TSX Provides Disclosure Guidance For Transactions Requiring Security Holder Approval

On September 28, the TSX issued guidance regarding the disclosure to be included in a circular, form of written consent or press release for transactions requiring securityholder approval, such as private placements and acquisitions that result in more than 25% dilution, as well as those not involving the issuance of securities but which require security holder approval on account of the involvement of insiders or related parties for non-exempt issuers.

According to the guidance, disclosure should include such information as (i) the principle terms of the transaction and the securities issuable; (ii) the value of the consideration and a summary of the independent report, where security holder approval is required; (iii) the maximum number of securities issuable under the transaction as an absolute number and as a percentage of the listed issuer's outstanding number of pre-transaction securities on a non-diluted basis; (iv) the effect the transaction may have on the