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TSX Adopts Amendments Relating to Security Based Compensation Arrangements and Backdoor Listings

Posted by: · October 1st, 2014

Further to our article dated December 20, 2013 entitled TSX publishes proposed amendments to Stock Exchange Company Manual, the Toronto Stock Exchange (the “TSX”) has recently announced that it has adopted, and the Ontario Securities Commission has approved, amendments to Part VI – Changes in Capital Structure of Listed Issuers of the TSX Company Manual (the “Manual”) which become effective today, October 1, 2014. The amendments relate to the adoption…

TSX publishes proposed amendments to Stock Exchange Company Manual

Posted by: · December 20th, 2013

On November 28, 2013, the Toronto Stock Exchange (the “TSX”) published proposed amendments (the “Amendments”) to the TSX Company Manual (the “Manual”) relating to the adoption of security-based compensation arrangements in the context of acquisitions and the criteria considered by the TSX in determining whether a transaction is a backdoor listing. The Amendments are open to comments up to January 13, 2014. The Amendments will become effective following the comment period and…

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…

Director and Officer Indemnification Agreements

Posted by: · January 14th, 2013

In order to attract and retain qualified individuals to act as directors and officers, public companies commonly enter into director and officer indemnification agreements to enhance the protections provided to directors and officers under statutory and corporate by-law indemnification rights and directors’ and officers’ (“D&O”) insurance policies. An indemnification agreement provides each director and officer with contractual indemnity rights enforceable against a company in respect of claims and liabilities arising…


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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