Examples of TSXV Manual in a sentence
If the exercise price of any options issued is at discount to the Market Price, the Hold Period applies from the Grant Date and will be legended in accordance with the TSX-V Manual.
If 217 Ontario exercises the 217 Warrants in full, Mr. Sprott would have beneficial ownership and/or control or direction over a total of 106,722,250 Common Shares or 23.9% of the total issued and outstanding Common Shares of the Company and as a result, Mr. Sprott would become a “Control Person” of the Company as defined in the TSXV Manual.
In connection with the closing of the Private Placement, Mr. Sprott has undertaken that, unless approval of disinterested shareholders of the Company has been obtained and the requirements of the TSXV Manual have been satisfied, the 217 Warrants will only be exercised by 217 Ontario to the extent that the Common Shares issued upon such exercise will not result in Mr. Sprott becoming a “Control Person” of the Company.
From 2008 until September 2010, Mr. Sprott served as Chief Executive Officer of Sprott Inc., before stepping down to focus on his roles as Chairman and Chief Investment Officer.Disinterested Shareholder Approval Pursuant to Policy 4.1 – Private Placements of the TSXV Manual, the approval of the “Disinterested Shareholders” of the Company must be obtained for the creation of 217 Ontario as a new Control Person in the event that the 217 Warrants are fully exercised.
The TSXV Manual defines a “Control Person” as any company or individual that holds or is one of a combination of persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting shares of an issuer, except where there is evidence showing that the holder of those securities does not materially affect control of the issuer.
Accordingly, pursuant to the TSX-V Manual, the issue of the La Mancha Shares requires approval of Disinterested Shareholders and, therefore, Disinterested Shareholders are being asked to consider, and if deemed advisable, approve the TSX-V Resolution.
As neither La Mancha nor its Affiliates or Associates (each as defined in the TSX-V Manual) hold any Ordinary Shares, it is expected that the Disinterested Shareholders at the date of the General Meeting will be all shareholders of the Company.
La Mancha will therefore be a new Control Person for the purposes of the TSX-V Manual as a result of the issue of the La Mancha Shares.
Investor Relations Activities Any options issued to Participants retained to provide Investor Relations Activities vest in accordance with TSX-V Manual.
This concept is clearly reflected in Policy 1.1, section 4.1 of the TSXV Manual, as outlined above.