Capital Markets Bulletin - February 10-14, 2014

FROM THE REGULATORS

News and Notices

TSX Mandates Majority Voting to Further Enhance Corporate Governance Today the TSX amended its Company Manual to require each director of a TSX listed issuer, other than a listed issuer that is majority controlled (as defined in the amendments), to be elected by a majority of the votes cast. The requirement would not apply at contested meetings. Issuers will need to adopt a majority voting policy if they do not otherwise satisfy this requirement through another manner acceptable to TSX (statutes, articles, by-laws). The amendments become effective June 30, 2014. Issuers with fiscal years ending on or after June 30, 2014 must comply with the amendments at their first annual meeting following June 30, 2014. The final rules can be found here.

2014 Federal Budget Tabled in Parliament on Tuesday On February 11, 2014, Ottawa unveiled the federal budget for 2014. Please click here to access the Cassels Brock summary of certain fundamental tax measures contained in the Canadian federal government's budget. Key highlights covered in this summary include:

Mining and energy sector highlights; International tax measures; Business tax measures; Charities and non-profit organizations highlights; Personal tax measures; and Sales tax measures. Relief Applications of Note

Minority Approval of Related Party Transactions by Written Consent: In the Matter of Samco Gold Limited and In the Matter of TerraVest Capital Inc. By: Greg Hogan In a related party transaction, minority approval under Multilateral Instrument 61-101 ("MI 61 -101") by way of written consent from a majority of disinterested shareholders may be available on application to the securities regulators, leading to reduced costs and delays.

Each of these decisions was reported in the same week. Each involved related party transactions that were required to be approved by "minority" shareholders, being all of the shareholders that were not interested in the transaction in question, at a meeting of shareholders.

Samco had agreed to acquire, from a director of Samco, the right to participate in the benefits arising from the enforcement of an Argentinean court decision relating to a contract breach. Samco provided each shareholder from whom written consent for the transaction was sought a disclosure document, including copies of the press release and the relevant agreement, the contents of which complied with the disclosure requirements set out in Section 5.3(3) of MI 61-101, along with a form of written consent. Samco received signed consents from shareholders representing approximately 68.4% of the Samco common shares held by disinterested shareholders.

TerraVest was making an acquisition of another issuer from two shareholders of TerraVest. TerraVest provided the single shareholder from whom written consent for the transaction was sought a disclosure document, including a copy of a formal valuation, the contents of which complied with the disclosure requirements set out in Section 5.3(3) of MI 61-101, along with a form of written consent. This shareholder beneficially owned, or exercised direction or control over, 3,933,872 common shares of TerraVest, which represented approximately 31.68% of the issued and outstanding common shares and 61.03% of the common shares held by all disinterested minority shareholders.

In each case, the issuers were permitted to satisfy the minority approval requirement by way of written...