TSX is providing relief from requirements for issuers to notify TSX if issuers require an extension of time to file certain financial statements.

Pursuant to Section 442 of the TSX Company Manual, an issuer is required to file a TSX Reporting Form 9 - Request for Extension or Exemption for Financial Reporting/Annual Meeting (Form 9) if it requires an extension of the time limit for filing or mailing its annual financial statements. Similarly, pursuant to Section 451 of the TSX Company Manual, an issuer is required to file a Form 9 for an exemption from TSX’s requirements for interim financial statements. Pursuant to the Temporary Relief, TSX will not require an issuer to file a Form 9 during 2020 for a late filing of its annual financial statements and/or its interim financial statements.

TSX continues to expect issuers to comply with applicable securities laws regarding the filing of their annual financial statements and interim financial statements. For more information on those requirements, see Practice Notes, Disclosure Obligations of Reporting Issuers: Overview: Financial Statements and Management's Discussion and Analysis (MD&A) and Filing Documents with the Toronto Stock Exchange: Periodic Filings.

TSX is extending the time frame within which issuers must hold their annual meeting of security holders.

Pursuant to Section 464 of the TSX Company Manual, an issuer must hold its annual meeting of security holders within six months from the end of its fiscal year, or at such earlier time as is required by applicable legislation. Pursuant to the Temporary Relief, TSX is permitting an issuer that must hold an annual meeting of security holders during 2020 (the 2020 Annual Meeting) to hold its 2020 Annual Meeting on any date in 2020 up to and including December 31, 2020, regardless of the issuer’s fiscal year end.

By way of example, an issuer with a fiscal year end of October 31, 2019 would normally be required to hold its 2020 Annual Meeting by April 30, 2020. An issuer with a fiscal year end of December 31, 2019 would normally be required to hold its 2020 Annual Meeting by June 30, 2020. Pursuant to the Temporary Relief, both issuers may hold their 2020 Annual Meeting on any date in 2020 up to and including December 31, 2020.

TSX continues to expect issuers to comply with applicable securities laws regarding the timing of their 2020 Annual Meeting. For more information on the timing requirements for annual meetings, see Practice Notes, Management Information Circular: Timing and Filing Documents with the Toronto Stock Exchange: Periodic Filings.

Issuers are not required to submit a Form 9 in connection with this Temporary Relief.

TSX is extending the time frame within which an issuer must obtain security holder approval of all unallocated options, rights or other entitlements (Awards) under a security-based compensation arrangement (a Plan) and modifying the circumstances under which an issuer must obtain security holder ratification of Awards granted under a Plan.

Pursuant to Section 613(a) of the TSX Company Manual, every three years after institution, an issuer must obtain security holder approval for all unallocated Awards under a Plan that does not have a fixed maximum number of securities issuable (the Three-Year Renewal). Further to the Temporary Relief described above regarding the timing of the 2020 Annual Meeting, TSX understands that issuers may seek approval later than the Three-Year Renewal. Normally, Awards granted after the Three-Year Renewal would require security holder ratification prior to exercise of such Awards. Pursuant to the Temporary Relief, an issuer may continue to grant Awards under the Plan until the earlier of the 2020 Annual Meeting and December 31, 2020. Awards granted during this time frame may be exercised absent ratification by security holders. For more information on the TSX requirements in connection with a Plan, see Practice Note, Equity Compensation in Canada: Overview: Toronto Stock Exchange.

TSX is providing certain relief to an issuer making normal course issuer bid (NCIB) purchases pursuant to Section 628 of the TSX Company Manual.

Pursuant to Section 628(a)(ix)(a) of the TSX Company Manual, an issuer is permitted to acquire listed securities pursuant to an NCIB where the purchases do not, when aggregated with all other purchases by the issuer during the same trading day on TSX, aggregate more than the greater of (i) 25% of the average daily trading volume of the listed securities of that class, and (ii) 1,000 securities. Pursuant to the Temporary Relief, from March 23, 2020 up to and including June 30, 2020 (the Effective Period), TSX is modifying the volume of purchases condition in Section 628(a)(ix)(a) so that the amount of NCIB purchases must not exceed 50% of the average daily trading volume (ADTV) of the listed securities of that class.

Similarly, TSX is providing Temporary Relief for participating organizations of TSX acting on behalf of issuers for NCIB purchases. During the Effective Period, TSX is modifying the volume of purchases condition in TSX Rule 6-101 of the TSX Rule Book, subsection (a) of “normal course issuer bid”, so that the amount of NCIB purchases must not exceed 50% of the ADTV of the listed securities of that class.

The Temporary Relief does not alter any other provision in Section 628 or Section 629 of the TSX Company Manual, or Part 6 of the TSX Rule Book. The Temporary Relief applies to any relevant NCIB purchase made during the Effective Period and shall also apply to purchases made under NCIBs renewed or launched during the Effective Period. For more information on NCIBs through the TSX, see Practice Note, Normal Course Issuer Bids Through the Toronto Stock Exchange.

TSX is providing relief from certain delisting criteria regarding the market value of an issuer’s securities.

Pursuant to Section 712(a) of the TSX Company Manual, TSX may delist securities if the market value of the issuer’s securities is less than $3,000,000 over any period of 30 consecutive trading days. Pursuant to Section 712(b) of the TSX Company Manual, TSX may delist securities if the market value of the issuer’s freely tradeable, publicly held securities is less than $2,000,000 over any period of 30 consecutive trading days. Pursuant to the Temporary Relief, from March 23, 2020 up to and including December 31, 2020, TSX will not apply the delisting criteria in either Section 712(a) or Section 712(b) when determining whether to initiate a delisting review of an issuer’s securities. All other provisions in Part VII of the TSX Company Manual, including the expedited review process and the delisting criteria, are not altered by the Temporary Relief.

The definition of "market price" in Part I of the TSX Company Manual provides that the five-day volume-weighted average trading price of the listed securities should be used to determine market price. It also provides that the five-day period may be adjusted based on relevant factors if such price does not accurately reflect the current market price of the securities. Since the TSX understands that five days in the current volatile environment is a relatively long period of time to establish market price, 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 (including warrants) for private placements. See the following for further guidance regarding the definition of “market price”:

For more information on the TSX rules applicable to private placements, see Practice Note, Conducting a Private Placement Offering in Canada: Overview: Toronto Stock Exchange.

TSX Staff Notice 2020-0001 contains further information regarding TSX’s response to the COVID-19 pandemic. TSX will continue to monitor the effect that the pandemic and market conditions are having on the operation of its rules and its issuers.

Listed issuers should contact their TSX Listed Issuer Services Manager if they have questions regarding the Temporary Relief. Contact information is available on the TSX website.

The TSXV is extending the time frame within which issuers must hold their annual meeting of shareholders. Under section 4.1 of TSXV Policy 3.2 - Filing Requirements and Continuous Disclosure, every issuer must hold an annual meeting of its shareholders by the earlier of the time required by applicable securities laws and corporate laws and 18 months after: (a) the date of its incorporation; or (b) the date of its certificate of amalgamation, in the case of an amalgamated issuer; and subsequently thereafter in each year not more than 15 months after its last preceding annual meeting of shareholders or such earlier date as required by applicable securities laws and corporate laws. Pursuant to the Temporary Relief, the TSXV is permitting an issuer that must hold an annual meeting of shareholders during 2020 (2020 Annual Meeting) to hold its 2020 Annual Meeting on any date in 2020 up to and including December 31, 2020.

The TSXV continues to expect issuers to comply with applicable legislation regarding the timing of their 2020 Annual Meeting. For more information on the timing requirements for annual meetings, see Practice Note, Management Information Circular: Timing.

The TSXV is extending the time frame within which issuers must obtain shareholder approval of rolling stock option plans. Under section 3.9(b) of TSXV Policy 4.4 - Incentive Stock Options, rolling stock option plans generally must receive shareholder approval at the time the plan is to be implemented and yearly, at the issuer’s annual meeting. Pursuant to the Temporary Relief, the TSXV is permitting an Issuer to obtain the 2020 yearly shareholder approval at its 2020 Annual Meeting, which, as indicated above, may be held on any date in 2020 up to and including December 31, 2020, subject to compliance with applicable legislation.

For more information on the TSXV requirements in connection with a rolling stock option plan, see Practice Note, Equity Compensation in Canada: Overview: TSX Venture Exchange.

In TSXV Bulletin/Notice to Issuers Extension of Deadline for Payment of Sustaining Fees published on March 25, 2020 the TSXV extended the deadline by which issuers must pay their 2020 annual sustaining fees from March 31, 2020 to May 31, 2020. To provide additional relief to those issuers who require it, the TSXV will also permit issuers to pay their 2020 annual sustaining fees in installments, with the first installment of 50% of the annual sustaining fees due on May 31, 2020 and the balance due on July 31, 2020.

As set out in the TSXV’s Bulletin/Notice to Issuers COVID-19 Measures dated March 16, 2020, the TSXV Listed Issuer Services (LIS) staff are working from home effective March 13, 2020. The TSXV advises issuers to submit all documents (and, if applicable, filing fees) to LIS staff electronically until further notice. All necessary physical deliveries must be made by courier or mail to the TSXV’s Toronto office: 300 – 100 Adelaide Street West, Toronto, Ontario M5H 1S3. All courier deliveries should arrive through the Service Elevator accessible through the loading docks located on Sheppard St. The TSXV LIS staff will work diligently with all issuers to ensure that any disruptions to their review and approval of issuer transactions as a result of this measure are kept to a minimum. The TSXV will continue to monitor the effect that the pandemic and market conditions are having on the operation of its rules and its issuers.

Questions may be directed to the TSXV contacts listed in TSXV Bulletin/Notice to Issuers Extension of Deadlines for AGM and Stock Option Plan Approval.