TSX Primer on News Dissemination

While the process of disseminating material press releases may seem straightforward, we consistently observe issuers on both Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV) that tend to fall outside our timely disclosure policy. This article aims to clarify the essential steps and highlight common pitfalls to ensure your company maintains compliance and transparency and maximizes the reach of your critical announcements.

First, here is a breakdown of the four-step process of disclosing material information.

1. Crafting the Press Release: Clarity & Accuracy are Key

Objective: To provide the investment community with a clear and accurate understanding of the material information.

Best Practices:

• Present all facts in a fair and balanced manner.
• Provide sufficient detail so that the investment community can understand and appreciate the nature of the information to make educated investment decisions.
• Follow the "inverted pyramid" structure: present the most crucial information first, followed by supporting details.
• Avoid unnecessary details, exaggeration, or promotional language.
• Disclose both favourable and unfavourable material news promptly and accurately.
• Craft a compelling headline that captures the essence of the news.
• Incorporate relevant keywords to improve the press release's visibility in search engine results.
• When applicable, including relevant images or video can greatly increase engagement with the press release.
• Provide clear contact information for media inquiries.

2. Pre-Filing with CIRO: Regulatory Compliance

Issuers should pre-file and clear press releases with the Canadian Investment Regulatory Organization (CIRO) in specific circumstances before disseminating them through their newswire service. The process for TSX and TSXV issuers differs. The decision matrices below can help guide you through this process.

TSX Issuers:

CIRO's Contact Information for TSX Issuers: surveillance@ciro.ca

TSXV Issuers:

TSXV issuers must pre-file press releases with CIRO if they disclose material information subject to TSXV Timely Disclosure Policy 3.3 Section 4.2. Here is more guidance on the policy.

Your press release must be pre-filed and cleared by CIRO before dissemination if it contains information relating to the following:

1. Reverse Takeovers, Changes of Business or other reorganizations;
2. Qualifying Transactions, Reviewable Transactions, including corporate acquisitions or dispositions;
3. Change of control;
4. Future-oriented financial information or other operating projections; and
5. Disclosure of mineral reserves/resources or oil and gas reserves.

CIRO Contact Information for TSXV Issuers: surveillancewest@ciro.ca

3. Newswire Dissemination: Wide & Simultaneous Disclosure First – This is Where We See A Lot of Mistakes

• Requirement: Material news must be issued through an acceptable newswire service before its distribution anywhere else, like email campaigns, social media, IR webpage, etc.
• Rationale: The Canadian Securities Administrators mandate "general disclosure" for material news, defined as wide and simultaneous dissemination. Acceptable newswire service providers like TMX Newsfile meet this standard. This requirement is crucial for ensuring equitable market access to information and ultimately ensuring fair and efficient Canadian capital markets.
• Common Pitfall: Believing SEDAR+ filing alone satisfies general disclosure. It does not. Issuers should only file their press releases to SEDAR+ after the press release crosses the wire.

4. SEDAR+ Filing & Subsequent Distribution: Completing the Process

Once the material news is disseminated through an acceptable newswire service provider, the press release must be filed with the issuer's SEDAR+ profile. Some issuers engage their lawyers to handle this filing, which typically incurs higher fees.

Newswire service providers like TMX Newsfile offer the capability of automatically filing the press release to the issuer's SEDAR+ profile immediately after it crosses the wire. This automation can streamline the process and potentially reduce associated legal costs.

TMX Newsfile

IR practitioners consistently highlight four essential factors when evaluating newswire services: distribution, regulatory compliance, technology, and service. These factors are where TMX Newsfile excels.

✓ Distribution is to a wide range of global audiences, including institutional investors via professional platforms like Bloomberg and Factset, retail investors through discount brokerages such as TD Direct Investing and RBC Direct Investing, and the broader market via financial media outlets like Yahoo Finance and the Globe and Mail. Additionally, TMX Newsfile directly reaches a targeted audience of analysts and advisors through RSS and email subscriptions, ensuring comprehensive dissemination of information has global reach and increased exposure with direct integration into global capital markets.

✓ Years of experience in managing intricate SEDAR+ and EDGAR filings ensures seamless regulatory compliance. TMX Newsfile helps companies navigate complex regulatory environments effortlessly with our robust platform, offering precise SEDAR+ and EDGAR filing capabilities. Deep expertise in both Canadian and U.S. requirements ensures flawless compliance, crucial for maintaining market trust.

✓ A leading-edge technology platform that streamlines press release, filing, and analytics management. Press releases offer multimedia integration and investor relations website connectivity. The platform delivers the reliability, efficiency, and comprehensive capabilities needed for complex capital markets communications.

✓ Round-the-clock local service and a dedicated team of capital markets specialists who understand the time-sensitive nature of public company communications.

If you're interested in learning more about TMX Newsfile and receiving a competitive quote, including a special discount for new clients, please contact us at issuer.services@tmx.com.

Thanks for taking the time to brush up on your news dissemination.