RE:RE:RE:Question for developbc, MTGMostly true. But it's a little more complicated than that, as it's two different issues there:
First issue: the purchase of warrants... they are basically instantaeous, as Develop posted. Peter would be buying net new shares from the company directly, not buying from the market at large. And they are unaffected by news release intentions. Especially since their expiry dates were long known.
However, insider selling of shares are a separate issue altogether, and there are rules in place regarding what can and can't occur around material news at time of sales.
To explain...
Under Canadian securities laws, insiders are generally restricted from trading in their company’s securities when in position of "material non-public information" (aka MNPI).
Obviously, this creates a challenge for insiders when they need to sell for legit reasons.
So the regulator came up with what's known as an "automatic securities disposition plan (ASDP), which are meant to somewhat absolve the seller of responsibility in this area, by allowing insiders to avail themselves of an exemption from insider trading prohibitions and liability, under a subsection in the act that outlines criteria for such trades.
Specifically, in Ontario, subsection 175(2)(b) of the Securities Act, General Regulation exempts insiders from insider trading prohibitions and liability under the Act, provided insiders sell via automatic plan administered by another person, as long as that plan was entered into by the insider prior to obtaining any material non-public information (MNPI).
Source quote: "(b) the purchase
or sale was made pursuant to participation in an automatic dividend reinvestment plan, share purchase plan
or other similar automatic plan that was entered into by the person or company prior to the acquisition of knowledge of the material fact or material change;"
Source: https://www.ontario.ca/laws/regulation/901015 However, the regulator gets questioned constantly about how far this exemption extends. So, the regulator has made major clarifications on a few occasions.
The first, almost 15 years ago, was to state (among other things) that the exemption is allowed if the automatic plan is indeed automatic, and conducted by an independent outsider with no influence from the insider.
Source: June 2006 OSC Clarification:
https://www.osc.ca/en/securities-law/instruments-rules-policies/5/55-701/osc-staff-notice-55-701-automatic-securities-disposition-plans-and-automatic-securities-purchase The most recent major clarification came in December of 2020, and it added, among other things, that the ADSP notice had to establish a term for the ASDP that is sufficiently long to reduce the risk of potential use of material non-public information. Hence why they've included a selling period of two or three weeks within the recent PYR ADSPs. For larger sales blocks, companies will often indicate many months if no an entire year in advance of a sale.
More importantly, the recent clarification states that the insider has to certify, to the broker/dealer involved in the ASDP (ie the trader making the sales trades on Peter's behalf), that to the insider’s knowledge, the insider is not in possession of any material information AT THE TIME OF ENTERING INTO THE SHARE DISPOSITION PLAN.
Source: December 2020 OSC Clarification:
https://www.osc.ca/en/securities-law/instruments-rules-policies/5/55-317/csa-staff-notice-55-317-automatic-securities-disposition-plans So... as of the Form 45 today and perhaps if an early warning report amendment comes out in the next day or two that might include an ASDP with terms, Peter has to have declared that he has no knowledge of material non-public information as of that very moment.
After that though, all bets are off, and news can likely occur if it appears organically after such time as Peter declared he was in possession of no such news.
Further reading:
January 2021 Legal Guidance on this Issue:
https://www.stikeman.com/en-ca/kh/canadian-securities-law/csa-provide-new-guidance-on-automatic-securities-disposition-plans
Full PDF of the OSC regs on ASDPs:
https://www.osc.ca/sites/default/files/2021-03/csa_20201210_55-317_automatic-securities-disposition-plans.pdf TheShare wrote: Ok developbc
that means probably no influence of NRs?
Thx