Koo,

After some digging, I believe shareholder's approval is required for the issuance, from treasury, for financing from an insider which would dilute shareholdings for more than >25% (or 10% for insiders as a group)

Source is the TSX Company manual, s. 611: https://decisia.lexum.com/tsx/m/en/item/454460/index.do#!b/Sec._611.

For the record, I am still trying to find a rule requiring shareholder approval for a private transaction between insiders, but cannot find one. I'm not yet convinced such a requirement exists.