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TORONTO STOCK EXCHANGE COMPANY MANUAL
Part V – Special Requirements for Non-Exempt Issuers © 2006, TSX Group Inc.
(as at December 11, 2006)
PART V
SPECIAL REQUIREMENTS FOR NON-EXEMPT ISSUERS
Sec. 501. (a) This Part is applicable only to “non-exempt issuers”. The decision as to whether an
issuer is non-exempt is made by TSX at the time the issuer is originally approved for listing.
Reference should be made to Section 309.1 (Industrial companies), 314.1 (Mining
companies) or 319.1 (Oil and Gas companies) of this Manual, which outline the requirements
for eligibility for exemption from this Section 501. If these requirements are not met at the
time of original listing, the exemption may be granted at such later time as they are met either
(i) on application in writing accompanied by the applicable fee by the non- exempt issuer (see
Part VIII), or (ii) upon review by TSX. If an applicant is granted an exemption, the fee will be
refunded. If an applicant is not granted an exemption, the fee is non-refundable. TSX may
revoke a previously granted exemption in appropriate circumstances. Non-exempt issuers
are designated in stock quotations in the financial press as “subject to special reporting
rules”.
(b) In addition to complying with all other parts of this Manual, every non-exempt issuer shall give
prompt notice to TSX of any proposed material change in the business or affairs of the issuer.
See Section 410 for a list of developments likely to require such notice. Material changes
other than those described in Subsection 501(c) do not require TSX acceptance under this
Part V and TSX will not issue a letter of confirmation or acceptance for such transactions.
(c) Transactions involving insiders or other related parties of’ the non-exempt issuer (both as
defined in Part I) and which do not involve an issuance or potential issuance of listed
securities, or that are initiated or undertaken by the non-exempt issuer and materially affect
control (as defined in Part I) require TSX acceptance under this Part V before the non-exempt
issuer may proceed with the proposed transaction. Failure to comply with this provision may
result in the suspension and delisting of the non-exempt issuer’s listed securities (see Part VII
of this Manual).
If the value of the consideration to be received by the insider or other related party exceeds
2% of the market capitalization of the issuer, TSX will require that:
i) the proposed transaction be approved by the board on the recommendation of the
directors who are unrelated to the transaction; and
ii) the value of the consideration be established in an independent report, other than for
executive or director compensation for services rendered unless the consideration
appears to be commercially unreasonable, as determined by TSX.
In addition, if the value of the consideration to be received by the insider or other related party
exceeds 10% of the market capitalization of the issuer, TSX will require that the transaction be
approved by the issuer’s security holders, other than the insider.
(d) TSX will advise the non-exempt issuer in writing generally within seven (7) business days of
receipt by TSX of the subsection 501(c) notice, of TSX’s decision to accept or not accept the
notice indicating any conditions to acceptance or its reasons for non-acceptance. Further
information or documentation may be requested before TSX decides to accept or not accept
notice of a transaction. In reviewing the transaction described in the notice, TSX will consider
the applicable provisions of this Manual.
(e) Where a non-exempt issuer proposes to enter into a Subsection 501(c) transaction, any
public announcement of the transaction must disclose that the transaction is subject to TSX
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