TSXV Announces Update on Discretionary Waivers of $0.05 Minimum Pricing Requirement
On November 17, 2014, the TSXV advised that the guidance provided in its bulletin of April 7, 2014 (the “April Bulletin“) remains relevant, and that the TSXV remains open to considering discretionary waivers of the $0.05 minimum pricing requirement in the circumstances described in the April Bulletin. The TSXV may cease to be amenable to considering such waivers at any time. As such, prior to making a waiver application, an issuer should contact the TSXV to confirm that it remains open to considering such waivers.
The circumstances described in the April Bulletin are summarized as follows:
1. Rights Offering – The TSXV will generally be amenable to waiving the $0.05 minimum pricing rule for a rights offering completed in accordance with its policies, subject to a minimum exercise price of $0.01 per share.
2. Pending Share Consolidation – The TSXV may be amenable to allowing a financing at a price below $0.05 per share prior to the completion of a pending share consolidation in certain circumstances listed in the April Bulletin.
3. Other Discretionary Waivers – The TSXV may be amenable to waiving the minimum pricing requirement in circumstances other than those described above, on a case by case basis. A waiver request satisfying all of the following criteria will be looked upon more favourably than one that does not:
(a) To the extent an issuer is able to rely upon the new “existing shareholder exemption” or an analogous exemption, the offering is made available to all of the issuer’s existing shareholders.
(b) The issuer is not listed on the NEX Board.
(c) Upon completion of the financing the issuer will satisfy all applicable Tier 2 Continued Listing Requirements or will otherwise be suitable for Tier 2 status.
(d) The offering price is reserved by way of a press release and is not less than the last closing price of the issuer’s shares prior to the announcement of the financing, subject to a $0.01 minimum.
(e) The financing involves the issuance of listed shares and not securities convertible into listed shares other than warrants, which warrants may not be exercisable for less than $0.05.
(f) The aggregate gross proceeds does not exceed the greater of $500,000 and an amount that is equal to the offering price multiplied by the number of pre-financing issued and outstanding shares.
(g) The proceeds will primarily be used to maintain or preserve the issuer’s existing operations, activities and assets and will not primarily be used to pay management fees.
(h) The issuer will fully disclose the proposed use of proceeds at the time of announcement of the financing and at the time of closing, including any proposed payments to related parties.
The full text of the April Bulletin is available here.