5/3/2014 tmx.complinet.com/en/display/display_plain.html?

rbid=2072&element_id=274&record_id=852&print=1
http://tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1 1/5
Print
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 PlacementExpedited 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
5/3/2014 tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1
http://tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1 2/5
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 PlacementRegular 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.
5/3/2014 tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1
http://tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1 3/5
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
5/3/2014 tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1
http://tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1 4/5
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; 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.
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.
5/3/2014 tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1
http://tmx.complinet.com/en/display/display_plain.html?rbid=2072&element_id=274&record_id=852&print=1 5/5
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.