At the time of previous financial crises, the TSX Venture Exchange (TSXV) granted blanket relief to listed issuers from its $0.05 per share minimum pricing requirement for various share issuances. In response to the COVID-19 pandemic, with many TSXV issuers trading at less than $0.05, the TSXV issued a Bulletin on April 8, 2020 providing important relief (Temporary Relief) from certain requirements of the TSXV Corporate Finance Manual. In particular, the Temporary Relief removes in the specific cases set out below the TSXV’s $0.05 minimum price for share issuances by issuers whose “Market Price” is $0.05 or less, subject to a new minimum of $0.01, until September 30, 2020.

By way of background, a number of TSXV Policies, including Policy 4.1 Private Placements, incorporate the concepts of “Market Price” and “Discounted Market Price”. The terms are defined in TSXV Policy 1.1 Interpretation; “Market Price” is the last closing price of an issuer’s shares prior to the issuance of a news release or filing with the TSXV of Form 4A – Price Reservation Form for a share issuance, while “Discounted Market Price” is “Market Price” less maximum permitted discounts (for example, 25% if the closing price is up to $0.50), but subject in all cases to a minimum price per share of $0.05. This reflects a long-standing, fundamental rule of the TSXV – the TSXV does not permit shares to be issued from treasury at less than $0.05, so as to prevent excessive dilution.
Continue Reading Shades of Crises Past – The TSX Venture Exchange Provides Temporary Relief from the $0.05 Minimum Pricing Requirement

Timely Disclosure recently reported on the CSA’s previously announced and published local blanket orders (Blanket Orders) that provide a 45-day extension for periodic filings normally required to be made by market participants between March 23, 2020 and June 1, 2020. On April 3, 2020, the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-360 (Staff Notice) which includes useful guidance for market participants wishing to avail themselves of the relief provided by the Blanket Orders.

The following is a summary of certain of the guidance in the Staff Notice. It is important for issuers to review the local Blanket Orders in their jurisdiction. Issuers who intend to rely on the exemptions in the Blanket Orders should consider their applicable corporate statute, stock exchange requirements and other obligations to provide disclosure materials, including financial statements under any existing contractual obligations, as well as the events of default, covenants and other terms of any contracts including debt instruments. Issuers should also review their ongoing corporate finance activities when considering reliance on the Blanket Orders.


Continue Reading CSA Provides Guidance on Previously Announced Blanket Orders in Response to COVID-19

On March 30, 2020, in connection with its state of emergency declared on March 17, 2020 (Declared Emergency), the Ontario government issued an order (Order) under the Emergency Management and Civil Protection Act (Ontario) to temporarily suspend and replace, among other things, certain provisions of the Business Corporations Act (Ontario) (

On March 26, 2020, Corporations Canada issued a notice (Notice) entitled “Annual meetings of federal corporations during the COVID-19 outbreak”.  The Notice acknowledges that hosting in-person annual meetings during the COVID-19 outbreak would contradict public health advice to practice physical distancing and self-isolation to prevent the spread of COVID-19, and outlines options for federal corporations to consider in order to remain compliant with the Canada Business Corporations Act (CBCA).


Continue Reading 2020 Annual Meetings – Notice from Corporations Canada

The Co-Directors of the U.S. Securities and Exchange Commission (SEC) Division of Enforcement recently issued a Public Statement emphasizing the importance of maintaining market integrity and following corporate controls and procedures in the context of the COVID-19 pandemic. According to them, in the current circumstances, corporate insiders are regularly learning new material non-public information that

On March 23, 2020, the Toronto Stock Exchange (TSX) issued Staff Notice 2020-0002 granting temporary blanket relief from certain provisions of the TSX Company Manual (Manual) and the TSX Venture Exchange (TSXV) issued a “Notice to Issuers” with similar temporary blanket relief, both in response to the

It is likely that a trend will emerge in the coming months of cancelled transactions leading to litigation as to whether the impact of the novel coronavirus (“COVID-19”) amounts to a “disaster” or a force majeure under various agreements. Standard underwriting agreements contain termination provisions, some of which may be triggered by COVID-19.

Fasken recently published two articles (on March 12 and March 13, 2020) relating to alternatives to in-person annual shareholders’ meetings in the context of the COVID-19 pandemic. In light of the rapidly evolving circumstances and the ongoing proxy season, we have detailed recent developments and trends in the area in order to provide a

COVID-19 or coronavirus: everybody thinks about it, reads about it and talks about it, and, yet, we still ignore the full impact it will have on the world. So far, the outbreak of the virus disrupted supply chains, closed stores and resulted in quarantines across the globe. On March 11, 2020, the World Health Organization

On March 18, 2020, the Canadian Securities Administrators (CSA) issued a news release to advise that they will be providing temporary relief from some regulatory filings including financial statements, management’s discussion and analysis, management reports of fund performance, annual information forms, technical reports (the Relief). The Relief will provide issuers, investment funds,