Toronto Stock Exchange and TSX Venture Exchange

9:00 a.m. Introduction to the Program
Charlotte Bell, Senior Policy Counsel, General Counsel’s Office, TMX Group

9:10 a.m. Corporate Laws and Corporate Governance

Learn the critical corporate governance rules that apply to companies listed on the TSX and TSX Venture Exchange:

• Board composition
• Directors’ roles and responsibilities
• Corporate governance
• Best practices in advising boards of directors
• Directors’ liability and defences

David Toyoda, Pacific Star Corporate Finance Law

10:30 a.m. Break

10:45 a.m. Securities Laws for Raising Capital

Delve into the key legal issues and best practices in arranging financing:

• Overview of securities laws
• Prospectuses and public offerings
• Private placements and exemption requirements
• Resale restrictions, including escrow
• Best practices and common errors

Alex Nikolic, Partner, Fasken Martineau DuMoulin LLP
Melissa Taylor, Senior Legal Counsel, Ontario Securities Commission

12:00 p.m. Lunch

1:00 p.m. Listing Requirements

An overview of the listing requirements of the TSX and TSX Venture Exchange:

• TSX listing requirements
• TSX Venture Exchange listing requirements
• Key differences between the Exchanges
• “Graduation” from the TSX Venture Exchange to TSX
• Best practices and common errors
• Key contacts

Joel Weinstein, Senior Listings Advisor, TSX
Natalie Ho, Senior Listings Advisor, TSX Venture Exchange

2:45 p.m. Break

3:00 p.m. Continuous Disclosure Requirements

Gain a practical understanding of continuous disclosure obligations and how to handle those obligations effectively:

• What is a material change? What needs to be disclosed and when?
• Financial reporting
• Shareholder meetings
• Filing cycle for listed entities and key ongoing filings (including identification of the differences between the TSX and TSX Venture Exchange)
• What are the steps to take to ensure that disclosure obligations are handled effectively?

Vaughn MacLellan, Partner, DLA Piper LLP
Charlotte Bell, Senior Policy Counsel, TMX Group

5:00 p.m. Day One Adjourns

9:00 a.m. Using the Toronto Stock Exchange to Raise Capital

Get detailed guidance on the TSX policies and filing requirements for:

• Subsequent financings (private placements and public offerings)
• Security-based compensation
• Acquisitions and dispositions
• Best practices and common errors

Jeffrey Hershenfield, Partner, Stikeman Elliott LLP
Robert Morrison, Senior Listings Manager, TSX

10:30 a.m. Break

10:45 a.m. Using the TSX Venture Exchange to Raise Capital

A comprehensive look at the TSX Venture Exchange policies and filing requirements for:

• Subsequent financings (private placements and public offerings)
• Security-based compensation
• Acquisitions and dispositions (escrow)
• Best practices and common errors

Angela Blake, Bennett Jones LLP
Polina Lysetska, Listings Manager, TSX Venture Exchange

12:00 p.m.: Lunch

1:00 p.m. Trading: Understanding Canadian Equity Market Mechanics

Learn the basics of equity trading, the various players, and the market structure within which capital moves through the system. The objective is to help demystify the impact trading phenomena and mechanics have on stocks.

• TMX and Alternative Trading Platforms and Dark Pools
• Anonymous Trading
• HFTs and Algorithmic Trading
• Market on Close Facility

Victor Ciampini, Senior Manager, Market Quality and Compliance, TMX Group

2:15 p.m. Break

2:30 p.m. Insider Obligations

An overview of the obligations imposed personally on directors and officers of public companies, including:

• Insider reporting
• Insider trading prohibitions

Charlotte Bell, Senior Policy Counsel, TMX Group
Jennifer Campbell, Partner, Fogler, Rubinoff LLP

4:00 p.m. Investor Relations

Learn about the building blocks needed to create a successful and principled investor relations program for public companies of all sizes.

• What you must do: the prerequisites to an IR program
• What you should not do: the difference between IR and promotion
• Effective communication tips
• Best practices for use of social media and other online communication tools
• Understanding deal and client objectives
• Effective client communications – tips and TSX/TSX Venture Exchange specific issues

Joe Racanelli, Vice-President, Investor Relations, Aimia Inc.

5:00 p.m. Conclusion of the Program
Charlotte Bell, Senior Policy Counsel, TMX Group