TSX Announces Proposed Changes To Rules On Acquisitions And Reverse Takeovers

The Toronto Stock Exchange ("TSX") has announced proposed changes to the TSX Company Manual (the "Manual") to allow for the adoption of certain security-based compensation arrangements in connection with acquisitions without obtaining security holder approval, and to clarify the circumstances in which listed issuers will need to meet original listing requirements in the context of reverse takeovers, also known as "backdoor listings". The proposed amendments have been published for a 45-day comment period which expires on January 13, 2014.

Compensation Arrangements Adopted in Connection with Acquisitions

The proposed amendments to the Manual will allow listed issuers to adopt a security-based compensation arrangement for employees of a target issuer in the context of an acquisition, without obtaining security holder approval, provided that the number of securities of the listed issuer issuable under the compensation arrangement and the acquisition does not exceed 2%