Toronto, Ontario--(Newsfile Corp. - February 4, 2022) - CNSX Markets Inc. ("CNSX"), owner and operator of the Canadian Securities Exchange ("CSE"), today announced that the Corporate Governance Committee of the CNSX Board of Directors ("CNSX Board") has waived section 1(b)(viii) of CNSX's Ontario Securities Commission ("OSC") Recognition Order ("RO") with regards to the selection of Michael Bluestein as a candidate for membership of CNSX's Board:
Schedule 2
Term and Conditions Applicable to CNSX
1(b) For the purposes of this Schedule, an individual is independent if the individual is "independent" within the meaning of section 1.4 of National Instrument 52-110 Audit Committees, as amended from time to time, but is not independent if the individual:
[…]
(viii) is a director that was nominated, and as a result appointed or elected, by a significant shareholder;
[…]
Specifically, pursuant to CNSX's RO, an individual that falls within the scope of s. 1(b)(viii) does not qualify as an independent director unless:
- the Nominating Committee (in this case, the Corporate Governance Committee which performs the functions of the Nominating Committee) waives the restriction;
- the individual being considered does not have, and has not had, any relationship with a CNSX shareholder that could, in the view of the Corporate Governance Committee, having regard to all relevant circumstances, be reasonably perceived to interfere with the exercise of their independent judgement as a director of CNSX;
- the OSC does not object to the use of the waiver; and
- CNSX publicly discloses the use of the waiver with reasons why the particular candidate was selected.
Mr. Bluestein was put forth as a candidate for the CNSX Board by the President and Chief Executive Officer of Urbana Corp. (a significant shareholder of CNSX). As such, Mr. Bluestein would not qualify as an independent director unless the CNSX Corporate Governance Committee waived the restriction in accordance with the RO.
It is the view of the Corporate Governance Committee, having regard to all relevant circumstances, that Mr. Bluestein does not have, and has not had, any relationship with a CNSX significant shareholder that would be reasonably perceived to interfere with his independent judgement as a director of CNSX.
The OSC did not object to the use of the waiver based on submissions (including various undertakings) made by the Corporate Governance Committee.
Mr. Bluestein was selected as a candidate to be nominated for election as a director based on his ability to bring strategic value to the Board of CNSX. Mr. Bluestein's skills include deep experience as senior corporate and securities law counsel to a wide variety of entrepreneurial companies. He has participated in financings from initial incorporation through angel and venture capital financings, IPOs, and beyond. He has wide experience advising public companies and orchestrating M&A transactions. Mr. Bluestein also brings with him prior experience as counsel to a number of trading platforms, including playing an instrumental role in securing recognition of one of these platforms as a stock exchange. He thus has fine-grained knowledge of the technical, operational and legal aspects of the functioning of all aspects of CNSX's business.
In summary, Mr. Bluestein has performed as an independent director would be expected to perform; meets the competencies as established by the CNSX Board; and has the requisite education, background and experience to sit on various CNSX Board committees.
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