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TSXV Provides Guidance on Procedures Relating to Stock Symbol Reservations

On October 1, 2012, the TSX Venture Exchange (the “TSXV”) published a Notice to Issuers providing guidance in respect of procedures relating to stock symbol reservations. Effective October 1, 2012 (the “Effective Date”), issuers requesting a new stock symbol must provide the TSXV with a written request which identifies the issuer and provides up to three proposed symbols that the issuer wishes to use (ranked in order of priority). The proposed symbols must be composed of not more than three letters.

In the event that none of the requested symbols are available, the TSXV will provide the issuer with a list of available symbols which the issuer must choose from. If one or more of the requested symbols is available, the TSXV will reserve the highest priority symbol from the issuer’s choices for use by the issuer.

A symbol will be reserved for the issuer’s use for a period of 90 days. This reservation period may be extended for up to two additional 90 day periods provided that the issuer requests the extension in writing prior to the end of the then current 90 day reservation period. In the event that a reservation is not extended by the issuer, the reserved symbol will be released and may not be reserved by or for the same issuer for a period of 10 days.

  • Symbols reserved as of October 1, 2012 which have been reserved for 270 days or more as of the Effective Date may be extended for no more than an additional 180 days from the Effective Date.
  • Symbols reserved as of October 1, 2012 which have been reserved for less than 270 days as of the Effective Date may be extended for no more than an additional 270 days from the Effective Date.

The above procedures should be read in combination with section 1.1(c) of Policy 2.3 – Initial Listing Procedures and Parts 3 and 4 of Policy 5.8 – Issuer Names, Issuer Name Changes, Share Consolidations and Splits of the TSXV Corporate Finance Manual.

TSXV Provides Guidance on Procedures Relating to Stock Symbol Reservations

CSA Requests Comments on Proposed Consequential Amendments to Registration, Prospectus and Continuous Disclosure Rules Related to NI 25-101 (Designated Rating Organizations)

On July 26, 2012, the Canadian Securities Administrators (the “CSA”) released a request for comment on proposed consequential amendments to a number of national instruments, policies and forms related to National Instrument 25-101, Designated Rating Organizations (“NI 25-101″).

As discussed in a previous post, NI 25-101 requires credit rating agencies or organizations to apply to become a “designated rating organization” (“DRO”) if they wish to have their credit ratings eligible for use in securities legislation. DROs are also required to comply with a set of rules concerning conflicts of interest, governance, conduct, compliance and required filings.

The proposed amendments, among other things, will replace the terms “approved rating” and “approved credit rating” in a number of instruments, policies and forms with “designated rating” and will include a rating provided by a DRO affiliate (as defined in NI 25-101). Further, the references to “approved rating organization” and “approved credit rating organization” will be replaced with the term “designated rating organization”.

The CSA is also requesting comments on a consequential amendment to Item 7.9 of Form 44-101F1, Short Form Prospectus which will clarify that the disclosure of an issuer’s relationship with a credit rating agency or organization is limited to the securities being distributed under a short form prospectus.

Comments are being accepted until October 24, 2012

CSA Requests Comments on Proposed Consequential Amendments to Registration, Prospectus and Continuous Disclosure Rules Related to NI 25-101 (Designated Rating Organizations)

CSA Releases Results of Continuous Disclosure Review Program For the Fiscal Year Ended March 31, 2012

On July 19, 2012, the Canadian Securities Administrators (the “CSA”) released CSA Staff Notice 51-337 – Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2012 (the “Notice “) which summarized the results of the CSA’s continuous disclosure review program (the “CDR Program”) for the fiscal year ended March 31, 2012. The Notice is intended to help issuers understand and comply with their obligations, summarize the results of the CDR Program for the fiscal year and provide examples of common deficiencies.

The CDR Program completed a total of 1,248 full or issue-oriented reviews. Issue-oriented reviews, which accounted for 64% of reviews conducted, involved a review of the financial statements and MD&As of select issuers. The issue-oriented review focused largely on whether issuers disclosed how the transition to International Financial Reporting Standards (“IFRS”) affected their financial position, financial performance and cash flow.

Select issuers were also subject to a full review which involves a review of many types of disclosure (e.g. the most recent annual financial statements and interim financial reports, technical disclosure, annual information forms and information circulars). The full review revealed a number of common deficiencies some of which included:

  • Financial statement deficiencies (e.g. requirements for first-time adoption of IFRS (IFRS 1))
  • MD&A deficiencies (e.g. use of boilerplate language under discussion of operations, liquidity and general provisions)
  • Deficiencies in disclosure required by National Instrument 43-101, Standards of Disclosure for Mineral Projects (e.g. incomplete or inadequate disclosure of preliminary economic assessments, mineral resources and mineral reserves, non-compliant certificates and consents from qualified persons for technical reports)
  • Deficiencies in disclosure required by Form 51-102F6, Statement of Executive Compensation (e.g. use of boilerplate language under item 2.1 (compensation discussion and analysis), failure to disclose the grant date fair value of share-based awards and option-based awards in the summary compensation table)

Overall, 56% of review outcomes required issuers to take action to improve disclosure (compared to 70% in 2011). The CDR Program will focus on the first annual IFRS Report for the fiscal year ended March 31, 2013.

Background
In 2004, the CDR Program was established by the CSA for the purpose of identifying material disclosure deficiencies that affect the reliability and accuracy of an issuer’s disclosure record. The CSA will work with issuers to resolve issues that are identified as a result of the review process. For more information about the CDR Program, please see CSA Staff Notice 51-312 – Harmonized Continuous Disclosure Review Program.

CSA Releases Results of Continuous Disclosure Review Program For the Fiscal Year Ended March 31, 2012