Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Corporate Finance

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Alberta Securities Commission to Introduce Participation Fee Model for Reporting Issuers

Posted in Capital Markets, Corporate Finance, Securities
On December 1, 2016, the Alberta Securities Commission (ASC) will be replacing the current fee rule in Alberta with ASC Rule 13-501 Fees (ASC Rule 13-501) which will increase registrant and capital market activity fees, and for the first time in Alberta, will introduce a participation fee model. Any issuers that are currently a reporting… Continue Reading

Canadian Securities Administrators Implement Harmonized Report of Exempt Distribution

Posted in BCSC, Corporate Finance, CSA, Exempt Offering/Private Placement, Investment Funds and Structured Products, OSC, Securities Regulatory Authorities
On April 7, 2016, the Canadian Securities Administrators (CSA) published amendments (Amendments) to the reporting requirements in National Instrument 45-106 Prospectus Exemptions (NI 45-106).  The amendments were previously published for public comment on August 13, 2015.  Concurrently, the CSA published CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under… Continue Reading

Righting a Wrong: Canadian Regulators Improve the Rights Offering Regime

Posted in Capital Markets, Corporate Finance, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
The various Canadian regulatory authorities recently overhauled how prospectus exempt rights offerings are to be conducted going forward, including allowing for larger financings to be completed in a shorter time frame with less extensive offering documents. As a result of these amendments (Amendments) which came into force on December 8, 2015, reporting issuers in Canada… Continue Reading

New Investment Dealer Prospectus Exemption Suitable for Retail Investors

Posted in Capital Markets, Corporate Finance, CSA, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
Retail investors in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick (Participating Jurisdictions) now have a new option by which they can participate in private placements. The securities regulators in the Participating Jurisdictions have adopted a prospectus exemption (Exemption) that allows issuers listed on a Canadian exchange to raise money by distributing securities to retail… Continue Reading

Alberta and Nunavut Propose Exemption for Start-Up Companies

Posted in Corporate Finance, Mergers and Acquisitions, Securities
On October 19 2015, the Alberta Securities Commission and the Nunavut Securities Office jointly published for comment Proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-up Businesses (Proposed Exemption). The Proposed Exemption is directed principally at small and early-stage non-reporting issuers and is designed to allow them to raise a defined amount of money in a cost… Continue Reading

OSC Introduces Offering Memorandum Prospectus Exemption

Posted in Corporate Finance, CSA, Mergers and Acquisitions, Securities, Securities Regulatory Authorities
In March 2014, certain members of the Canadian Securities Administrators proposed amendments to National Instrument 45-106 Prospectus Exemptions (NI 45-106) with the aim of allowing business enterprises, with a focus on small and medium size enterprises, to benefit from greater access to capital from investors. On October 29, 2015, the securities authorities in Alberta, New Brunswick,… Continue Reading

Ontario Business Law Panel releases report recommending changes to key corporate and commercial legislation

Posted in Capital Markets, Corporate Finance, Corporate Governance, Directors and Officers, Securities Registration and Compliance
In June 2015, a 13-member panel created by the Minister of Government and Consumer Services (Ontario), known as the Business Law Agenda Stakeholder Panel, released “Business Law Agenda: Priority Findings & Recommendations Report”. The panel reviewed corporate and commercial statutes in Ontario and made recommendations encompassing five key themes: establishing a process to keep corporate… Continue Reading

New Proposed Prospectus Exemption for Retail Investors

Posted in Capital Markets, Corporate Finance, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
On April 16, 2015, the securities regulators in British Columbia, New Brunswick and Saskatchewan published for comment Multilateral CSA Notice 45-315 – Proposed Prospectus Exemption for Certain Distributions through an Investment Dealer whereby the regulators proposed a new prospectus exemption that, if approved, would greatly increase the potential private placement investor base for a listed… Continue Reading

Amendments to the TSX Company Manual to Reflect Trends Towards Dematerialization of Physical Evidence of Security Ownership

Posted in Capital Markets, Corporate Finance, Mergers and Acquisitions, Stock Exchanges, TSX, TSXV
On May 21, 2015, the TSX announced one set of amendments and one request for comment on proposed amendments to the TSX Company Manual (Manual), both respecting physical certificate requirements for securities. The amendments should not have a noticeable impact for many listed issuers or industry participants, but they do highlight a few trends to… Continue Reading

Certain Canadian Securities Regulators to Adopt Start-Up Crowdfunding Exemptions

Posted in Corporate Finance, Crowdfunding, CSA, Public Offering and Exemptions, Securities Regulatory Authorities
In recent years, crowdfunding has proven an exceptionally popular and efficient means by which individuals and companies make use of the internet to attract investors for a variety of purposes. The traditional model generally involves a large number of individuals contributing small sums of money to finance specific ideas or projects. Increasingly, however, equity crowdfunding… Continue Reading

Equity Crowdfunding Rules Expected in Summer 2015

Posted in Corporate Finance, Crowdfunding, OSC, Securities Regulatory Authorities
In a release issued today, the Ontario Securities Commission advised that the participating jurisdictions of the Canadian Securities Administrators are still reviewing the comments received on a proposed crowdfunding regime and an offering memorandum prospectus exemption.   In its release, the OSC stated that its goal is to publish proposed rules regarding these matters either in final… Continue Reading

IIROC Publishes Guidance to Underwriters in respect of Due Diligence for Public Offerings

Posted in Corporate Finance, IIROC, Securities Regulatory Authorities
Background On December 18, 2014, the Investment Industry Regulatory Organization of Canada (IIROC) published its final guidance note outlining common due diligence practices and suggestions for IIROC dealer members (Dealer Members) in underwritten public offerings of securities.  The guidance note follows IIROC’s March 6, 2014 proposed guidance and a three month public comment period. The… Continue Reading

TSXV Revises Definition of Tier 1 Property

Posted in Continuous Disclosure, Corporate Finance, Mineral Projects, Mining, Stock Exchanges, TSXV
On May 6, 2014, the TSX Venture Exchange (TSXV) amended the definition of “Tier 1 Property” contained in Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual (TSXV Manual). The TSXV views its Tier 1 as its premier tier reserved for its most advanced issuers with the most significant financial resources.  As such, the… Continue Reading

Discretionary Waivers of TSX-V $0.05 Minimum Pricing Requirement

Posted in Corporate Finance, Securities
On April 7, 2014 the TSX Venture Exchange (TSX-V) published a bulletin entitled Discretionary Waivers of $0.05 Minimum Pricing Requirement, which provides issuers listed on the TSX-V with guidance on the circumstances in which the TSX-V will look more favourably upon an issuer’s request to waive the $0.05 minimum pricing requirement.  Generally, the TSX-V is… Continue Reading

Private Placements – Temporary Relief from Certain Pricing Requirements

Posted in Exempt Offering/Private Placement, TSXV
On August 17, 2012 the TSXV published a bulletin entitled Private Placements – Temporary Relief from Certain Pricing Requirements, which provided, on a temporary basis and subject to compliance with the bulletin, the granting of relief to TSXV issuers from certain existing pricing requirements related to private placement financings. These temporary measures were effective as… Continue Reading

Private Placements – Temporary Relief from Certain Pricing Requirements

Posted in Exempt Offering/Private Placement, TSXV
On August 17, 2012 the TSXV published a bulletin entitled Private Placements – Temporary Relief from Certain Pricing Requirements, which provided, on a temporary basis and subject to compliance with the bulletin, the granting of relief to TSXV issuers from certain existing pricing requirements related to private placement financings. These temporary measures were effective as… Continue Reading