Special Purpose Acquisition Corporations
The Toronto Stock Exchange (the "TSX") has adopted
rules (the "SPAC Rules") permitting the listing of
special purpose acquisition corporations ("SPACs") on the
TSX. The SPAC Rules are contained in Part X of the TSX Company
Manual.
This memorandum is intended to provide the reader with a brief
overview of the SPAC Rules and is not intended to be a fulsome
discussion thereof. For questions of a specific nature, please
contact Fraser Milner Casgrain LLP as indicated below.
General Overview
The SPAC Rules provide a two-stage going public process wherein
a publicly-traded shell company acquires an operating business. The
process is comprised of an initial public offering
("IPO") of the SPAC's securities followed by the
completion of a qualifying acquisition. In this regard, SPACs are
similar to the TSX Venture Exchange's capital pool companies
("CPCs"). The SPAC Rules differ, though, from the CPC
Rules and contain more
