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Message: From the TSX policies

From the TSX policies

posted on Sep 15, 2009 10:11AM

Examples of developments likely to require prompt disclosure

as referred to above include the following:

a) Changes in share ownership that may affect control of

the company.

b) Changes in corporate structure, such as reorganizations,

amalgamations, etc.

c) Take-over bids or issuer bids.

d) Major corporate acquisitions or dispositions.

e) Changes in capital structure.

f ) Borrowing of a significant amount of funds.

g) Public or private sale of additional securities.

h) Development of new products and developments affecting

the company’s resources, technology, products or market.

i) Significant discoveries by resource companies.

j) Entering into or loss of significant contracts.

k) Firm evidence of significant increases or decreases in

near-term earnings prospects.

l) Changes in capital investment plans or corporate objectives.

m) Significant changes in management.

n) Significant litigation.

o) Major labour disputes or disputes with major contractors

or suppliers.

p) Events of default under financing or other agreements.

q) Any other developments relating to the business and affairs

of the company that would reasonably be expected to significantly

affect the market price or value of any of the company’s

securities or that would reasonably be expected to

have a significant influence on a reasonable investor’s

investment decisions.

Misleading Announcements

While the policy of the Exchange is that all material information

must be released immediately, judgment must be exercised

by company officials as to the timing and propriety of any news

releases concerning corporate developments, since misleading

disclosure activity designed to influence the price of a security

is considered by the Exchange to be improper. Misleading news

releases send signals to the investment community which are

not justified by an objective examination of the facts, and may

detract from the credibility of the company. Announcements

of an intention to proceed with a transaction or activity should

not be made unless the company has the ability to carry out

the intent (although proceeding may be subject to contingencies)

and a decision has been made to proceed with the transaction

or activity by the board of directors of the company, or by

senior management with the expectation of concurrence from

the board of directors. Disclosure of corporate developments

must be handled carefully and requires the exercise of judgment

by company officials as to the timing of an announcement of

material information, since either premature or late disclosure

may result in damage to the reputation of the securities markets.

From http://www.tmx.com/en/pdf/PolicyStatementOnTimelyDisclosure.pdf

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