TSX-V extends relief related to private placement pricing

January 25, 2013

In mid-December, the Toronto Venture Exchange extended temporary relief from certain pricing requirements related to private placements. Under the relief, issuers conducting private placements may, under certain conditions, offer shares at a price below the regulated minimum of $0.05 per share, or convertible debentures below the regulated minimum of $0.10 per share.

In order to rely on the relief, an issuer must, among other things, demonstrate immediate or imminent financial hardship and that it does not have the time or resources necessary to complete a share consolidation prior to closing of the private placement, disseminate a news release providing an itemized breakdown of the use of proceeds and provide the TSX-V with a certificate in prescribed form, signed by the CEO or CFO attesting to the need for relief. At least 75% of the private placement must be subscribed for by parties that are not related to the issuer, and up to $50,000 of the gross proceeds raised in reliance on the relief may be used for general working capital purposes.

The relief, initially issued in August 2012 will expire on April 30, 2013.

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