As recently announced in a Corporate Finance Bulletin and Notice to
Issuers (the "Bulletin"), the TSX Venture Exchange
("TSX-V") has extended until April 30, 2013 three
temporary measures (the "Relief Measures") designed to
provide relief to issuers from certain pricing requirements
relating to private placement financings. The Relief Measures,
originally implemented in August 2012, are as follows:
1) Allowing a share/unit offering with an offering price below
$0.05.
2) Allowing a debenture offering with a debenture conversion
price below $0.10.
3) Allowing offerings involving a warrant with an exercise price
below $0.10.
In order to rely on the Relief Measures, an issuer must
demonstrate that it is subject to immediate or imminent financial
hardship and that it does not have the time or resources to
undertake a share consolidation before closing the financing. In
addition, the principal use of proceeds of the financing must be to
maintain or preserve the