CSE25™

CSE Composite Index®

In this series, we delve deep into the experiences of CSE listed companies, exploring their past successes and future opportunities.

CSE Issuer Spotlight

**Follow us** for the **latest news** from the CSE

 The CSE provides a modern and efficient alternative for companies looking to access the Canadian public capital markets.

The Canadian Securities Exchange (CSE)

Learn how we streamline issuer regulation through enhanced disclosure, practical and effective regulatory oversight, and modern technology.

Listing on the CSE

Learn more about the companies we list and how to get started trading on the CSE.

Investing in Listed Companies

Learn how we lower costs, reduce complexity, and provide market making opportunities for the dealer community.

Trading on the CSE

Whether you’re an investor, business leader, or simply looking to learn more, start your journey with the CSE here.

Get Started

From announcements and market updates to in-depth interviews with company leaders - stay informed with the latest from the CSE.

Latest from the CSE

Discover newly listed companies on the CSE through our series of bite-sized interviews with company leaders.

Get to know our latest listings

Listed Company News

Market Activity

List with the CSE

Find a home for your next big idea.

Frequently Asked Questions

How does being listed on the CSE affect me as a shareholder?

Where do I get information and trade CSE listed securities?

Where can I find an RSS feed for listed company news?

Where is the CSE recognized?

Upcoming Events

join the list

Join our mailing list to receive buy-in notifications

The CSE provides a superior exchange experience by investing in our customers’ success with innovation, dedication, and passion.

Where innovation, passion, and trust intersect

We strive to be the most innovative exchange in Canada. We aim to offer unlimited global access and a customized client-centric experience while delivering the lowest cost of public capital. 

We are Canada's entrepreneurial exchange

The most searched CSE listed companies on thecse.com

Recent Quotes

Get the latest regulatory announcements from the CSE concerning its Listings Policies, Trading Rules and functionality and other important industry developments.

Notices

Get the latest information about new CSE listings, the appointment of Market Makers, market events, and other news.

Bulletins

Stay informed with CSE listed company news, providing transparency and accountability to shareholders and the public.

Company News

Stay Informed

The **total volume** traded on the CSE today is

Connect with our professionals and listing experts at industry events and conferences.

Meet us at upcoming events

Sherbourne Common

Bay Street Rides FAR

Muir

Going Public and Raising Capital in Canada

Chicago Marriott Downtown Magnificent Mile

Benzinga Cannabis Capital Conference

Benzinga SmallCap Conference

The Fairmont Waterfront

Planet MicroCap Showcase: VANCOUVER 2024

Hilton Quebec

CSTA Annual Conference 2024

Calgary Petroleum Club

TAKESTOCK – Calgary Investor Forum

Hyatt Regency Calgary

CIRI’s 2024 Annual Conference

Beaver Creek Resort

Precious Metals Summit

Hamilton Golf & Country Club

Investor Clubhouse at the Canadian Open

Viterra International Trade Centre

Canada’s Farm Show

Shearman & Sterling - Conference Center

9th Current Trends in Mining Finance Conference

New York Stock Exchange

STANY’s 88th Annual Conference

Paris Hotel & Casino

Planet MicroCap Showcase: VEGAS 2024

Marriott Jacksonville Downtown

Capital Links at THE PLAYERS

The Ritz-Carlton, Laguna Niguel

36th Annual ROTH Conference

Caesars Atlantic City Hotel & Casino

The Microcap Conference

Jamaica Pegasus Hotel

JSE 19th Regional Investments & Capital Market Conference

Centre des congrès de Québec

THE Mining Investment Event of the North

The Diplomat Beach Resort Hollywood

July 13, 2021

	The Canadian Securities Exchange (CSE, or Exchange) is issuing this notice to provide guidance and clarify existing Exchange requirements and expectations with respect to disclosure of certain acquisitions by Listed Issuers.

	CSE Policy 8 – Fundamental Changes and Changes of Business describes the shareholder and Exchange approval requirements for a Fundamental Change transaction, including but not limited to reverse takeovers.&nbsp; For an acquisition that is not a Fundamental Change, Policy 6 – Distributions provides the requirements for an acquisition involving the issuance of securities and Policy 7 – Significant Transactions would apply to an acquisition not involving the issuance of Listed Issuer securities.

	The Exchange has reviewed acquisitions of private companies by Listed Issuers that do not appear to meet the criteria for a Fundamental Change but result in the issuance of a significant number of listed securities.&nbsp; In many cases, the described business of the private company was at a very early stage of development with no public disclosure and little evidence of value.&nbsp; Shares of the private company were exchanged for listed securities with a significant difference between the price paid for the private company shares and the market price of the listed securities.

	An acquisition by a listed issuer of an early-stage business or asset in a private company is not specifically, a transaction of concern.&nbsp; When shares of the private company are exchanged for free trading listed securities at a higher price, there must be adequate evidence demonstrating the development of that business or asset and supporting the value of the shares exchanged.&nbsp;

	Exchange Requirements

	As per CSE Policy 6 Section 3.1:

	“Management of the Issuer is responsible for ensuring that the consideration paid for the asset is reasonable and must retain adequate evidence of value received for consideration paid such as confirmation of out-of-pocket costs or replacement costs, fairness opinions, geological reports, financial statements or valuations.&nbsp; The evidence of value must be made available to the Exchange upon request.&nbsp; Shares must be issued at a price that does not exceed the maximum discount allowable under section 2.1.”

	While there is no explicit requirement for shareholder or Exchange approval, Exchange discretion is described in Policy 1, section 2, including “…the Exchange reserves the right to exercise its discretion in applying the policies in all respects.&nbsp; The Exchange can waive or modify an existing requirement or impose additional requirements.” 

	In addition to the general compliance requirements outlined in CSE Form 4 – Listing Agreement, pursuant to section 2 a Listed Issuer shall

	“(a) furnish to the Exchange or the Market Regulator, at any time upon demand, all such material information or documentation concerning the Issuer as the Exchange may require”

	Form Disclosure 

	Policy 6 sections 3.1 and 3.2 also include the public disclosure to be made with respect to an acquisition:

	3. Acquisitions

	3.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Where a Listed Issuer proposes to issue securities as full or partial consideration for assets (including securities), the Listed Issuer must immediately post notice of the proposed acquisition (Form 9)… 

	3.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At least one full Business Day prior to closing of the proposed acquisition the Listed Issuer must post an amended Form 9, if applicable1.

	Proposed acquisitions should be consistent with the disclosed business objectives of the Listed Issuer.&nbsp; Investment Issuers that were listed with a detailed investment strategy disclosed in a prospectus or listing statement may not be providing adequate disclosure about changes to investment strategy, particularly if the objectives are changed to accommodate a specific investment or acquisition. Further, if the investment policy or objectives were previously approved by shareholders, it may not be appropriate to amend the policy or objectives for an acquisition not previously contemplated by shareholders, whether or not explicit shareholder or Exchange approval is required by law or Exchange Policy.

	Consultation and Guidance

	Policy 8 requires that Listed Issuers consult with the Exchange prior to completing a transaction that may be considered a Fundamental Change.&nbsp; While the transactions described in this notice may not appear to meet the criteria for a Fundamental Change, such determination may not be possible in the absence of financial disclosure about the private company.

	Listed Issuers should consult with the Exchange in advance regarding an acquisition for which the consideration will be listed securities or securities convertible or exchangeable into listed securities.

	A Listed Issuer that closes an acquisition prior to posting the documents required under s. 3.1 and s. 3.2 of Policy 6 will be in breach of Exchange requirements.

	Conditions or Restrictions

	Without financial disclosure or adequate evidence of value of the business or asset to be acquired, the CSE may require clarifying news releases with detailed risk factors, extended hold periods or escrow agreements for shares issued, or any other conditions the Exchange determines necessary to address the lack of disclosure.

	The Exchange may determine that a transaction or series of transactions represents a significant departure from the stated objectives of the Listed Issuer and consider whether the disclosure and approval requirements for a Fundamental Change would be applicable.&nbsp; The CSE may also object to a transaction if, in the Exchange’s view, there is no adequate supporting evidence of value for the consideration paid by the Listed Issuer.

	Remedial Action

	The Exchange will consider the interests of a Listed Issuer’s shareholders, and the broader public interest in considering the appropriate action when a Listed Issuer has proposed or closed a transaction with inadequate disclosure or evidence of value.

	Trading in the listed securities may be suspended until such time as the conditions or restrictions described above have been met.&nbsp; Further, the Exchange will consider the actions of the board and management of the Listed Issuer in the context of the Exchange’s suitability requirements for officers and directors of Listed Issuers.&nbsp; The Exchange may deem any person to be unacceptable to be associated in any manner with a Listed Issuer if the Exchange reasonably believes such association will give rise to investor protection concerns or could bring the Exchange into disrepute.

	Effective Date

	The guidance provided in this notice reflects the existing requirements set out in CSE Policy.

	For questions about CSE Listings Policies or procedures, please contact:

	<a href="mailto:Listings@thecse.com">Listings@thecse.com</a>, or 416-367-7340.

	Mark Faulkner, Vice President Listings &amp; Regulation

	<a href="mailto:Mark.Faulkner@thecse.com">Mark.Faulkner@thecse.com</a>

	______________________________________________________
<div>
	[1]Form 9: the disclosure required in question 6 of Part 2 – Acquisitions may be provided in form of Tables 1A and 1B, with a table of all purchasers delivered directly to the Exchange.&nbsp; See paragraph (6) in the Form 9 Instructions.</div>

Notice 2021-004 - Guidance – Acquisitions by Listed Issuers