TORONTO, October 19, 2012 Gold World Resources Inc. (TSXV: GDW) (the "Company") is pleased to announce a non-brokered private placement (the “Offering”) of up to 13 million units at a price of $0.025 per unit.......The Offering is being made pursuant to TSXV Bulletin dated August 17, 2012, which provides for temporary relief from certain pricing requirements. The net proceeds of the financing will be used to maintain the Company’s assets, for debt repayment and working capital purposes that meet the criteria established by the TSX
This bulletin states:
Financial Hardship/Use of Proceeds:
The Issuer must demonstrate to the satisfaction of TSXV that it is subject to immediate or imminent financial hardship and that it does not have the time or resources to complete a share consolidation prior to closing the Private Placement. (NOTE: In the absence of being able to demonstrate this, TSXV would expect the Issuer to complete a share consolidation and subsequently conduct a Private Placement with an offering price of not less than $0.05 in accordance with existing policy requirements and not in reliance upon the Relief Measures.)
The term “serious financial difficulty” is not defined, but the TSX will generally defer to the company’s independent directors to make this determination. Advice from experienced counsel on the operation of this exemption is recommended to ensure a successful outcome.
The TSX requires companies using this exemption to issue a press release at least five business days in advance of the closing of the transaction, disclosing the material terms of the transaction and that the listed issuer has relied upon this exemption. This press release must be pre-cleared with the TSX and is designed to give the market a specific window of advance notice of the completion of the transaction.
Companies should also be aware that the TSX’s policy is to place a company relying on the financial hardship exemption on review as to continued listing and issue a press release to this effect. Accordingly, reliance on this exemption should not be taken lightly as it has very specific practical and public consequences.
I have not seen that news release from GDW's board of directors that it is under review as to continued listing. We should all perhaps do some due dilegence to see if GDW is in fact relying on the financial hardship exemption of this bulletin as it certainly has serious implecations on risk factors involved in owning this stock. Shareholders should demand the right to timely release of all material facts.