Download treasury direction - Olympia Trust Company

TREASURY DIRECTION
Olympia Trust Company
Corporate & Shareholder Services
2300, 125 – 9th Avenue S.E.
Calgary, Alberta T2G 0P6
Dear Sirs:
You are hereby authorized and directed to hold to the order of or to issue certificates for Common
shares in the capital stock of ___________ (the “Company”), to the following person(s) or firm(s) for
the number of shares set opposite their name(s). We certify that the Company has received the full
consideration and that the shares are therefore validly issued as fully paid and non-assessable.
And we also certify that the said allotment and issuance hereunder constitutes the first transaction
having an effect of creating ownership, control, or the right to receive such shares.
Furthermore, we also certify that this Treasury Direction adheres to the requirements as set out in
the Company’s By-Laws and any and all applicable statutes and regulations. These shares have
been issued pursuant to __________________.
Following this issue, there will be
outstanding.
Common shares of the Company issued and
The TSX Venture Exchange acceptance of the application for reservation of these shares was
obtained on
– Exchange File #
.
The wording of the following legend required by applicable securities law or by Policy 3.2 of the
TSX Venture Exchange is to be imprinted on the face of the certificate (or if the face of the
certificate has insufficient space, on the back of the certificate with a reference on the face of the
certificate to the legend):
“Without prior written approval of the TSX Venture Exchange and compliance with all applicable
securities legislation, the securities represented by this certificate may not be sold, transferred,
hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or
otherwise in Canada or to or for the benefit of a Canadian resident until (insert date: see TSX
Venture Exchange Policy 3.2)”.
Dated this
day of
, 20__.
COMPANY NAME
Signature of Authorized Officer
Signature of Authorized Officer
Name & Title (please print)
Name & Title (please print)
TREASURY DIRECTION
Registration
Name & Address
Delivery
Instructions
Issue Price
Per Security
$
TOTAL
Number of
Common Shares
NOTES FOR TSX VENTURE LISTED COMPANIES
Fully Paid and Non-Assessable

Prior to issuing and releasing any securities, the company must have received full value for the securities in cash
or in-kind as approved by the Board of Directors.

Olympia will not issue any securities if, to their knowledge, the securities are not fully paid.
Compliance with Company By-Laws and any and all applicable statutes and regulations

All securities issued by a company must be issued in accordance with the by-laws of the company, corporate
statutes, securities laws and Exchange regulations.

The Company’s by-laws and Board Resolutions determine who has the ability to execute treasury directions on
behalf of the company.
o Olympia will not issue securities if the corporate by-laws require two authorized signing officers and only
one has executed the treasury direction.
o Prior to the issuance of any securities, Olympia will verify the signatures of the authorized signing
officers against the Certificate of Incumbency that is on file.
o Olympia will not issue securities wherein the treasury direction instructs Olympia to register the
securities to the same person that is executing the treasury direction.
o Olympia will not act on a treasury direction that is future-dated, or back-dated greater than 14 days.
TSX Venture Exchange Requirements (Policy 3.2 Article 5)

As transfer agent for the Company, Olympia is required to provide a copy of all treasury directions to the TSX
Venture Exchange within five business days of the issuance of the securities.

Securities issued under an Exchange hold period must bear a legend in prescribed form. Olympia requires all
treasury directions to contain a statement as to the nature of the transaction creating the securities so that
Olympia has comfort that the securities are being issued in compliance with Exchange resale restrictions.

All treasury directions must be executed by two authorized signing officers of the Company not withstanding the
Company by-laws permitting one signing officer to execute treasury directions.
Hold Periods & Legends

Securities that are issued under a Canadian prospectus exemption normally bear a legend which restricts the
resale of the securities for a period of four months and a day from the date of distribution.

Olympia requires all treasury directions to contain a statement as to the nature of the transaction creating the
securities so that Olympia has comfort that the securities are being issued in compliance with Canadian
securities regulations.
Canadian Company Issuing Shares to a U.S. Resident

If a Canadian company issues shares to a U.S. resident, Olympia will request a legal opinion stating that the
shares are validly issued; that the securities are registered with the Securities & Exchange Commission; and that
the SEC has issued a Notice of Effectiveness.

If a legal opinion cannot be provided as to the registration with the SEC and the date of the Notice of
Effectiveness, Olympia will request the Issuer to provide the appropriate language for the resulting legend under
SEC Rule 144 or SEC Rule 905.
US Company Issuing Shares

If a US company issues shares, Olympia will request a legal opinion stating that the shares are validly issued;
that the securities are registered with the Securities & Exchange Commission; and that the SEC has issued a
Notice of Effectiveness.

If a legal opinion cannot be provided as to the registration with the SEC and the date of the Notice of
Effectiveness, Olympia will request the Issuer to provide the appropriate language for the resulting legend under
SEC Rule 144 or SEC Rule 905.
Registration (Name & Address)

Full names and addresses must be provided and the registrations must comply with the registration standards
set by the Security Transfer Association, Inc. and the Security Transfer Association of Canada.

Olympia may delay the issuance of securities if it is unable to promptly obtain additional information required
meet the registration standards.
Delivery Instructions

All securities issued and delivered by First Class Post, Registered Mail, courier or hand-delivered by a
representative of Olympia are insured for replacement should the security be lost in transit.
Issue Price Per Security
 Certain jurisdictions require transfer agents to record the Issue Price of the Security for regulatory reporting, tax
and other purposes.