Requirement |
Existing Policy |
New Policy |
Directors and Officers |
All CPC directors are required to be residents of the US or Canada, or have public company experience. One person cannot act as CEO, CFO and secretary at the same time. |
Majority of the CPC directors are required to be residents of the US or Canada, or have public company experience. One person can effectively act as CEO, CFO and secretary at the same time. |
Seed Capital |
Maximum of $500,000 seed capital can be raised below the IPO price. |
Maximum of $1,000,000 seed capital can be raised below the IPO price. |
Aggregate Funds |
Maximum aggregate funds that can be raised by a CPC - $5,000,000. |
Maximum aggregate funds that can be raised by a CPC - $10,000,000 (Such limit, only applies to the initial CPC offering, subject to the other rules of the TSXV, a resulting issuer is free to raise unlimited amount of capital on the completion of its QT) |
Shareholder Distributions |
Minimum of 200 public shareholders with each owning at least 1,000 common shares. |
Minimum number of public shareholders that is equal to the lesser of:
- 150 public shareholders; and
- the minimum number of public shareholders as set out in Policy 2.1 – Initial Listing Requirements for a Tier 2 Issuer,
with each such public shareholder owning at least 1,000 common shares. |
IPO Agent |
At least one IPO agent is required to be a member of the Exchange. Maximum 24 month term for agent's rights or options. |
IPO agents are no longer required to be a member of the Exchange. Maximum five year term for agent's rights or options. |
No Transfer to NEX |
Transfer to NEX board of the TSXV if QT is not completed after 24 months of being listed and certain seed shares may be cancelled subject to shareholder approval. |
No transfer to NEX board of the TSXV if QT is not completed after 24 months of being listed. (The CPC will remain listed on the TSXV until QT is completed. No requirement to cancel any seed shares if the QT is not completed within 24 months after listing) |
Private Placements |
Only common shares can be distributed prior to completion of the QT. |
Only common shares can be distributed prior to completion of the QT, but in certain circumstances, concurrent financings may involve the issuance of subscription receipts or special warrants that convert into listed shares, or listed shares and warrants on completion of the QT. |
Escrow |
Escrow applies to:
- seed shares issued below IPO price,
- all securities acquired from treasury by non-arm's length parties to the CPC,
- shares acquired by a control person in the secondary market, and
- all seed shares issued to a member of the aggregate pro group, regardless of price.
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Escrow applies to:
- seed shares issued below IPO price,
- shares acquired from treasury by non-arm's length parties to the CPC,
- CPC stock options, and
- option shares issued at an exercise price that is less than the IPO price.
Escrow doesn't apply to:
- shares acquired by the pro group at or above the IPO price.
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Escrow Release |
18 Month Escrow: If resulting issuer is listed on Tier 1, released as to 25% on Final QT Exchange Bulletin and 25% on each of 6, 12 and 18 months following that date. 36 Month Escrow: If resulting issuer is listed on Tier 2, released as to 10% on Final QT Exchange Bulletin and 15% on each of 6, 12, 18, 24, 30 and 36 months following that date. |
18 Month Escrow: Escrow securities released as to 25% on Final QT Exchange Bulletin and 25% on each of 6, 12 and 18 months following that date. CPC stock options and option shares released on Final QT Exchange Bulletin unless granted before the IPO with an exercise price less than the IPO price. |
QT Finder's Fees |
Finder's fee may be paid to a person that is not a non-arm's length party to the CPC. Finder's fee may not be paid to a non-arm's length party to the CPC. |
Finder's fee may be paid to a person that is not a non-arm's length party to the CPC. Finder's fee may be paid to a non-arm's length party to the CPC if:
- QT is not a non-arm's length QT,
- QT is not a transaction between the CPC and an existing public company,
- finder's fee is payable in cash, listed shares and/or warrants,
- the amount of any concurrent financing is not included in the value of the measurable benefit, and
- disinterested shareholder approval is obtained.
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