Quebec Introduces Minimum Mining Taxes

On May 6, 2013, the Government of Quebec unveiled its new mining tax regime. Starting in 2013, all mining operations will be required to pay a royalty or a tax on profits, whichever is greater under Quebec’s new mining tax regime. From now on, all mine operators active in Québec will have to pay a minimum royalty to the Government applied to the value of the ore extracted at the mine shaft head. To take the situation of smaller operations into account and make it easier to start a mining project, the royalty rate will be set at 1% for the first $80 million of ore extracted. For the excess, the rate will be 4% of the value of ore extracted. This royalty does not consider whether the operation is profitable. Also, this royalty tax does not permit deductions for other royalties that may also be payable on the same ore extracted. ... View full post

Regulation FD Applies to Disclosure made through Social Media Channels

On April 2, 2013 the United States Securities and Exchange Commission (“SEC”) published a report of its investigation on whether Netflix, Inc. (“Netflix”) and its Chief Executive Officer, Reed Hastings (“Hastings”), violated Regulation FD and Section 13(a) of the Securities Exchange Act of 1934 when on July 3, 2012, Hastings announced on his personal Facebook page that Netflix had streamed 1 billion hours of content in the month of June. Though the SEC did not pursue enforcement action in the matter, it clarified in its report that Regulation FD applies to issuer communications and disclosures through social media channels, and that SEC’s Commission Guidance on the Use of Company Web Sites, Release No. 34-58288 (Aug. 7, 2008) (the “Guide”) also applies to corporate disclosures made through social media channels. The report also suggests that Regulation FD and the Guide apply to “push” technologies, such as email alerts and RSS feeds, and “interactive” communication tools, such as blogs. ... View full post

Temporary relief from certain private placement pricing requirements

In a Bulletin dated April 12, 2013, the TSX Venture Exchange extended a program providing for temporary relief from certain private placement pricing requirements until August 31, 2013. These temporary measures will permit, in limited circumstances, an issuer listed on the TSX Venture Exchange to price a share/unit offering at an offering price below $0.05, to offer a convertible debenture with a conversion price below $0.10 and to offer a warrant with an exercise price below $0.10. ... View full post

Ontario Court Confirms Binding Nature of Bought Deal Engagement Letters

The Ontario Superior Court of Justice (Commercial List) recently confirmed the binding nature of bought deal engagement letters when it awarded a judgment of $16,042,669 plus interest and costs in favour of Stetson Oil & Gas Ltd. (TSXV: SSN), a junior oil and gas exploration company, and against Thomas Weisel Partners Canada Inc. (now Stifel Nicolaus Canada Inc.) (“Weisel”), an investment bank and a securities dealer, for Weisel’s failure to close a bought deal private placement pursuant to an engagement letter with Stetson. ... View full post

SEC Provides Guidance on Using Social Media for Corporate Communication

The United States Securities and Exchange Commission (the “SEC”) issued a report following an investigation into the use of social media, such as Facebook and Twitter, for corporate communication. The report clarifies that public companies can use social media to disseminate corporate information without violating Regulation FD if they take steps sufficient to inform the market of the social media channels that they intend to use to disseminate the information. ... View full post