Notice of Housekeeping Rule Amendments to the TSX Company Manual – Housekeeping Amendments to TSX Form 11 Notice of Private Placement – Toronto Stock Exchange (TSX Inc.)

Introduction

In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the “Protocol”), Toronto Stock Exchange (“TSX”) has adopted, and the Ontario Securities Commission has approved, certain housekeeping amendments (the “Amendments”) to TSX Form 11 – Notice of Private Placement (“Form 11”) of the TSX Company Manual (the “Manual”). The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The Ontario Securities Commission has not disagreed with the categorization of the Amendments as Housekeeping Rules.

Summary and Rationale for the Amendments

Pursuant to Section 607 of the Manual, an issuer is required to provide TSX with notice of a proposed private placement by completing and submitting a Form 11 to TSX.  Along with any further information or documentation that may be requested by TSX, the Form 11 provides TSX with key information considered by TSX.  In particular, Item 12 of Form 11 requires an issuer to disclose any significant information regarding the proposed placement not otherwise disclosed in the form. Although not explicitly set out in the existing Form 11, when responding to this question, TSX expects issuers to include any relevant significant matters including, but not limited to, any upcoming shareholders meeting for which a record date has been or is shortly expected to be determined, any pending mergers, acquisitions, take-over bids, changes to capital structure or other significant transactions, and any details regarding potential dissident shareholders and/or anticipated proxy contests. Accordingly, TSX is amending the Form 11 to clarify the type of information required to be disclosed by issuers when responding to Item 12, and to fix a typographical and grammatical error.

Text of the Amendments

For the text of the Amendments, please see the TSX website at:
http://tmx.complinet.com/en/display/display.html?rbid=2072&element_id=1138.

Effective Date

The Amendments become effective on February 1, 2018.