Category: Canada

Canadian fintech Mogo announced on July 2 that its board had cleared up to $50 million for staged Bitcoin purchases as a long-term treasury reserve, prompting its shares to jump 140% at market opening on the Toronto Stock Exchange.

MOGO closed July 1 priced at 1.74 Canadian dollars, worth roughly $1.28. It opened on July 2, priced at 4.18 Canadian dollars, equivalent to $3.08. The move is the largest daily increase in Mogo’s shares since 2021.

As of press time, MOGO was trading at 3.60 Canadian dollars, up roughly 107% over the past 24 hours.

The firm told investors it will fund the allocation with surplus cash and future portfolio monetizations once the WonderFi–Robinhood sale closes in the second half of 2025.

Management expects to hold approximately $50 million in cash and investments at that point. It plans to convert the balance into Bitcoin in tranches, while maintaining sufficient working capital for its lending, wealth management, and payments arms.

President and co-founder Greg Feller said the move continues a crypto strategy that began with Canada’s first retail Bitcoin account in 2018 and the firm’s initial balance sheet purchase in 2020.

Bitcoin reserve and capital benchmark

Management will now test every deployment of corporate capital, such as mergers, product investments, and share buybacks, against an internal Bitcoin hurdle rate and will reject projects expected to yield returns that lag behind the asset’s long-term return. 

Feller called the rule “a new bar for capital discipline” and framed it as a hard-coded check on incremental spending.

CEO David Feller linked the policy to Mogo’s “Warren Buffett” behavioral framework, which stresses long-horizon decisions and mental focus. 

The company will embed Bitcoin across its businesses in a “Wealth” model, consisting of a 60/40 equity and Bitcoin portfolio on the $400 million assets under management platform, and a lending arm with collateralised BTC loans aimed at lower borrowing costs.

Furthermore, an effort to explore stablecoin rails will focus on $12 billion in annual cross-border volume.

Mogo holds minority stakes in Gemini and Hootsuite, which it can liquidate to accelerate purchases. It also retains indirect exposure through a 12% stake in WonderFi, the parent of Canada’s largest independent crypto exchange.

Photo: The Canadian Press

Bombardier employees work on an aircraft in Dorval, Que., on Monday, April 14, 2025.  

Shares in Bombardier Inc. were up more than 10 per cent in early trading after announcing a firm order for 50 of its Challenger and Global aircraft combined with a services agreement.

The company valued the deal with the unidentified buyer at a total of US$1.7 billion.

Aircraft deliveries are expected to begin in 2027.

Bombardier also says the buyer, a first-time Bombardier customer, will hold 70 new aircraft purchase options.

The company says if all the purchase options are exercised, the combined aircraft and service agreements’ value would top US$4 billion.

Bombardier shares were up C$15.27 at C$133.91 in trading on the Toronto Stock Exchange.

MONTREAL – Shares in Bombardier Inc. were up more than 10 per cent in early trading after announcing a firm order for 50 of its Challenger and Global aircraft combined with a services agreement.

The company valued the deal with the unidentified buyer at a total of US$1.7 billion.

Aircraft deliveries are expected to begin in 2027.

Bombardier also says the buyer, a first-time Bombardier customer, will hold 70 new aircraft purchase options. 

The company says if all the purchase options are exercised, the combined aircraft and service agreements’ value would top US$4 billion.

Bombardier shares were up C$15.27 at C$133.91 in trading on the Toronto Stock Exchange.

This report by The Canadian Press was first published July 2, 2025.

Companies in this story: (TSX:BBD.B)

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By Molson Coors Beverage Company

MILWAUKEE – July 1, 2025 – In celebration of Miller Lite’s 50th anniversary, five Milwaukee

nonprofits have been selected as 2025 Shine a Lite grant recipients by Molson Coors Beverage Company and Light the Hoan. Now in its fifth year, the Shine a Lite program honors local organizations that are making a lasting difference in the community. Each selected nonprofit willreceive a $10,000 grant from Miller Lite to support its mission, along with the opportunity to illuminate Milwaukee’s iconic Hoan Bridge in its own colors.

“Every night that the bridge lights up, it’s a reminder of the strength and generosity within our city,” said Alison Hanrahan, community affairs manager, Molson Coors. “As Miller Lite marks its 50th anniversary, Shine a Lite is not just lighting up the skyline; we’re helping elevate the voices and causes that are shaping Milwaukee’s future.”

The 2025 Shine a Lite grants are being awarded to nonprofit organizations that align with Molson Coors’ core values and long-standing commitment to community impact. This year’s recipients were selected for their work in civic leadership, economic empowerment and sustainability.

2025 Shine a Lite grant recipients

Friends of Lakeshore State Park
Connects the community to Milwaukee’s lakefront through environmental preservation and hands-on volunteer opportunities.

BizStarts
Guides local entrepreneurs in turning ideas into thriving businesses by offering individualized coaching and access to essential tools.

Riverworks Development Corporation
Strengthens Milwaukee’s Harambee and Riverwest neighborhoods by supporting small businesses and improving public spaces.

Keep Greater Milwaukee Beautiful
Inspires environmental responsibility through education, cleanups and programs that make sustainability accessible to all ages.

Community Advocates
Offers critical support services that help Milwaukee residents overcome barriers to safe housing, mental wellness and economic stability.

“These nonprofits each have a compelling story to tell about the lasting impact they’re making in Milwaukee,” said Erika Smith, executive director, Light the Hoan. “Shining a light on them gives our entire city a chance to recognize, celebrate and rally behind their missions.”

As part of the Shine a Lite program, recipients will also be invited to a celebratory kickoff event hosted by Miller Lite. The gathering offers a chance to network with fellow grant recipients, celebrate their work, share insights and build lasting connections.

For more information about the Shine a Lite program, visit https://lightthehoan.com/shine-a-lite-program/.

About Molson Coors Beverage Company

For more than two centuries, Molson Coors has brewed beverages that unite people to celebrate all life’s moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko to our above premium brands including Madri Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy, to our economy and value brands like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While Molson Coors’ history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer, spirits like Five Trail whiskey and non-alcoholic beverages like ZOA Energy. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions. Molson Coors Beverage Company is a publicly traded company that operates through its Americas and EMEA&APAC reporting segments and is traded on the New York Stock Exchange and Toronto Stock Exchange. To learn more about Molson Coors Beverage Company, visit molsoncoors.com.

About Light the Hoan

Light the Hoan is a non-profit organization dedicated to illuminating and uniting Milwaukee. The lights on the Daniel Hoan Memorial Bridge, first lit in October 2020, celebrate the city’s resilience, creativity, and generosity.

###

TORONTO, ON / ACCESS Newswire / July 2, 2025 / Summit Royalty Corp. (“Summit”) and Eagle Royalties Ltd. (CSE:ER.CN) (“Eagle”) are pleased to announce that they have entered into a definitive amalgamation agreement (the “Amalgamation Agreement”) in respect of a reverse takeover transaction (the “RTO”), pursuant to which Summit will “go-public” by way of a reverse takeover of Eagle. In this news release, references to the “Resulting Issuer” are to Eagle after the closing of the RTO.

Transaction Particulars and the Definitive Agreement

On June 30, 2025 Eagle, Summit and a newly-formed subsidiary of Eagle (“Eagle Subco”) incorporated under the Business Corporations Act (Ontario) (the “OBCA”), entered into the Amalgamation Agreement, which provides for, among other things, a three-cornered amalgamation (the “Amalgamation”) pursuant to which (i) Eagle Subco will amalgamate with Summit under Section 174 of the OBCA to form one corporation, (ii) the securityholders of Summit will receive securities of the Resulting Issuer in exchange for their securities of Summit at an exchange ratio of five Resulting Issuer shares for each outstanding share of Summit (subject to adjustments in accordance with the Amalgamation Agreement) (the “Exchange Ratio”), and (iii) the transactions will result in a reverse takeover of Eagle, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. A copy of the Amalgamation Agreement will be available electronically on SEDAR+ ( www.sedarplus.ca ) under Eagle’s issuer profile in due course.

The Exchange Ratio implies estimated consideration of C$0.18 per Eagle share, representing a premium of 47% based on Eagle’s closing price on June 30, 2025 on the Canadian Securities Exchange.

Drew Clark, President and Director of Summit, stated: “We are excited to announce this RTO with Eagle as we move toward a public listing and the combination of two strong royalty portfolios. Eagle’s portfolio of royalties, notably including a royalty on a portion of Banyan’s 7Moz AurMac Gold Project, coupled with over 35 royalty interests predominately in Canada, will provide excellent optionality that will complement our cash-flowing portfolio. We look forward to partnering with Eagle shareholders as we work to aggressively grow our business after we close the RTO.”

Tim J. Termuende, President, CEO and Director of Eagle, stated: “We are very pleased to announce the RTO and partnership with Summit as Eagle enters this new and exciting chapter in its development. We believe that this transaction immediately unlocks value for Eagle shareholders through a significant upfront premium and look forward to becoming meaningful shareholders in the combined company. Summit’s team of experienced royalty professionals will unlock significant value for Eagle’s shareholders through the addition of Summit’s current portfolio of cash-flowing royalty and streaming assets. I’d like to thank Eagle’s shareholders and team for all of their continued efforts and support in this transaction. The transaction with Summit will accelerate the growth and development of the combined company.”

As part of the RTO, and subject to any required shareholder and regulatory approvals, Eagle will: (i) change its name to “Summit Royalty Corp.” or such other name as may be requested by Summit; (ii) change its stock exchange ticker symbol to a symbol to be determined between the parties and acceptable to the target stock exchange (the “Exchange”) on which the shares of the Resulting Issuer will trade (which may be the Canadian Securities Exchange (the “CSE”) or the TSX Venture Exchange, as may be determined by Summit); (iii) reconstitute the board of directors and management of the Resulting Issuer; (iv) continue under the OBCA following completion of the RTO; (v) adopt a new equity compensation plan; (v) change its auditor; and (vi) if requested, consolidate its issued and outstanding shares at a consolidation ratio to be agreed between the parties (the “Consolidation”).

Eagle intends to call an annual and special meeting of its shareholders to approve various corporate actions and seek approval of the RTO, which will result in a Fundamental Change (as defined in the policies of the CSE), by at least a majority of its shareholders pursuant to the policies of the CSE. In support of the RTO, all the directors and officers of Eagle, representing approximately 22% of the outstanding common shares of Eagle have entered into voting support agreements with Summit in support of the RTO (the “Eagle Support Agreements”). In addition, all of the directors and officers and certain shareholders of Summit representing approximately 78% of the outstanding common shares of Summit have entered into voting support agreements with Eagle in support of the RTO (the “Summit Support Agreements”, together with the Eagle Support Agreements, the “Support Agreements”).

The Amalgamation Agreement was negotiated at arm’s length between representatives of Eagle and Summit. The board of directors of each of Eagle and Summit determined that the RTO is fair to the shareholders of Eagle and Summit, respectively.

The common shares of Eagle will remain halted pending further filings with the Exchange.

The Resulting Issuer is expected to be owned approximately (i) 80% by current shareholders of Summit, (ii) 20% by the current shareholders of Eagle, after giving effect to the RTO and without taking into account the effect of any financings before completion of the RTO.

The full particulars of the RTO, the material properties of the Resulting Issuer, and the Resulting Issuer will be described in the management information circular of Eagle (the “Circular”), which will contain the information required pursuant to listing statement requirements under the policies of the Exchange. A copy of the Circular will be available electronically on SEDAR+ ( www.sedarplus.ca ) under Eagle’s issuer profile in due course.

Completion of the RTO is subject to a number of conditions, including, but not limited to, Exchange acceptance and required shareholder approvals of Eagle and Summit. There can be no assurance that the RTO will be completed as proposed or at all. The completion of the RTO is also subject to other customary conditions for a transaction of this nature.

Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Eagle should be considered highly speculative.

Neither Exchange has in any way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this news release.

Attributes of the Resulting Issuer

The formation of the Resulting Issuer creates a public Canadian junior royalty and streaming company focused on precious metals. Following the completion of the RTO, the Resulting Issuer is anticipated to own interests in the following key assets:

• Bomboré Silver Stream (Ganzourgou Province, Burkina Faso) – a 50% silver stream on the operating Bomboré Mine owned and operated by Orezone Gold Corporation;

• Pitangui Royalty (Minas Gerais, Brazil) – an $80/oz production royalty on the first 250 Koz of gold sold, and a 1.5% NSR royalty thereafter on the Pitangui project currently under development by Jaguar Mining Inc.;

• AurMac Gold Project (Yukon, Canada) – a 0.5% to 2.0% NSR on the AurMac Gold Project operated by Banyan Gold Corp.;

• Zancudo Royalty (Titiribi, Colombia) – a 0.5% NSR royalty on the operating Zancudo Mine owned and operated by Denarius Metals Corp.; and

• Lavras do Sul Royalty (Rio Grande do Sul, Brazil) – a 3.0% NSR royalty on the over 5,000 Ha Lavras do Sul project owned by Lavras Gold Corp.

It is anticipated that the Bomboré Silver Stream and the Pitangui Royalty will be the only material interests in a mineral project of the Resulting Issuer, for purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects , following the completion of the RTO.

Board and Management Composition and Biographies

The Board of Directors of the Resulting Issuer is expected to include Andrew Clark, Jerrold Annett, Steven Eddy, Russell Mills and Blair Zaritsky.

Management of the Resulting Issuer is expected to include Andrew Clark (President, Chief Executive Officer and Director) and Connor Pugliese (Vice President, Corporate Development).

The following are biographies of the currently proposed directors and senior officers of the Resulting Issuer:

Drew Clark, CFA | President, Chief Executive Officer & Director: Drew is currently the President and Director of Summit. Drew has completed over $300 million of royalty deals through more than 30 transactions over the last 12 years. He was most recently VP of Corporate Development and first employee hired at Metalla Royalty & Streaming (TSX:MTA), where he was vital in helping to grow the company’s portfolio from 18 to 100+ royalties and streams. He was previously VP Corporate Finance at a boutique investment bank and held other senior corporate development roles at Carlisle Goldfields and Premier Royalty, acquired by Alamos Gold and Sandstorm Gold, respectively. Drew started his career in equity research, becoming a published analyst prior to joining the issuer side in 2012.

Jerrold Annett, P.Eng. | Director: Jerrold has over 30 years of mining and capital markets experience, most recently as Senior Vice President, Strategy & Capital Markets at Capstone Copper. He has over a decade of mining sales experience, including nine years as head of mining sales at Scotiabank, a position he left to join Arizona Mining, which was acquired for $1.6 billion in cash. A professional engineer by background, Jerrold started his career working for Teck Resources and Falconbridge as a metallurgist.

Steven Eddy | Director: Steven most recently served as a Senior Vice President, Business Development, at IAMGOLD, where he led several enterprise-defining initiatives, including securing a joint venture partner and restructuring a gold development project exceeding $1 billion in capital. He has successfully executed over $900 million in acquisitions and $2.4 billion in divestitures, managing end-to-end deal processes involving strategic asset sales, joint ventures, and international negotiations.

Russell Mills, CFA, MFin. | Director: Russell is currently a Partner at Mills Dunlop Capital Partners (“MDCP”), a boutique investment banking firm. He has nearly 20 years of experience advising mining companies, including recently as Managing Director, Investment Banking at a Toronto based Investment Bank for 10 years before becoming a Partner with MDCP. He has significant experience with executing complex merger and acquisitions and sophisticated equity transactions.

Blair Zaritsky, CA, CPA | Director: Blair is currently CFO of Osisko Metals (TSXV:OM) and was the founding CFO of Osisko Mining (formerly, TSX:OSK), advancing the company from its go-public event to its all-cash acquisition by Gold Fields for over C$2.1 billion. Blair has raised over C$1.0 billion and completed over ten public M&A transactions during his 13-year tenure. Blair has also sat as audit chair on multiple boards throughout his career.

Connor Pugliese | Vice President, Corporate Development: Connor is currently Vice President, Corporate Development at Summit. Connor is a corporate development professional with a strong background in finance and the mining sector. Before joining Summit, he worked at Redwood Materials, supporting the company’s growth in the sustainable battery materials space. Prior to Redwood, he spent over four years at Triple Flag Precious Metals, where he helped execute over $1B in royalty and streaming deals. Connor began his career in investment banking, advising on M&A and capital markets transactions across the metals and mining sector.

Advisors

Bennett Jones LLP is legal counsel to Summit and Haywood Securities Inc. is financial advisor to Summit. McLeod Law LLP is legal counsel to Eagle.

About Eagle Royalties Ltd.

Eagle Royalties benefits from maintaining a strong treasury and holds a diverse portfolio of over 35 royalty interests in western Canada. Target commodities subject to royalties include a broad spectrum including critical metals, precious metals and industrial minerals. Its flagship royalty is associated with the AurMac Project located in Yukon, operated by Banyan Gold Corp. Eagle Royalties holds royalty interests ranging from 0.5% to 2% on claims that contain a significant portion of AurMac’s inferred gold resource located at the Powerline and Airstrip deposit areas. Eagle Royalties also holds royalty interests on a number of historical base metal deposits located in Western Canada.

About Summit Royalty Corp.

Summit is a private precious metals streaming and royalty company with an aggressive growth trajectory. Summit’s current portfolio is backstopped by cash flow production with additional expansion and exploration upside. Summit intends to rapidly expand to be the next mid-tier streaming and royalty company through a series of actionable and accretive acquisitions which, given Summit’s size, can have an outsized effect on its production and cash flow growth. Summit currently has no debt and sufficient cash on-hand for use in future acquisitions.

ON BEHALF OF THE BOARD OF DIRECTORS OF EAGLE ROYALTIES LTD.

Tim J. Termuende

President, Chief Executive Officer and Director

Eagle Royalties Ltd.

For more information contact:

Mike Labach, Business Development Officer

1 866 HUNT ORE (486 8673)

ON BEHALF OF THE BOARD OF DIRECTORS OF SUMMIT ROYALTY CORP.

Drew Clark

President and Director

Summit Royalty Corp.

For more information contact:

Connor Pugliese, Vice President of Corporate Development

connor@summitroyalty.com

Forward-looking Statements

Certain statements contained in this news release may be deemed “forward‐looking statements” within the meaning of applicable Canadian securities laws. These forward‐looking statements, by their nature, require Eagle and Summit to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward‐looking statements are not guarantees of performance. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward‐looking statements. Information contained in forward‐looking statements, including with respect to the ability to satisfy or waive on satisfactory terms any conditions to the completion of the RTO (including but not limited to any required regulatory and shareholder approvals), ability to complete the RTO (if at all), the anticipated listing of the Resulting Issuer shares on the Exchange, anticipated benefits of the RTO (including anticipated synergies from combining Summit and Eagle’s royalty portfolios and value for shareholders and impact on cash-flow), the expected premium to be realized by Eagle shareholders, the impact of Summit’s experienced team, expected ownership of the Resulting Issuer, and the expected growth, expansion and development of Summit and the Resulting Issuer (including potential actionable and accretive acquisitions), and ability for Summit to become a mid-tier streaming and royalty company are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, current information available to the management of Eagle and Summit, as well as other considerations that are believed to be appropriate in the circumstances. Eagle and Summit consider their respective assumptions to be reasonable based on information currently available, but caution the reader that their assumptions regarding future events, many of which are beyond the control of Eagle and Summit, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect Eagle and Summit, and their respective businesses.

For additional information with respect to these and other factors and assumptions underlying the forward‐looking statements made in this news release concerning Eagle, see the section entitled “Risks and Uncertainties” in the most recent management discussion and analysis of Eagle which is filed with the Canadian securities commissions and available electronically under Eagle’s issuer profile on SEDAR+ ( www.sedarplus.ca ). The forward‐looking statements set forth herein concerning Eagle and Summit reflect management’s expectations as at the date of this news release and are subject to change after such date. Eagle and Summit disclaim any intention or obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

The Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE: Eagle Royalties Ltd.

View the original

press release

on ACCESS Newswire

A Canadian company with an international reach in sustainable engineering and environmental consulting has bought Christchurch-headquartered engineering firm Cosgroves.

The Toronto Stock Exchange and New York Stock Exchange-listed Stantec paid an undisclosed sum for its latest acquisition.

Cosgroves has more than 90 staff across New Zealand and works with clients, architects, project managers and other professionals in consulting engineering on private and public building projects such as the redevelopment of the Christchurch Town Hall.

Stantec said the addition of Cosgroves would expand its buildings engineering capabilities in New Zealand, particularly in fire engineering, electrical, mechanical, hydraulics, buildings sustainability, and civil expertise.

Cosgroves was expected to support Stantec’s growth in healthcare, advanced manufacturing and data centres.

The acquisition will increase Stantec’s market presence in New Zealand by about 10%, to more than 900 staff.

Stantec president and chief executive officer Gord Johnston said bringing Cosgroves onboard would diversify its offerings and reinforce its position among top-ranked firms in New Zealand.

“Our two firms have shared values and a history of working together, and our complementary strengths will support our strategic plan in a key region we’ve identified as a core area for growth.”

The combined Cosgroves and Stantec team sees itself nicely positioned to make the most of increased public funding in healthcare in the next decade, and to increase market share in New Zealand and Australia.

Cosgroves founding director Brady Cosgrove said the company had delivered reliable, sustainably focused services for nearly 30 years and was now facing an exciting opportunity for growth.

Stantec said it had experienced strong business growth in New Zealand in the water, transportation, and government sectors and expanded its regional footprint with the acquisition of Cardno, Traffic Design Group (TDG), and MWH.

In 2019 Stantec bought Australian buildings engineering firm Wood & Grieve Engineers.

Cosgroves has provided consulting engineering services for projects such as the Rutherford Regional Science and Innovation Centre at the University of Canterbury, Invercargill Central central business district redevelopment, Manukau Health Park, Christchurch Hospital’s outpatients building and the development of the Court Theatre.

tim.cronshaw@odt.co.nz

Canada and North America’s first spot XRP exchange-traded fund (ETF), launched by Purpose Investments, is showing signs of strength following a choppy debut.

Trading on the Toronto Stock Exchange (TSX), the fund surged 11.89% on June 30, closing at $10.63. Over the past five days, the ETF has gained 6.19%, and since its inception on June 18, it is up 7.37%.

This resurgence comes despite the underlying XRP cryptocurrency struggling to break through key resistance levels. The ETF had initially mirrored the broader weakness in XRP, but appears to be decoupling somewhat in recent sessions.

The product is only the second spot XRP ETF globally, following Brazil’s Hashdex XRP offering. Purpose Investments charges a management fee of 0.69%, capped at 0.89%, with any cost savings passed on to investors. 

Notably, Canadian residents can hold the ETF in tax-advantaged accounts such as TFSAs and RRSPs, making it an attractive vehicle for diversified crypto exposure.

U.S. next to approve XRP ETF? 

While the Canadian and Brazilian launches have had limited impact on XRP’s global price so far, bigger developments could be on the horizon.

The U.S. Securities and Exchange Commission (SEC) recently requested public input on spot XRP and Solana ETF proposals from Franklin Templeton and WisdomTree.

If approved, these products would be listed on Cboe’s BZX Exchange, potentially unlocking significant institutional participation and liquidity, marking the first such offering just south of the Canadian border.

XRP price analysis

Meanwhile, XRP’s price action continues to lag. At press time, the token was trading at $2.20, up 1% in the past 24 hours, but only 0.8% higher over the week.

The key challenge remains a decisive break above the $2.25 resistance level, which could pave the way for a push toward $2.50.

Featured image via Shutterstock

The TSX Venture Exchange (TSXV) has announced updates to its policy on escrow and resale restrictions. The immediately effective updates amended and renamed Policy 5.4 – Capital Structure, Escrow and Resale Restrictions (New Policy 5.4), which applies to new listings on the TSXV (New Listings), which include initial public offerings (IPOs), reverse takeovers (RTOs), changes of business (COBs) and qualifying transactions (QTs).

Significant updates include:

1. Expanding ways to demonstrate acceptable capital structure: The New Policy 5.4 provides more ways for an issuer to demonstrate acceptable capital structure when seeking approval for a New Listing.
2. Eliminating the delayed escrow release schedule for Surplus Securities held by principals: Under the New Policy 5.4 principals’ securities will be escrowed and released consistent with the release schedules set out in NP 46-201 – Escrow for Initial Public Offerings (NP 46-201). This does not change the overall duration of the escrow release but removes the prior differences in weighting of the release throughout the term based on valuation of the securities.
3. Simplifying the seed share resale restrictions (SSRRs): The New Policy 5.4 simplifies the resale restrictions for seed shares held by non-principals. Securities subject to SSRRs will have a hold period of one year, with 20 percent released every three months starting from the date the TSXV issues its bulletin confirming final acceptance of the New Listing transaction (Bulletin Date).

TSXV New Policy 5.4

Expanding Ways to Demonstrate Acceptable Capital Structure

New Policy 5.4 illustrates different ways for an issuer to demonstrate acceptable capital structure to the TSXV when seeking approval for a New Listing:

• Contemporaneous equity financing: Involving the issuance of at least 10 percent of issued and outstanding shares or C$5M gross proceeds.
• Appraisal or valuation: A report prepared by a prescribed appraiser which supports at least 50 percent of the consideration.
• Expenditures: For an asset, incurred within the last five years and supporting at least 50 percent of the consideration.
• Net tangible assets of the target company: Equal to at least 50 percent of the consideration.
• Operating cash flow of the target company: 10x the average annual cash flows from operations before working capital adjustments, equal to at least 50 percent of the consideration.
• Securities issued by the target company: At least 50 percent of outstanding equity securities of the target company issued (1) at or above prices that would constitute the discounted market price of the issuer’s shares or (2) at prices that are at least 50 percent of the current market price of the issuer’s shares and issued at least twelve months before a news release announcing the New Listing transaction.
• Current listing: The issuer has been listed and trading on a recognized stock exchange for at least one year (and has completed no reverse takeover, qualifying transaction, change of business, or similar transaction in that period).
• Initial public offering: The New Listing involves an IPO that includes a financing.

Each of the above methods includes specific additional criteria, adjustments or exclusions as set out under New Policy 5.4.

If an issuer is unable to demonstrate an acceptable capital structure in one of the ways set out under New Policy 5.4, the issuer is also able to request a pre-filing conference to discuss alternatives with the TSXV.

Eliminating the Delayed Escrow Release Schedule for Surplus Securities Held by Principals

A significant update in New Policy 5.4 is the elimination of the bifurcated escrow release schedule for securities held by principals of the issuer based on underlying consideration received for the securities.

Previously, the TSXV imposed a delayed release schedule for Surplus Securities—generally, securities issued with a deemed value that does not reasonably correspond to the value of the asset, property, business, indebtedness, or service for which they were issued—in connection with New Listings that are not IPOs. In contrast, Value Securities—generally, securities issued pursuant to a transaction with a deemed value that reasonably corresponds to the value of the asset, property, business, indebtedness or service for which they were issued—followed the NP 46-201 release schedule. New Listings that were IPOs also followed the NP 46-201 escrow requirements.

Under the New Policy 5.4, unless an exemption applies, all principals’ securities will be escrowed and released consistent with the escrow release schedules set out in NP 46-201, being: (1) eighteen months for established issuers (or TSXV Tier 1 issuers), or (2) three years for emerging issuers (or TSXV Tier 2 issuers):

The elimination of the Surplus Security concept does not change the overall duration of the escrow release but removes the prior differences in release percentages throughout the term based on valuation of the securities.

Principals’ securities include securities outstanding upon completion of a New Listing transaction, those that will be issued subsequently in connection with a New Listing transaction, and securities transferred from a principal within six months before a listing application.

Simplifying the Seed Share Resale Restrictions

New Policy 5.4 also simplifies the hold period restrictions for seed shares (securities issued before a New Listing) held by non-principals.

Unless an exemption applies, securities will be subject to SSRRs if they were issued or are convertible at:

• less than the lesser of C$0.05 and 50 percent of the Transaction Price (as defined under New Policy 5.4);
• less than 25 percent of the Transaction Price, if issued within twelve months before the TSXV conditional acceptance of the transaction; or
• less than 50 percent of the Transaction Price, if issued within three months before the TSXV conditional acceptance of the transaction.

Securities subject to the SSRRs will have a hold period of one year, with 20 percent being released every three months starting from the Bulletin Date.

The issuer is required to either legend the certificates representing securities subject to SSRRs or require holders of securities subject to SSRRs to enter into a pooling agreement with the issuer’s transfer agent which contains such restrictions.

Comparison to CSE Policies

Acceptable Capital Structure

The Canadian Securities Exchange (CSE) requires an issuer’s capital structure to be acceptable to the CSE under CSE Policy 2–Qualifications for Listing (CSE Policy 2) as a prerequisite to listing its securities on the CSE but does not provide the same illustrative categories as under TSXV New Policy 5.4.

Escrow Release for Securities Held by Principals

The CSE generally requires securities issued to Related Persons (an equivalent concept to principals under TSXV policies) to be subject to an escrow agreement under NP 46-201. Generally, the same release schedules under NP 46-201 would apply as for securities held by principals under the TSXV.

Seed Share Restrictions for Non-Principals

The CSE prescribes certain requirements for ‘builder shares’, which are generally securities issued or convertible at less than C$0.02 per security, or to related persons in certain circumstances involving valuation concerns. This is similar to the concept of seed shares under the TSXV, but is a narrower concept tied to valuation rather than valuation and time of issuance.

Unlike the TSXV’s SSRRs, the CSE does not prescribe equivalent resale restrictions for builder shares. CSE rules around builder shares relate to permitted capital structure. CSE Policy 2 restricts the ratio of builder shares permitted in the capital structure of an issuer undergoing a new listing or following a fundamental change.

Builder shares under the CSE may be subject to escrow in a narrow issuer category, for mineral exploration companies approved for listing with reduced minimum amounts for qualifying expenditures and a first phase budget. In this scenario, the initial release from escrow is subject to CSE approval but must be after public announcement of the results of the first phase exploration program.

Key Takeaways

TSXV New Policy 5.4 provides issuers with greater clarity for demonstrating an acceptable capital structure for a New Listing and streamlines the escrow release schedule for principals’ securities and the resale restrictions for seed shares held by non-principals.