The Securities Commission has granted an issuer relief from certain requirements that apply to reporting issuers not meeting the Venture Issuer Definition. The issuer, with its common shares listed on the TSX Venture Exchange (TSXV) and a foreign junior market, sought exemptions from provisions in multiple National Instruments, including those related to prospectus requirements, continuous disclosure obligations, and corporate governance practices.
The issuer’s listing on a foreign junior market, which has less stringent requirements than the TSXV, led to its non-compliance with the Venture Issuer Definition since September 7, 2018. However, the issuer is not in default of any securities legislation except for the non-compliance arising from this listing.
The granted exemptions are conditional upon the issuer’s compliance with all Canadian securities legislation applicable to venture issuers, the continued accuracy of representations about the foreign market’s junior status, and the issuer’s obligation to inform the principal regulator of any material changes to the foreign market’s status. The issuer must maintain its TSXV listing and not list on certain other exchanges. The exemptions allow the issuer to use exemptions available to venture issuers if other conditions are met and prohibit the use of exemptions not available to venture issuers.
The decision is based on the issuer’s representations and the Commission’s satisfaction that the exemptions meet the test set out in the relevant legislation. The decision is supported by provisions in National Instruments 41-101, 51-102, 52-107, 52-109, 52-110, and 58-101, and is made under the securities legislation of British Columbia and Ontario.