By way of Bulletin/Notice to Issuers dated August 17, 2012 (the “Original Bulletin“), TSX Venture Exchange (“TSXV“) implemented, on a temporary basis, relief from certain existing pricing requirements related to Private Placement financings. The three temporary measures (the “Relief Measures“) are as follows:
- Allowing a share/unit offering with an offering price below $0.05.
- Allowing a debenture offering with a debenture conversion price below $0.10.
- Allowing offerings involving a warrant with an exercise price below $0.10.
The TSXV has now extended the Relief Measures to April 30, 2013. To be able to take advantage of the Relief Measures, the Issuer must demonstrate to the satisfaction of TSXV that it is subject to immediate or imminent financial hardship and that it does not have the time or resources to complete a share consolidation prior to closing the Private Placement. The Issuer must also provide the TSXV with a substantial amount of information about how the hardship occurred, what alternatives the issuer has considered, a detailed use of proceeds, and other information the TSXV may request.
The bulletin that sets out the TSXV requirements for the use of the Relief Measures is dated December 12, 2012.
If you have questions about the Relief Measures, contact any member of Clark Wilson LLP’s Corporate Finance & Securities Law Group.