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TSX publishes amendments to TSX Company Manual in relation to director election requirements

Posted by: · February 13th, 2014

The Toronto Stock Exchange (“TSX”) has published amendments to the TSX Company Manual in relation to director elections (the “Amendments”). Visit the TSX website to view the Notice of Approval of the Amendments. The Amendments require each director of a TSX listed issuer, other than a listed issuer that is majority controlled (as defined in the Amendments), to be elected by a majority of the votes cast with respect to…

Lapsing of TSXV Temporary Relief Measures

Posted by: · August 15th, 2013

The TSX Venture Exchange (the “TSXV”) issued a bulletin on August 7, 2013 notifying issuers of the lapse of certain temporary relief measures to pricing requirements, anticipated policy amendments relating to minimum pricing of offerings and the rescission of deal structure and founder share guidelines. Please see our post on the bulletin issued by the TSXV introducing the temporary relief measures in August 2012, and our post on the TSXV’s extension…

TSX Issues Staff Notice in Respect of Director Election Requirements

Posted by: · July 22nd, 2013

The Toronto Stock Exchange (“TSX”) released a Staff Notice on July 10, 2013 providing guidance in respect of the director election requirements (the “Requirements”) in sections 461.1 to 461.4 of the TSX Company Manual (the “Manual”) which came into force on December 31, 2012. Please see our original post on the amendments. The Staff Notice provides guidance regarding: the application of the Requirements to Interlisted International Issuers applying to list on the TSX;…

Notice and Access System Introduced in Canada

Posted by: · March 15th, 2013

The British Columbia Securities Commission (in conjunction with the Canadian Securities Association) recently announced the adoption of amendments to 51-102 (Continuous Disclosure Obligations) and NI-54-101 (Communication with Beneficial Owners of Securities of a Reporting Issuer) and their respective companion policies (the “Amendments”). The Amendments introduce a notice-and-access system as an optional method to allow the electronic delivery of proxy-related materials. The notice-and-access system is intended to make communications easier and more cost-effective,…

Advance Notice Policies – Defence Against the AGM Ambush

Posted by: · February 27th, 2013

In Northern Minerals Investment Corp. v. Mundoro Capital Inc. (2012 BCSC 1090), the British Columbia Supreme court has affirmed the ability of company directors in British Columbia to institute an “Advance Notice Policy”, which requires that a company be notified in advance of any director nominees who are put forward for election at the company’s annual general meeting (“AGM”). Instituting an Advance Notice Policy before an AGM is the best…


This blog discusses issues relevant to mining exploration and development companies carrying on business in Canada and around the world. Topics include acquiring and developing mineral projects, organizing and financing resource companies and mergers and acquisitions.

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