The Toronto Stock Exchange and Private Placements

So, let’s look at what the Toronto Stock Exchange defines as a Private Placement, shall we?

If you don’t have time to read the complete 21-page document, here’s what you need to know:



Scope of Policy

A Private Placement occurs when an Issuer distributes its securities for cash in reliance upon exemptions from the Prospectus or securities registration requirements prescribed by Securities Laws. As set out in this Policy, an Issuer must provide notice to the Exchange of any Private Placement and receive Exchange acceptance of the Private Placement before it issues any securities under the Private Placement. This Policy sets out the Exchange’s requirements for the various types of Private Placements including those involving the issuance of Listed Shares, units i.e.: Special Units (composed of Listed Shares and Warrants) and Convertible Securities.

The main headings in this Policy are:

1) General Requirements and Procedures

2) Private Placement of Convertible Securities

3) Amending Warrant Terms

4) Amending Convertible Securities

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So, as you can see, we are referring to “Listed Shares”, which means they are already publicly listed and trading on the TSX-V (Vancouver). The Private Placements I bought into were publicly listed companies on the TSX-V, TSX-T (Toronto), Canadian Securities Exchange (CSE), or even the US Over-The-Counter (OTC) market. I am not referring to companies that are not listed on a publicly-traded stock exchange.

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