Toronto Stock Exchange and TSX Venture Exchange

The Operating Framework and Getting Listed

9:00 a.m.
Introduction to the Program

Charlotte Bell, Senior Policy Counsel, TMX Group

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

David Toyoda, Associate Counsel, Boughton Law Corporation

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

10:30 a.m.
Break

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

Alex Nikolic, Partner, Fasken Martineau DuMoulin LLP

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

12:00 p.m.
Lunch

1:00 p.m.
Listing Requirements

Joel Weinstein, Senior Manager, Listed Issuer Services, TSX

Natalie Ho, Senior Listings Advisor, TSX Venture Exchange

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

2:45 p.m.
Break

3:00 p.m.
Continuous Disclosure Requirements

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

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?

5:00 p.m.
Day One Adjourns

TSX and TSX Venture Exchange Transactions

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

Jeffrey Hershenfield, Partner, Stikeman Elliott LLP
Renee Kim, Senior Listings Manager, TSX

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

10:30 a.m.
Break

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

Polina Lysetska, Listings Manager, TSX Venture Exchange
Catherine Youdan, Partner, Blake, Cassels & Graydon LLP

A comprehensive look at the TSX Venture Exchange policies and filing requirements for:
• Subsequent financings (private placements and public offerings)
• Stock options
• Acquisitions and dispositions (escrow)
• Best practices and common errors

12:00 p.m.
Lunch

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

Arne Gulstene, Head, TSX Company Services Capital Formation

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

2:15 p.m.
Break

2:30 p.m.
Insider Obligations

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

An overview of the obligations imposed personally on directors and officers of public companies, including:
• Insider reporting
• Insider trading prohibitions

4:00 p.m.
Investor Relations

Joe Racanelli, Director, Investor Relations and Communication, Sherritt International

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

5:00 p.m.
Conclusion of the Program

Charlotte Bell, Senior Policy Counsel, TMX Group