COVID-19: Toronto Stock Exchange and TSX Venture Exchange extend deadlines and provide relief

24 March 2020

On March 23, 2020, the Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSX-V) granted relief from stock exchange rules that might have proven difficult for listed issuers to comply with in light of COVID-19.



Gowling WLG Focus

In response to COVID-19, the TSX and TSX-V have granted blanket relief from certain requirements relating to financial statement filings, annual meetings, securityholder re-approval of security based compensation arrangements, normal course issuer bid purchase limits, and delisting criteria that are based on the market value of an issuer's securities. No applications are required to benefit from this relief. The TSX also announced that relief from minimum pricing rules for private placements may be granted on a case-by-case basis.

This relief applies only with respect to the TSX's and TSX-V's rules, and does not affect issuers' obligations under their governing corporate laws, constating documents and contracts, or applicable securities laws. Conditional 45-day extensions to certain filing deadlines were announced by the CSA earlier this month. For more information, see our previous MarketCaps.

Summary of Relief: TSX Issuers

Subject Usual Requirement Relief Granted

Financial Statement Deadlines

Issuers that will not meet deadlines for filing or mailing annual or interim financial statements must file a Form 9 - Request for Extension or Exemption for Financial Reporting/Annual Meeting ("Form 9").

No requirement to file a Form 9 during 2020 for late filings of financial statements.

Annual Meeting Deadline

Must be held within 6 months of financial year end, or such earlier time as required by applicable legislation. Issuers requiring relief must file a Form 9.

Annual meetings required to be held in 2020 under the usual requirement may instead be held on any date in 2020, regardless of financial year end, and without filing a Form 9.

Security Based Compensation Arrangements ("Plans") - Approval for Rolling Plans

Every 3 years after adoption, securityholders must approve all unallocated awards under Plans that do not have a fixed maximum number of securities issuable (i.e. rolling Plans).

Awards granted under a Plan more than 3 years after the last time it was approved by securityholders must be ratified by securityholders before being exercised.

Issuers may continue to grant awards under rolling Plans until the earlier of their 2020 Annual Meeting and December 31, 2020. Awards granted during this timeframe may be exercised absent ratification by securityholders.

Normal Course Issuer Bids ("NCIBs")

Purchases of listed securities under a NCIB on any trading day are limited to the greater of (a) 25% of the average daily trading volume of the listed securities of that class, and (b) 1,000 securities.

Up to and including June 30, 2020, purchases of listed securities under a NCIB are limited to the greater of (a) 50% of the average daily trading volume of the applicable securities, and (b) 1,000 securities.

Delisting Criteria - Market Value

TSX may delist securities where, over any period of 30 consecutive trading days, (a) the market value of the issuer's securities is less than $3 million, or (b) the market value of the issuer's freely-tradable, publicly-held securities is less than $2 million.

Delisting reviews will not be initiated based on market value criteria until after December 31, 2020.

Private Placement Pricing

Minimum issue price for listed securities and convertible securities based on "market price", which is generally defined as the 5-day VWAP of listed securities prior to the relevant pricing date.

On a case-by-case basis, TSX will use a shorter time period for the determination of market price for the purposes of pricing securities for private placements.


For further information, see TSX Staff Notice 2020-0002.

Summary of Relief: TSX-V Issuers

Subject Usual Requirement Relief Granted

Annual Meeting Deadline

Must be held no later than 18 months after incorporation or amalgamation, and subsequently no more than 15 months after the last annual meeting, subject to applicable corporate and securities legislation.

Annual meetings required to be held in 2020 under the usual requirement may instead be held on any date in 2020, subject to applicable corporate and securities legislation. No application to the TSX-V is required.

Approval for Rolling Plans

Rolling Plans must be re-approved by securityholders at each annual meeting.

Rolling Plans may be re-approved at the 2020 Annual Meeting, which may be held on any day in 2020 in accordance with the relief described above under "Annual Meeting Deadline".


For further information, see the TSX-V Bulletin dated March 23, 2020.

Ensuring Compliance

Issuers that foresee not being able to meet requirements addressed in the relief granted by the TSX and TSX-V should consider whether they are able to satisfy corporate and securities laws. Relief from stock exchange rules does not constitute relief from corporate and securities laws, which may deal with the same subject matter, and may impose shorter timelines and stricter conditions. For example, Canadian corporate statutes also impose deadlines for annual shareholder meetings, and those deadlines may only be extended by court order. Failure to comply will constitute a breach of the corporation's governing law, which may have undesirable consequences.

Gowling WLG is a full service law firm with offices across Canada, the U.K. and Europe. In response to COVID-19, Gowling WLG has established a multi disciplinary committee to provide material of relevance to our clients.


NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Gowling WLG professionals will be pleased to discuss resolutions to specific legal concerns you may have.