TSX Provides Guidance On Financial Hardship Exemption To Securityholder Approvals

The Toronto Stock Exchange (the "TSX" or the "Exchange") has released guidance on the use of the "financial hardship exemption" to avoid securityholder approval requirements for certain transactions.

The Exchange's rules generally require securityholder approval of certain transactions, including issuances of securities that (i) materially affect control of the issuer, (ii) provide consideration to insiders of 10% or more of the issuer's market capitalization, (iii) offer pricing at a greater discount than the limits prescribed by the Exchange, and (iv) involve an issuance, at a discount to market, of more than 25% of the issuer's outstanding securities. As described in our update entitled "TSX Rule Change Proposed to Require Acquiror Shareholder Approval in Certain Public M&A Transactions" dated April 13, 2009, it is proposed that securityholder approval will be required in a greater number of public M&A transactions.