TMX Group Temporary Relief Measures for Issuers 


November 2008 - (Lang Michener Securities Alert)

Lang Michener Securities Alert
On November 3, 2008, the TSX Venture Exchange (TSX-V) announced that, between November 3, 2008 and March 29, 2009 (the Temporary Period), it will consider granting temporary relief from certain policy requirements on a case by case basis, to issuers who, due to the market environment, are facing financial hardship. The full text of the TSX-V bulletin is available at 

Relief from Tier Maintenance Requirements

During the Temporary Period the TSX-V will exercise discretion in the application of continued listing requirements and may, where an issuer has a viable business, determine that it will not downgrade or transfer an issuer to NEX. We expect applications for relief that will be entertained include those related to exploration expenditure requirements, maintenance of material properties, and working capital requirements. An example of a situation we believe the TSX-V will view favourably is an exploration company that has allowed its interest in a material property to lapse, but in the recent past has been active, and is currently unable to locate or finance a new property acquisition. We expect that issuers that have been dormant for some time will have greater difficulty in obtaining extensions. 

Capital Pool Companies

The TSX-V has also advised where a CPC is required to complete its qualifying transaction during the Temporary Period, it may apply to extend its completion date by six months. CPCs which have not completed a qualifying transaction may be delisted unless they obtain shareholder approval for a transfer of NEX. For this reason CPCs in that situation should consider applying for an extension at least two and a half to three months in advance of their deadline, in order to provide sufficient time in which to obtain shareholder approval should an extension not be granted. Currently we cannot foresee circumstances in which an extension may be refused so long as the CPC is making bona fide attempts to comply with all other TSX-V requirements. CPCs that received an extension of time prior to November 3, 2008 may not be covered by the relief measures, but we expect will be treated favourably where efforts to complete the qualifying transaction are continuing. 

Pricing Relief
The TSX-V has advised that during the Temporary Period it will permit private placements at less than $0.05 per share, and permit warrants to be priced at $0.05 per share, subject to certain conditions. This will assist companies obtain necessary working capital. 

TSX Temporary Relief Measures for Issuers

On November 3, 2008, the Toronto Stock Exchange (TSX) granted temporary relief in respect of Normal Course Issuer Bids (NCIB's) and the Remedial Review Process. The relief measures will be in effect from November 3, 2008 and March 31, 2009 (the Effective Period). During the Effective Period, the volume of purchases condition for NCIB's has been modified so as not to exceed 50% of the average daily trading volume (ADTV) instead of 25% of ADTV. Additionally, the TSX has increased the time it will provide issuers to remedy deficiencies that triggered a delisting review under the Remedial Review Process, to 210 days from 120 days. 

This is only a brief summary of the temporary relief measures and is not, nor should it be construed as, legal advice. You should contact your legal advisors directly for more information about the temporary relief measures.