On May 10, 2018, the Toronto Stock Exchange (TSX) issued TSX Staff Notice 2018-003 providing
guidance on pricing prospectus offerings and private placements
where there has been recent disclosure of material information.
The TSX generally requires private placements and prospectus
offerings to be priced at "market price" less an
allowable discount. The TSX defines "market price" as the
five day volume-weighted average trading price of the securities on
the TSX immediately preceding the relevant date. In its recent
guidance, the TSX noted there may be circumstances where the five
day volume-weighted average trading price is not appropriate
– particularly where it would include trading days both
before and after material information is disseminated. Accordingly,
the TSX will generally expect market price to be calculated based
on five clear trading days after any material information
is released.