When an IR provider gets disclosure wrong, the regulator does not write to the provider. It writes to you — the issuer. Three rules carry almost all of that exposure for a small-cap: TSX Venture Policy 3.4, the British Columbia promotional-activity regime (BCI 51-519 context), and SEC §17(b). Here is what each actually requires, and the red flags that say your current arrangement is creating exposure you have not been told about.
This page is general information about publicly available rules, not legal advice, and it is not a substitute for your securities counsel. Rules change; verify the current text with the exchange, the commission and your lawyer before acting.
What it requires. A TSXV-listed issuer that retains anyone to perform investor-relations or promotional activity must file the arrangement with the Exchange — in practice a Form 3C (Investor Relations / Promotional Activity Notice) — before the activity begins, together with the written agreement. Compensation must be disclosed, and there are hard limits on its form: an IR provider is not to be paid in a way that ties its fee to share price, trading volume or the success of a financing. Securities-based compensation is constrained and separately reviewed. Material changes to the arrangement, and its termination, are also reportable. Beyond the filing itself, all promotional material the provider issues on the issuer's behalf must identify that it is issued by or on behalf of the issuer, must be factual and balanced, and must not contain unsupported claims about future value.
Why it matters to you. The filing obligation sits on the issuer. A vendor that "handles the paperwork" and does not is not the party the Exchange halts.
What it addresses. British Columbia's promotional-activity framework targets the gap between marketing and disclosure. The through-line: promotional material distributed by or on behalf of an issuer must not be misleading, must be balanced against the risks, must not selectively present favourable information the issuer's continuous disclosure does not support, and must make the promotional relationship and the compensation behind it visible to the reader — not merely filed somewhere. Where an issuer or someone acting on its behalf conducts promotional activity, the expectation is that the activity is identified as such and is traceable back to disclosure the issuer has actually made. The BCSC has been explicit that it will look through a third-party promoter to the issuer that engaged it.
Why it matters to you. "It was the agency's newsletter, not ours" has not been an effective answer. If it went out on your behalf, it is your promotional activity.
What it requires. It is unlawful to publish, give publicity to, or circulate any communication that describes a security for consideration received or to be received from an issuer (or an underwriter or dealer) without fully disclosing that consideration and its amount. Three things trip issuers up. First, "consideration" is broad — cash, shares, warrants, options, expenses, anything of value. Second, the disclosure must state the amount, not merely that compensation exists: "we may be compensated" is not compliance. Third, it attaches to the communication itself — the article, the video, the post, the email — so the disclosure must ride with the content wherever it is republished, not live only on a terms page.
Why it matters to you. §17(b) reaches OTC and Nasdaq-quoted issuers and the people paid to write about them. Historic enforcement has hit both the promoter and the issuer that funded the campaign.
Run these against whoever is doing your investor relations today — including us. Any one of them is worth a direct question.
See Disclosure and Financial Warnings for the full statement.
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