Toronto Stock Exchange to implement 25% dilution threshold for public company acquisitions

Toronto Stock Exchange to implement 25% dilution threshold for public company acquisitions

25/09/09

Toronto Stock Exchange ("TSX"), a member of TMX Group (TSX: X), today announced that it has received approval from the Ontario Securities Commission ("OSC") for changes to its rules governing public company acquisitions. Effective November 24, 2009 (60 days from today), TSX listed issuers will be required to obtain security holder approval for public company acquisitions that will result in the issuance of 25% or more of their issued and outstanding securities (on a non-diluted basis).

"Toronto Stock Exchange provides a high quality market that balances the costs and benefits of regulation and governance for companies of all sizes. We are focused on expanding the size and reach of Canada's capital markets, and are putting in place the right measures to maintain the confidence of investors," said Kevan Cowan, President, TSX Markets and Group Head of Equities. "Today's announcement is in line with many of the world's major exchanges and provides us with an even stronger platform as we work to attract new investors and capital to Toronto Stock Exchange and to Canada."

This rule amendment was the result of an extensive public consultation process and careful analysis of global trends and best practices. Submissions were received in the spring of 2009 from various stakeholder groups. Commenters were near unanimous in their views and called for security holder approval of public company acquisitions resulting in dilution exceeding a threshold at or below 25%. TSX submitted the rule amendment to the OSC, which formally reviewed the submission in mid-September and will publish its approval in its weekly bulletin today.

The Notice of Approval is posted www.tmx.com.