Recent Amendments To TSX Company Manual

The Toronto Stock Exchange (TSX) has adopted – and the Ontario Securities Commission has approved – public interest rule amendments to the TSX Company Manual (Manual), which (i) provide an expanded exemption to security holder approval requirements for certain security-based compensation arrangements adopted in the context of an acquisition and (ii) broaden the scope of transactions that may be considered "backdoor listings."

These amendments were originally published by the TSX for public comment on November 28, 2013 and came into effect on October 1, 2014 for all TSX-listed issuers (listed issuers).

SECURITY-BASED COMPENSATION ARRANGEMENTS IN THE CONTEXT OF AN ACQUISITION

The Manual provides that, subject to limited exceptions, any security-based compensation arrangement (Arrangement) adopted by a listed issuer must be approved by its security holders. One exception provides that, in the case of an acquisition by a listed issuer of a target issuer, the listed