Tsxv policy stock options

Where an issuer has more than one stock option plan or has granted stock options outside of its stock option plan, the limitations set forth in Policy 4. In addition, Policy 4. Section 3.

In general, the TSXV will not consider that a satisfactory market has been established until at least 10 trading days have passed since the date of listing or the day on which trading resumes. Policy 4. In addition, the amendments also provide that anything not exceeding a 12 month period would be a reasonable time period for the expiry of options granted to an optionee that ceases to be a director, employee, consultant or management company employee of the issuer.

In such circumstances, the following requirements are applicable:. The amendments to Policy 4.

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Rolling stock option plans must receive shareholder approval at the time the plan is to be implemented and yearly thereafter at the issuer's annual general meeting. In the event that the issuer fails to obtain yearly shareholder approval for a rolling plan, the TSXV would expect the issuer to immediately replace the existing plan with a Generally, the TSXV will require that any amendment to a stock option plan that is not a If an issuer requires shareholder approval for a new or amended plan, TSXV acceptance of the plan will be conditional upon requisite shareholder approval having been obtained.

The TSXV will generally permit the new or amended plan to be implemented prior to the requisite shareholder approval having been obtained. In addition, the TSXV will generally permit the issuer to grant options under the new or amended plan prior to the requisite approval having been obtained, provided that the issuer also obtains specific shareholder approval for such grants and otherwise complies with the applicable requirements of Policy 4. Such approval must be separate and apart from the shareholder approval for the new or amended plan. Where shareholder approval is not obtained: i in the case of a new plan, the new plan and all options granted thereunder will terminate; ii in the case of an amended plan, the amended plan will terminate and the issuer will revert back to its existing plan and any options granted under the amended plan will terminate; iii in the case of an option grant, the granted options will terminate; and iv in the case of an amendment of options, the amendment will be of no force and effect.

Where shareholder approval is required, the information circular to be provided to shareholders in respect of a meeting at which the approval of the stock option plan or the grant or amendment of an option will be sought, must disclose the particulars of the plan or the option grant or amendment in sufficient detail to permit the shareholders to form a reasoned judgment concerning the acceptability of the plan or option grant or amendment. In addition, where disinterested shareholder approval is required, those persons that cannot vote and the number of voting shares they hold should be disclosed in the information circular.

Initial shareholder approval will not be required where: i a stock option plan was implemented by an issuer prior to listing on the TSXV; ii the issuer files an initial public offering prospectus in conjunction with a listing application; and iii the issuer has disclosed the details of the plan and existing options in the prospectus.

Lastly, Policy 4. In addition, the amendments to Policy 4. The information circular must disclose the particulars of the grant or amendment in sufficient detail to permit the shareholders to form a reasoned judgment concerning the proposed grant or amendment. For example, for an amendment that would decrease the exercise price of an option held by an insider, the disclosure should include, without limitation, the identity of the insider, the number of options the insider holds, the current exercise price and the proposed exercise price.

Prior to the amendments to Policy 4. This limitation is inclusive of any grants under Policy 4. Options granted to "eligible charitable organizations" under Policy 4. In contrast, options granted to "eligible charitable organizations" under Policy 4. The content of this article is intended to provide a general guide to the subject matter.

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To print this article, all you need is to be registered or login on Mondaq. Summary of Certain Significant Amendments to Policy 4. Minimum Exercise Price Section 3.

Blackout Period Policy 4. In such circumstances, the following requirements are applicable: The Blackout Period must be formally imposed by the issuer pursuant to an internal trading policy as a result of the bona fide existence of undisclosed material information. The Blackout Period must expire upon the general disclosure of the undisclosed material information.

The expiry date of the affected stock options can be extended to no later than 10 business days after the expiry of the Blackout Period. The automatic extension will not be permitted where the optionee or the issuer is subject to a cease trade or similar order. Under the Manual, a TSX issuer must hold an annual meeting within six months of the end of its fiscal year.

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The TSX will permit listed issuers that must hold an annual meeting during to hold the meeting no later than December 31, In other words, if a TSX issuer has a December 31 year end, the date of its annual meeting can be extended by up to six months, from June 30 to December However, TSX issuers should review the requirements of applicable corporate law before setting a meeting date that benefits from the TSX extension. For TSX issuers with a security based compensation arrangement e. Under the Manual, if shareholder approval is not obtained by the three-year deadline, any stock options or other securities granted after the three-year deadline must be ratified by shareholders before they can be exercised.

Consistent with the relief for annual meetings described above, under the temporary relief a TSX issuer may continue to make grants under a plan until the earlier of its annual meeting and December 31, ; further, stock options and other securities granted during this period may be exercised without ratification by shareholders. Further, any stock options granted after June 15, could be exercised prior to the annual meeting without shareholder ratification. Under the temporary relief, the TSX will not apply either of these delisting criteria for the balance of in determining whether to initiate a delisting review.

For example, the TSX can delist an issuer if its financial condition is such that, in the opinion of the TSX, it is questionable whether the listed issuer will be able to continue as a going concern. That rule remains in place. A similar filing must be made for an extension for filing interim financial statements.