TSX-V Extends Relief Measures From Certain Pricing Requirements For Private Placements


On April 12, 2013, the TSX Venture Exchange (“TSX-V”) extended to August 31, 2013, temporary relief from certain pricing requirements related to private placement financings that were originally granted on August 17, 2012, and extended and modified on December 12, 2012.

The temporary relief measures (the “Relief Measures”) are:

(a) allowing a share/unit offering with an offering price below $0.05 (the “Offering Price Relief Measure”);

(b) allowing a debenture offering with a debenture conversion price below $0.10 (the “Conversion Price Relief Measure”);

(c) allowing offerings involving a warrant with an exercise price below $0.10 (the “Exercise Price Relief Measure”); and

(d) with respect to the Offering Price Relief Measure and the Conversion Price Relief Measure, up to $50,000 of the gross proceeds raised by an issuer in reliance upon these Relief Measures can be used for general working capital purposes and is not subject to the “Maintain/Preserve Existing Business” or “No Payments to Related Parties” conditions.

The TSX-V also added the following temporary relief measures that are also in effect until August 31, 2013:

(a) with respect to the Offering Price Relief Measure and the Conversion Price Relief Measure, the TSX-V is modifying the 75% arm’s length requirement to allow up to an aggregate of $200,000 to be raised from related parties of the issuer without any arm’s length component to the private placement being required;

(b) with respect to the Exercise Price Relief Measure, the TSX-V is removing the 75% arm’s length requirement; and

(c) the TSX-V is clarifying that Capital Pool Companies, including those listed on NEX, are not permitted to rely upon the Relief Measures.

Specifics of the requirements and conditions associated with the use of the Relief Measures are detailed in the Corporate Finance Bulletin and Notice to Issuers.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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