Hey Team,
I feel I have found an answer to our question
http://www.tmx.com/en/pdf/SBCA_guide.pdf
Please see page 11
Granting options while there is undisclosed material information
When undisclosed material information exists, it is not appropriate for the board of directors (or a duly appointed committee
of the board) of a listed issuer to set option (or other awards) exercise prices, or prices at which securities may be otherwise
issued on the basis of market prices which do not reflect material information of which management is aware but which has
not been disclosed to the public. This prohibition remains the case even if the recipient of the award is not aware of the
undisclosed material information or the award is being granted in the context of an “annual” or regular grant.
There are two exceptions to this rule:
1. employees may acquire securities under a share purchase plan on specified terms if they previously committed
to the acquisition at a time when they did not have knowledge of the undisclosed material information; and
2. a person or company who is neither an employee nor an insider of the listed issuer may be granted options at a
price set when the material information is still undisclosed if the grant relates to the undisclosed event (such as
an acquisition by a listed issuer of another company or the appointment of a new senior officer not previously
employed by the listed issuer).
If TSX becomes aware of options having been granted while material information is undisclosed, it will require that those
awards be cancelled, forfeited or re-priced to a price established after the material information has been disclosed to the
market and the impact on the trading price of the securities underlying the options is known. In addition, TSX may require
disclosure in the continuous disclosure documents (e.g. management information circular, management discussion and
analysis of financial results, etc.) of the listed issuer of the cancellation, forfeiture or re-pricing and the circumstances that
led to such action. TSX will not consider the fact that the awards have been granted during a regular or annual grant
period to be a mitigating factor.
ROCK
