TSX Venture Exchange (the “Exchange”) announced on April 8, 2020 that it is providing notice of further measures in response to the COVID-19 pandemic. Given the current extraordinary ongoing situation, the Exchange will provide temporary relief (the “Temporary Relief”) from certain requirements of the Exchange’s Corporate Finance Manual (the “Manual”) as described in more detail below.
Minimum Price
The minimum price at which Listed Shares may be issued is revised from $0.05 to $0.01 in certain circumstances:
- If the Market Price of an Issuer’s Listed Shares is not greater than $0.05, the minimum price at which that Issuer may issue its Listed Shares is equal to that Market Price, subject to a minimum price of $0.01.
- If the Market Price of an Issuer’s Listed Shares is greater than $0.05, the minimum price at which that Issuer may issue its Listed Shares remains equal to the Market Price less the existing allowable maximum discounts based on closing price, subject to a minimum price of $0.05.
Private Placement Financings
Under Policy 4.1 – Private Placements of the Manual (“Policy 4.1”), the offering price for a financing involving the issuance of Listed Shares must not be less than the applicable Discounted Market Price, which includes a minimum price of $0.05. Under the Temporary Relief, the minimum offering price is revised from $0.05 to $0.01 in certain circumstances where the Market Price of an Issuer’s Listed Shares is not greater than $0.05.
Shares for Debt
Under Policy 4.3 – Shares for Debt of the Manual (“Policy 4.3”), the minimum deemed price at which debt may be converted into Listed Shares must not be less than the applicable Discounted Market Price, which includes a minimum price of $0.05. Under the Temporary Relief, the minimum deemed price at which debt may be converted into Listed Shares is revised from $0.05 to $0.01 in certain circumstances where the Market Price of an Issuer’s Listed Shares is not greater than $0.05.
Bonus Shares and Warrants
Under Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions of the Manual (“Policy 5.1”), the calculation of the number of Listed Shares and Warrants that may be issued as a bonus for a loan or guarantee is calculated using the Market Price, which includes a minimum of $0.05. Under the Temporary Relief, that minimum is revised from $0.05 to $0.01 in certain circumstances where the Market Price of an Issuer’s Listed Shares is not greater than $0.05.
NEX Policy
Under the NEX Policy (“NEX Policy”), all share issuances are subject to the same price protection mechanisms and pricing policies as would apply to such transactions on the Exchange, including the minimum issuance price of $0.05 for shares. Under the Temporary Relief, that minimum issuance price for any financings and shares for debt transactions is revised from $0.05 to $0.01 in certain circumstances where the Market Price of an Issuer’s Listed Shares is not greater than $0.05.
The Temporary Relief will be in effect and apply to Listed Shares that are issued on or before September 30, 2020.
For more details on the Temporary Relief please see: https://www.tsx.com/resource/en/2264/
For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601 -1004.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
