEO. If Section 473 were to be adopted, the commenter requested TSX to clarify which officers (other than the CEO) required disclosure of their position descriptions. (Norton Rose) TSX thanks the commenter for its input. TSX has removed the reference to "key officers" from the position descriptions to be posted on an issuer's website pursuant to Section 473.
          One commenter was not supportive of requiring the disclosure of a listed issuer's constating documents on its website because such documents are already available on SEDAR and their significant provisions are already summarized and explained in plain language in certain of the listed issuer's continuous disclosure documents. The commenter expressed concern with the considerable costs associated with the creation of unofficial versions of a listed issuer's constating documents and by-laws in the other official language of Canada. The commenter stated that since an issuer's website is often available in both languages, mandatory website disclosure rules create pressure to have these documents translated whereas there is not the same pressure when filing on SEDAR. In addition, the commenter was of the view that the burden to comply with Section 473 would be significant and noted the following additional examples of such burden: (i) the costs and time associated with having legal counsel review new documents to be posted on issuers' websites; (ii) additional resources required to maintain the website up-to-date; and (iii) the creation of additional liability risks under provisions of securities legislation (secondary market liability provisions, for instance). (Norton Rose) Although constating documents are filed on SEDAR, it may be difficult for investors to locate such documents. This is amplified where the document is not filed under the appropriate category of document, or if it is, the investor may not know the correct category of document he/she should be looking for.

          Section 473 does not require listed issuers to translate documents into another language. TSX does not believe this to be an additional burden on listed issuers as SEDAR is also available in both the English and French language. TSX notes that listed issuers could use the same version of the constating documents they post on the English or French version SEDAR for the listed issuer's website.

          In addition, Section 473 does not create a new obligation for issuers to maintain an up-to-date website as they are already required to do so under TSX's Applicable Disclosure Standards (see Section 423.11).

          TSX believes that any increase in a listed issuer's disclosure obligations would be modest and would be outweighed by the benefits to investors. TSX continues to believe that there is value in providing investors with a centralized location for a listed issuer's corporate governance documents.
          One commenter expressed concern about disclosing awards documents and other documents, particularly those pertaining to anti-corruption policies or social and environmental policies, since there are no defined standards for such types of policies and was of the view that these documents should not be included in Section 473. (CIRI) Based on the feedback received pursuant to the May RFC, TSX removed anti-corruption and social and environmental policies, among others, from the list of documents to be posted on a listed issuer's website.
          One commenter suggested the inclusion of any environmental and social issue related documents produced by a listed issuer to the list of policies required by Section 473. The commenter noted that such inclusion would provide those shareholders that have incorporated environmental and social guidelines within their investment approaches or voting policies with better information and a heightened ability to discharge their voting responsibilities. (ISS) TSX thanks the commenter for its input. TSX believes that it is not appropriate at this time to include environmental and social issue related documents produced by a listed issuer in Section 473. TSX will continue to monitor this issue and may in the future consider requiring an issuer to post such documents if there is a sufficient demand by investors for issuers to do so.
          Two commenters suggested that Section 473 should require issuers to disclose shareholder rights plans and security based compensation arrangements on their website. (CCGG, and ISS) One such commenter stated that this disclosure would enhance overall transparency and also provide shareholders with a single source of complete information to better inform their voting decisions on key matters. (ISS) Security based compensation arrangements and security rights plans were removed from the list of documents required to be posted on a listed issuer's website based on the feedback TSX received on the May RFC. TSX also believes that with the adoption of the new takeover bid regime by the CSA, shareholder rights plans may become less common.
          One commenter suggested that voting results from the most recent shareholder meetings should be located in the same place on a listed issuer's website as the governance documents because of the importance to shareholders, the timeliness of their relevance, and because they can be difficult to find on SEDAR. (CCGG) TSX thanks the commenter for its input. TSX believes that it is not appropriate to require listed issuers to publish voting results for the most recent shareholder meetings on their websites. Such documents may be found on the issuers' SEDAR profiles and disclosure of voting results may be found in their respective news releases as required by Section 461.4 of the Manual.
          General Comments Received
          Summarized Comments Received TSX Response
          One commenter was of the view that current disclosure obligations under securities laws already provide comprehensive, meaningful and sufficient disclosure and that the requirements set out in Section 473 would create a second disclosure regime which could cause potential duplications and confusion. The commenter noted that many of the policies are already described in other documents where the information is summarized and explained in plain language. (Norton Rose) TSX is of the view that any duplication in disclosure is outweighed by the benefits to investors. The purpose of Section 473 is to provide investors with a centralized location for a listed issuer's corporate governance documents that may be relevant to investors. TSX believes that this will be beneficial to security holders as the documents will be more readily accessible by investors, thereby decreasing investor confusion.
          One commenter was of the view that listed issuers should be required to develop and maintain a publicly accessible website as a means of providing investors access to appropriate corporate governance policies and/or documents. (CIRI)

          Two commenters stated that Section 473 was inconsistent with recent initiatives by the CSA to reduce the regulatory burden of issuers and to eliminate overlap in regulatory requirements. (Norton Rose and CIRI)

          One commenter recognized that Section 473 may result in an increased regulatory burden to listed issuers however, it agreed with TSX's conclusion that the benefit of increased and centralized access to issuer information outweighs the regulatory burden of disclosing such information. (PIA)
          TSX believes that any increase in a listed issuer's disclosure obligations would be modest and would be outweighed by the benefits to investors. TSX continues to believe that there is value in providing investors with a centralized location for a listed issuer's corporate governance documents.
          One commenter was of the view that in addition to the increasing risk of errors and/or inconsistencies in different portions of the website, the requirements of Section 473 would invite the potential for investors to lose the context of a disclosure policy that has been extracted from a larger, more comprehensive document which may be needed to properly evaluate the policy or document. (CIRI) TSX believes that an issuer's risk as a result of the requirements set forth in Section 473 is minimal.

          TSX reminds issuers that it is their responsibility to ensure that any document posted on their website must contain sufficient information to assist in understanding the document.
          Part VI - Security Based Compensation Arrangements
          1. Should the requirement to disclose static terms of a Plan (e.g., financial assistance, vesting, etc.) be limited to Approval Meetings?
          Summarized Comments Received TSX Response
          Two commenters were supportive of limiting the requirement to disclose static terms of a Plan to Approval Meetings and other types of meetings where shareholders are being asked to approve changes to such static terms. (Norton Rose, and CIRI)

          One such commenter noted that such terms are disclosed at the initial approval of a Plan and are not normally expected to be revised during the remaining period that the Plan is in force. (CIRI)
          TSX thanks these commenters for their input.
          Four commenters were not supportive of limiting the requirement to disclose static terms of a Plan to Approval Meetings and were of the view that the disclosure should be required for annual meetings as well. (PIA, CFA, ISS, and CCGG) Reasons provided by the commenters included the following:
          •   many, if not most, static terms of a Plan are material to an understanding of the implications of a Plan and relevant in situations beyond the purposes of approving the Plan (for example, say on pay, whether to vote in favour of certain directors, (CCGG) and provide transparency and an understanding to investors regarding the issuer's compensation practices). (CFA and PIA)
          •   the disclosure informs institutional investors' views and votes with respect to equity plans, and other ballot items. The disclosure may also be instrumental in the development and implementation of engagement activities that may be undertaken by institutional shareholders. (ISS)
          TSX thanks the commenters for their input.

          TSX would like to clarify that materials for Approval Meetings must be pre-cleared with TSX. Materials for annual meetings where the approval of security based compensation arrangements will not be sought are not required to be pre-cleared with TSX.

          The current requirement is that all meeting materials, whether for an Approval Meeting or not, must provide the disclosure as set forth in Section 613(d). The Part VI Amendments do not change this requirement.
          2. Is the burn rate and the formula for calculating it useful and appropriate disclosure?
          Summarized Comments Received TSX Response
          Three commenters were supportive of the revised proposed burn rate and formula for calculating it and were of the view that it was useful and appropriate disclosure. (ISS, PIA and CFA)

          One such commenter stated that the burn rate is an important factor considered when evaluating equity based plans up for shareholder approval. (PIA)

          Another such commenter was supportive of disclosing the details of the multiplier where the awards granted include a multiplier. (CFA)
          TSX thanks these commenters for their input.
          Two commenters were supportive of the weighted average number of securities outstanding in the applicable fiscal year in the denominator of the burn rate calculation rather than the number outstanding at the beginning of the most recently completed fiscal year as was proposed in the May 2016 RFC. (PIA and CCGG) TSX thanks these commenters for their input.
          Two commenters expressed concern that the disclosure requirement with respect to the impact of a multiplier was unclear and insufficient without prescribing the details that must be disclosed. The commenters were of the view that in order to provide an accurate measure of potential dilution, listed issuers should be required to calculate the burn rate percentage using the maximum payout under the multiplier for the calculation to be able to give investors the intended information. (PIA and CCGG)

          Alternatively, one such commenter recommended that the final amendments clarify and prescribe the sort of details about multipliers that must be disclosed and that one of the details should be the inclusion of any impact on the burn rate calculation if the maximum number of shares eligible to be granted are in fact granted. (CCGG)
          Listed issuers are required to provide a description of the multiplier. TSX believes that a narrative description, combined with the annual disclosure on issuance, is more appropriate than requiring listed issuers to calculate the burn rate percentage using the maximum payout under the multiplier for the calculation as the maximum payout can be potentially misleading.
          Four commenters expressed concerns with respect to the requirement for issuers to only provide one-year burn rate information for annual shareholder meetings in situations where approval for the equity based plan is not being requested. (ISS, CCGG, CIRI and Norton Rose) Concerns expressed included the following:
          •   this practice could potentially provide shareholders with a skewed review of equity award usage if, for instance, large one-time inducement awards were granted to new hires in the past year or if equity awards within a compensation program are granted on a cyclical basis but are intended to cover a multi-year period. (ISS)
          •   shareholders are interested in burn rates to be able to discern a trend or pattern of issuer behavior not only in the context of deciding whether to approve or amend Plans but also for other reasons (e.g., say on pay votes) and providing one year of data would not permit this. (CCGG)
          •   annual burn rate disclosure alone may be misleading since the burn rate can be influenced significantly year-to-year depending on the periodic value of options. (CIRI and Norton Rose)
          One of the commenters suggested that including information for the most recently completed fiscal year and each of the previous two years in the meeting materials for every shareholders' meeting would enable investors to review trends and quickly ascertain whether any such irregularities exist in the underlying annual data. (ISS)
          TSX thanks these commenters for their input. TSX has amended Section 613(p) so that issuers are required to disclose the annual burn rate for each of the listed issuer's three most recently completed fiscal years for annual shareholder meetings where security holder approval will not be sought for a security based compensation arrangement matter, and for Approval Meetings.
          One commenter was of the view that setting the date for disclosure elements for annual meetings as at the end of the most recently completed fiscal year is inappropriate and that the current requirements to disclose as of the date of the meeting materials should be retained. The commenter stated that there could be significant changes between the fiscal year end and the annual meeting that can stale date information about Plans and make it less meaningful for decisions. The commenter further stated that information as of the date of the meeting materials is not available elsewhere and therefore should be made available in the disclosure elements so that shareholders have current information when they consider how to vote. (CCGG) The requirement to disclose the information under Section 613(d) as at the end of the listed issuer's most recently completed fiscal year in the case of an annual security holder meeting, and the date of the meeting materials in the case of an Approval Meeting, is consistent with CSA disclosure requirements. TSX believes that aligning the disclosure requirements set forth in Section 613(d) with those of the CSA will reduce inconsistent disclosure provided by listed issuers.
          General Comments Received
          Summarized Comments Received TSX Response
          One commenter was supportive of largely retaining the existing disclosure requirements for Plans in lieu of publicly posting the Plans themselves.

          The commenter was supportive of most of the aspects of the proposed revisions relating to disclosure of outstanding awards. However, the commenter suggested that, for fixed plan arrangements, disclosing the percentage that the fixed number is of the existing total outstanding is of no value, as the total outstanding will include securities that were issued historically under security based compensation plans and are now part of the outstanding securities. The commenter was of the view that the most relevant disclosure in this regard is that which is proposed for items ii and iii in subsection (d). (Blakes)
          TSX thanks the commenter for its comments.

          TSX believes that the requirement under Section 613(d)(ii) item i to disclose the maximum number of securities issuable under each arrangement expressed as a fixed number together with the percentage this number presents relative to the number of issued and outstanding securities of the listed issuer is relevant disclosure. TSX also believes that investors prefer to see such number expressed as a percentage.
          One commenter was of the view that the information required under Sections 613(d)(x) and (xi) concerning award vesting and term should apply to all Plans (and not just options) because the information is integral to evaluating the merits of any Plans. (CCGG) TSX thanks the commenter for its input.

          TSX believes that most issuers currently disclose vesting and terms for plans other than stock option plans however, for clarity, TSX has amended Sections 613(d)(x) and (xi) so that the disclosure requirements set forth therein apply to all Plans and are not limited to stock option plans.
          Two commenters agreed with the elimination of the Form 15 proposed in the May RFC. (CFA, and ISS)
          One such commenter was of the view that, even with the elimination of Form 15, the disclosure provided for Plans would remain undiminished. (ISS)
          TSX thanks these commenters for their input.

        • Appendix B Blackline of Amendments

          PART IV AMENDMENTS

          Sec. 461.3.

          […]

          If an issuer adopts a Policy to satisfy the Majority Voting Requirement, it must post a copy of the Policy on its website in accordance with Section 473.

          […]

          Website Disclosure of Security Holder Information

          473. Listed issuers, other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers, must maintain a publicly accessible website and post the current, effective versions of the following documents (or their equivalent), as applicable:

          (a) articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer and its by-laws; and
          (b) if adopted, copies of
          (i) majority voting policy,
          (ii) advance notice policy,
          (iii) position descriptions for the chairman of the board, and the lead director, and key officers,
          (iv) board mandate, and
          (v) board committee charters.

          The webpage(s) containing the above noted documents should be easily identifiable and accessible from the listed issuer's home page or investor relations page. If a listed issuer's website is shared with other issuers, each listed issuer should have a separate, dedicated webpage on the website for the purposes of complying with Section 473. For greater certainty, if any document required to be made accessible pursuant to Section 473 is contained within or forms part of a larger document, a listed issuer may satisfy the requirements of Section 473 by posting the current, effective version of such larger document.

          […]

          PART VI AMENDMENTS

          Sec. 613.

          […]

          Disclosure Required when Seeking Security Holder Approval & Annually

          (d) Materials provided to security holders in respect of a meeting at which the approval of security based compensation arrangements will be requested must be pre-cleared with TSX. Meeting materials must provide the following disclosure in respect of:

          (i) the eligible participants under each arrangement;
          (ii) each of the following, as applicable:
          i. Plan Maximum — the maximum number of securities issuable under each arrangement expressed as a fixed number (together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer) or fixed percentage of the number of issued and outstanding securities of the listed issuer,
          ii. Outstanding Securities Awarded — the number of outstanding securities awarded under each arrangement, together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer, and
          iii. Remaining Securities Available for Grant — the number of securities under each arrangement that are available for grant, together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer;
          (iii) the annual burn rate of each arrangement, as calculated in accordance with Section 613(p);
          (iv) the maximum percentage, if any, of securities under each arrangement available to insiders of the listed issuer;
          (v) the maximum number of securities, if any, any one person or company is entitled to receive under each arrangement and the percentage of the listed issuer's currently outstanding capital represented by these securities;
          (vi) subject to Section 613(h)(i), the method of determining the exercise price for securities under each arrangement;
          (vii) the method of determining the purchase price for securities under security purchase arrangements, with specific disclosure as to whether the purchase price could be below the market price of the securities;
          (viii) the formula for calculating market appreciation of stock appreciation rights;
          (ix) the ability for the listed issuer to transform a stock option into a stock appreciation right involving an issuance of securities from treasury;
          (x) the vesting of stock optionsthe securities issuable under the Plan;
          (xi) the term of stock optionsthe securities issuable under the Plan;
          (xii) the causes of cessation of entitlement under each arrangement, including the effect of an employee's termination for or without cause;
          (xiii) the assignability of benefits under each arrangement and the conditions for such assignability;
          (xiv) the procedure for amending each arrangement, including specific disclosure as to whether security holder approval is required for amendments;
          (xv) any financial assistance provided by the listed issuer to participants under each arrangement to facilitate the purchase of securities under the arrangement, including the terms of such assistance;
          (xvi) entitlements under each arrangement previously granted but subject to ratification by security holders; and
          (xvii) such other material information as may be reasonably required by a security holder to approve each arrangement.

          Should a security based compensation arrangement not provide for the procedure for amending the arrangement, security holder approval will be required for such amendments, as provided for in Subsections 613(a) and (i). In addition, the votes attaching to any securities held by insiders who hold securities subject to the amendment will be excluded. Please see Subsection 613(l) for more information.

          Other than the disclosure regarding the annual burn rate under Section 613(d)(iii), the disclosure required by this Section 613(d) should be presented as at (a) the end of the listed issuer's most recently completed fiscal year, in the case of an annual security holder meeting, and (b) the date of the meeting materials, in the case of any security holder meeting (other than an annual meeting) where security holder approval is being sought in connection with a security based compensation arrangement matter.

          […]

          C. Security Based Compensation Arrangements

          Requirement for Security Holder Approval

          Sec. 613.

          […]

          Annual Disclosure Requirements

          (g) Listed issuers must disclose on an annual basis, in their information circulars, or other annual disclosure document distributed to all security holders, the terms of their security based compensation arrangements and any amendments that were adopted in the last fiscal year (this includes amendments to individual security agreements and amendments to security based compensation arrangements, including, in both instances, those assumed or created by the listed issuer as part of an acquisition). The information circular must provide disclosure in respect of each of the items in Section 613(d), as at the end of the listed issuer's most recently completed fiscal year (other than the disclosure regarding the annual burn rate under Section 613(d)(iii)), as well as the nature of the amendments adopted in the last fiscal year, including whether or not (and if not, why not) security holder approval was obtained for the amendment.

          […]

          Burn Rate

          (p) Annual burn rate disclosure may be omitted for the first fiscal year of newly adopted arrangements, but must be included for new arrangements adopted in replacement of similar arrangements.

          For purposes of the disclosure required under Section 613(d)(iii), the annual burn rate of the arrangement must be calculated as follows and expressed as a percentage:

          Number of securities1 granted under the arrangement during the applicable fiscal year
          --------------------------------------------------------------------------------------------------------------------------
          Weighted average number of securities outstanding2 for the applicable fiscal year

          If the securities awarded include a multiplier, listed issuers are required to provide details in respect to such multiplier.

          For any security holder meeting where security holder approval will be sought for a security based compensation arrangement matter, listedListed issuers are required to disclose the annual burn rate for each of the listed issuer's three most recently completed fiscal years for the relevant arrangement. Where the arrangement has not existed for three fiscal years (including predecessor arrangements which were similar) or was approved by security holders within the last three fiscal years, listed issuers should disclose the annual burn rate for each of the listed issuer's fiscal years completed since adoption or the most recent security holder approval.

          For annual security holder meetings where security holder approval will not be sought for a security based compensation arrangement matter, listed issuers are required to disclose the annual burn rate for the listed issuer's most recently completed fiscal year.

          […]

          PART XI AMENDMENTS

          Part XI Requirements Applicable to Non-Corporate Issuers

          This section sets out the requirements that are specifically applicable to Non-Corporate Issuers.

          In addition to the specific requirements outlined in this Part XI, Non-Corporate Issuers must also comply with the following sections of the Manual:

          Part IV—MAINTAINING A LISTING

          All Sections, other than Shareholders' Meeting and Proxy Solicitation (Sections 455–465) and Website Disclosure of Security Holder Information (Section 473).

          […]


          1 Securities awarded under an arrangement include, but are not limited to, options, performance stock units, deferred stock units, restricted stock units or other similar awards.

          2 The weighted average number of securities outstanding during the period is the number of securities outstanding at the beginning of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting factor. The time-weighting factor is the number of days that the securities are outstanding as a proportion of the total number of days in the period; a reasonable approximation of the weighted average is adequate in many circumstances. The weighted average number of securities outstanding is to be calculated in accordance with the CPA Canada Handbook, as such may be amended or superseded from time to time.

        • Appendix C Blackline of Final Amendments

          PART IV AMENDMENTS

          Sec. 461.3.

          […]

          If an issuer adopts a Policy to satisfy the Majority Voting Requirement, it must fully describepost a copy of the Policy on an annual basis, in its materials sent to holders of listed securities in connection with a meeting at which directors are being elected.its website in accordance with Section 473.

          […]

          Website Disclosure of Security Holder Information

          473. Listed issuers, other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers, must maintain a publicly accessible website and post the current, effective versions of the following documents (or their equivalent), as applicable:

          (a) articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer and its by-laws; and
          (b) if adopted, copies of
          (i) majority voting policy,
          (ii) advance notice policy,
          (iii) position descriptions for the chairman of the board, and the lead director,
          (iv) board mandate, and
          (v) board committee charters.

          The webpage(s) containing the above noted documents should be easily identifiable and accessible from the listed issuer's home page or investor relations page. If a listed issuer's website is shared with other issuers, each listed issuer should have a separate, dedicated webpage on the website for the purposes of complying with Section 473. For greater certainty, if any document required to be made accessible pursuant to Section 473 is contained within or forms part of a larger document, a listed issuer may satisfy the requirements of Section 473 by posting the current, effective version of such larger document.

          […]

          PART VI AMENDMENTS

          Sec. 613.

          […]

          Disclosure Required when Seeking Security Holder Approval & Annually

          (d) Materials provided to security holders in respect of a meeting at which the approval of security based compensation arrangements will be requested must be pre-cleared with TSX. SuchMeeting materials must provide the following disclosure, as of the date of the materials, in respect of:

          (i) the eligible participants under theeach arrangement;
          (ii) each of the following, as applicable:
          i. for plans with a fixedPlan Maximum — the maximum number of securities issuable (A) the total number of securities issued and securities issuable under each arrangement and (B) this totalexpressed as a fixed number (together with the percentage of this number represents relative to the number of issued and outstanding securities of the listed issuer's securities currently outstanding) or fixed percentage of the number of issued and outstanding securities of the listed issuer,
          ii. for plans with a fixed maximum percentage of securities issuable, the total number of securities issued and securities issuable under each arrangement as a percentage of the number of the listed issuer's securities currently outstandingOutstanding Securities Awarded — the number of outstanding securities awarded under each arrangement, together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer, and
          iii. Remaining Securities Available for Grant — the total number of securities issuable under actual grants or awards made and this total as a percentage ofunder each arrangement that are available for grant, together with the percentage this number represents relative to the number of issued and outstanding securities of the listed issuer's securities currently outstanding;
          (iii) the annual burn rate of each arrangement, as calculated in accordance with Section 613(p);
          (iv) (iii) the maximum percentage, if any, of securities under each arrangement available to insiders of the listed issuer;
          (v) (iv) the maximum number of securities, if any, any one person or company is entitled to receive under each arrangement and the percentage of the listed issuer's currently outstanding capital represented by these securities;
          (vi) (v) subject to Section 613(h)(i), the method of determining the exercise price for securities under each arrangement;
          (vii) (vi) the method of determining the purchase price for securities under security purchase arrangements, with specific disclosure as to whether the purchase price could be below the market price of the securities;
          (viii) (vii) the formula for calculating market appreciation of stock appreciation rights;
          (ix) (viii) the ability for the listed issuer to transform a stock option into a stock appreciation right involving an issuance of securities from treasury;
          (x) (ix) the vesting of stock optionsthe securities issuable under the Plan;
          (xi) (x) the term of stock optionsthe securities issuable under the Plan;
          (xii) (xi) the causes of cessation of entitlement under each arrangement, including the effect of an employee's termination for or without cause;
          (xiii) (xii) the assignability of security based compensation arrangements benefits under each arrangement and the conditions for such assignability;
          (xiv) (xiii) the procedure for amending each arrangement, including specific disclosure as to whether security holder approval is required for amendments;
          (xv) (xiv) any financial assistance provided by the listed issuer to participants under each arrangement to facilitate the purchase of securities under the arrangement, including the terms of such assistance;
          (xvi) (xv) entitlements under each arrangement previously granted but subject to ratification by security holders; and
          (xvii) (xvi) such other material information as may be reasonably required by a security holder to approve the arrangementseach arrangement.

          Should a security based compensation arrangement not provide for the procedure for amending the arrangement, security holder approval will be required for such amendments