Scope of Policy

This Policy sets out the minimum listing requirements ("MLR") for all Issuers making an application for a New Listing on the Green Stock Exchange (GREENSX), including a listing following an Direct Public Offering ("DPO") or Initial Public Offerings ("IPO") or a application for listing by an Issuer that was previously listed on another stock exchange or otherwise meets all Green Stock Exchange (GREENSX) MLR before listing, and a Change of Business.

Securities to be Listed

This Policy applies only to a New Listing of common shares or preferred shares (or equivalent securities) of an Issuer. The Green Stock Exchange (GREENSX) will not generally accept an application for listing of securities of an Issuer other than common shares or preferred shares, except where the common shares or preferred shares of that Issuer are already listed, or where the common shares and the other class of securities will be contemporaneously listed.

For the purpose of this Policy, a security is equivalent to common shares if it has a single voting right and a right to participate in the distribution of property upon dissolution or winding-up, and generally includes class A shares and limited partnership units. An Issuer seeking to list both common shares and another class of security, such as warrants, should refer to Policy 2.8—Supplemental Listings for the distribution and other requirements applicable to the other class of securities.

An Issuer seeking to list only securities which are not common shares, such as or preferred shares or equivalents should consult with Green Stock Exchange (GREENSX) staff and schedule a pre-filing conference. Applications to list securities other than common shares or equivalents will be considered on a case-by-case basis. See Policy 2.8—Supplemental Listings, Policy 3.5—Restricted Shares and Policy 2.7—Pre-Filing Conferences.

The main headings in this Policy are:

1. Introduction—Industry Segments

1.1 General

The Green Stock Exchange (GREENSX) has developed this Policy outlining the Minimum Listings Requirements for listings.

1.2 Distinctions between Industry Segments

The Green Stock Exchange (GREENSX) does not classify listed Issuers into different classes or tiers based on the industry segment of the Issuer's business, since all businesses seeking listing are eco-friendly, socially responsible and sustainable businesses.




1.3 Interpretation

In this Policy:

"Minimum Listing Requirements" or "MLR" means the minimum financial, distribution and other standards that must be met by applicants seeking a listing on the Green Stock Exchange (GREENSX).

"Net Tangible Assets" or "NTA" means total assets less total liabilities, goodwill and intangibles. At the discretion of the Green Stock Exchange (GREENSX), NTA can include deferred exploration and development expenditures or deferred research and development costs (other than general and administrative expenses) incurred in the five fiscal years before the Application for Listing, if the expenditures relate to the development of the asset, property, product or technology which is the basis on which the Issuer will otherwise meet Minimum Listing Requirements and in respect of which either commercialization has occurred or is reasonably imminent or in respect of which a further work program or research and development program has been recommended by an independent expert. Audited financial statements or an audited statement of costs must provide evidence of these expenditures. The Green Stock Exchange (GREENSX) can permit the inclusion of non-deferred expenditures in the case of Issuers which have expensed those costs against revenues or Issuers who were required by standard accounting practices in their jurisdiction of residence to expense those costs, provided the Issuer provides satisfactory evidence of the costs.

"Working Capital" means current assets less current liabilities based on the Issuer's most recent balance sheet.

2. Exercise of Discretion

2.1

When reviewing an Application for Listing, the Green Stock Exchange (GREENSX) will consider the public interest and any facts or circumstances unique to the Issuer.

2.2

The Green Stock Exchange (GREENSX) will also consider whether:

(a) the past conduct of any Insider suggests that the business of the Issuer will not be conducted with integrity and in the best interests of the Public Shareholders;

(b) the rules and regulations of any exchange or regulatory authority have not been complied with by any Insider; and

(c) the distribution of the Issuer's securities to Public Shareholders is not sufficient to ensure an orderly market or appears to be susceptible to manipulation or abuse.

2.3

Whether or not an applicant Issuer appears to satisfy the Minimum Listing Requirements, the Green Stock Exchange (GREENSX) may:

(a) impose listing requirements of a more restrictive nature;

(b) impose additional listing requirements;

(c) waive, modify or impose any other terms or conditions that it considers advisable;

(d) refuse to accept the Application for Listing for public policy reasons which may include that the nature of the business is unacceptable to the Green Stock Exchange (GREENSX).

3. Summary of Minimum Listing Requirements

3.1

Every Issuer making Application for Listing, at the time its securities are listed for trading, must:

(a) meet the minimum quantitative requirements set out in section 4 of this Policy;


(b) meet the minimum distribution requirements set out in section 5 of this Policy;

(c) meet the minimum social and environmental guidelines of the Green Stock Exchange (GREENSX).

(d) be in compliance with the requirements set out in section 7 of this policy applicable to pre-listing transactions and capital structure;

(e) be in compliance with Policy 3.1—Directors, Officers and Corporate Governance, including the suitability and qualifications of directors and management;



(f) have submitted all agreements, reports, other documentation and information as required by Policy 2.3—Listing Procedures.

3.2

In addition to the requirements set out above, an Issuer:

(a) that has been subject to a Cease Trade Order or similar ruling for 90 days or more immediately prior to a New Listing;

(b) whose securities have not traded for 24 months;



(c) which delisted from the Green Stock Exchange (GREENSX) for reasons other than graduation to a more senior exchange;

must file with and receive a receipt for a Prospectus filing from one of the Securities Commissions, before the Green Stock Exchange (GREENSX) will list the Issuer's securities.

3.3

Except in the case of a an Investment Issuer, an Issuer must have Significant Interest in the business that forms the basis of its listing on the Green Stock Exchange (GREENSX). In addition, the Issuer must have a means to enable it to retain at least the Significant Interest in the business.

3.4

The following section summarize the Minimum Listing Requirements:

(a) Social and Environmental Requirement

Company must submit reports in compliance with social and environmental guidelines of the Green Stock Exchange (GREENSX), as prepared by an independent, qualified third-party.


(b) Regulatory Requirements

File a Offering Circular (also called prospectus), exemptions and necessary documents with securities commission and other provincial/state jurisdictions where securities will be sold, under SEC exempted Regulation A, SB-1 and SB-2 shares of the United States Securities Act of 1933. Your Offering Circular is an extremely detailed and critical document in the going public process, providing investors with the information needed to make informed investment decisions.


(c) Listing Application and Business Plan

Issuer must submit a Green Stock Exchange (GREENSX) Listing Application and supporting documents such as the Personal Information Form. You must also submit a business plan, which is essential in determining the overall soundness of your business, outlining what your business intends to accomplish and how you will allocate resources to meet those goals.


(d) Earnings or Revenue:

Management plan demonstrating reasonable expectations of earnings within 24 months;


(d) Net Tangible Assets:

Minimum $100,000 of net tangible assets after completion of offering.


(e) Adequate Working Capital and Capital Structure

Working capital for 18 months under business plan (incl. G&A) and $100,000 unallocated funds.


(f) Cash in Treasury

Minimum $100,000 in the treasury, with majority raised by offering


(g) Products and Services

Evidence that products or services at an advanced stage of development or commercialization and that management has the expertise and resources to develop the business.


(h) Management and Board of Directors

Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors.


(i) Public Distribution and Market Capitalization

100,000 free trading public shares

$100,000 held by public shareholders

100 public shareholders with a board lot and no resale restrictions

10% public float

10% of issued and outstanding shares in the hands of public shareholders


(j) Sponsorship

Not required


(k) On-going Listing Requirements



Issuers must continue to meet minimum standards, called tier maintenance requirements, to remain listed on Green Stock Exchange (GREENSX). These requirements relate to the issuer's financial situation, activity and shareholder distribution.

Once your company is listed on Green Stock Exchange (GREENSX), it becomes a reporting issuer with periodic reporting and disclosure obligations. Reporting issuers must provide shareholders with meaningful information regarding the business, management, operations and financial position of the company.

Furthermore, you must file information about transactions on an ongoing basis, such as private placements, the issuance of stock options and acquisitions.

For more information, please see Green Stock Exchange (GREENSX) Policy, including Filing Requirements and Continuous Disclosure.

See the Green Stock Exchange (GREENSX) Corporate Finance Manual for complete information on these requirements.




* "G&A" means general and administrative expenses.

4. Minimum Quantitative Requirements

4.1 Overview

The Green Stock Exchange (GREENSX) does not classify listed Issuers into different classes or tiers based on the industry segment of the Issuer's business, since all businesses seeking listing are eco-friendly, socially responsible and sustainable businesses.

4.2 Quantitative Citerias

Besides Issuer satifying social and environmental guidelines, a Issuer seeking a listing must satisfy all the criterias below:

(a) Net Tangible Assets of at least $1,000,000, after completion of offering;

(b) adequate Working Capital and Financial Resources to carry on the business of the Issuer for 18 months and and $100,000 unallocated funds, after completion of offering; and

(c) Management plan demonstrating reasonable expectations of earnings within 24 months;

(d) Minimum $100,000 in the treasury, with majority raised by offering.




4.3 Working Capital

If an Issuer has historically generated positive cash flow, the Green Stock Exchange (GREENSX) will generally conclude that the Issuer has sufficient financial resources to meet its historical general and administrative expenses. If an Issuer has generated revenues that have not yet resulted in positive cash flow, the Green Stock Exchange (GREENSX) can consider those revenues when calculating the minimum Working Capital requirements of the Issuer. An Issuer with no revenues must have, at the time of listing, sufficient Working Capital to satisfy all its Working Capital needs for at least 12 months, after completion of offering.

5. Public Distribution

5.1

An Issuer seeking a listing, must satisfy all of the criteria below:

(a) at least 100,000 securities of the class to be listed are held by Public Shareholders, free of any Resale Restrictions;

(b) the aggregate Market Value of the securities held by Public Shareholders is at least $100,000;

(c) at least 100 Public Shareholders holding at least one Board Lot each, with no Resale Restrictions;

(d) at least 10% of the issued and outstanding securities to be listed are held by Public Shareholders; and

(e) at least 10% of the issued and outstanding securities to be listed are in the Public Float.

5.2 General Requirements

(a) In determining whether an Issuer has adequate public distribution, the Green Stock Exchange (GREENSX) will exclude from the calculation, any Distribution which:

(i) is contrary to Securities Laws or Green Stock Exchange (GREENSX) Requirements, or

(ii) has been achieved solely or principally by gift, dividend in specie, securities exchange take-over bid of a non-reporting issuer, or other similar means.

(b) An Issuer does not have adequate public distribution, if at the time of listing, the aggregate number of Listed Shares beneficially owned or controlled directly or indirectly by the Pro Group (before inclusion of any Agent's Option) exceeds 20% of the total issued and outstanding Listed Shares of the Issuer.

(c) If an Issuer appears to meet the distribution requirements in sections 5.1(c) but most of the 100 Public Shareholders hold only a single Board Lot or less and the balance of the securities are held by only a few shareholders, then trading in the Issuer's securities could reasonably become subject to manipulation and the Green Stock Exchange (GREENSX) will generally conclude that the Issuer does not have adequate public distribution.

6. Pricing

6.1

The Issuer must not sell securities pursuant to the Direct Public Offering ("DPO") or Initial Public Offerings ("IPO") for less than $0.15 per share or unit.

7. Pre-Listing Transactions and Capital Structure

7.1

The capital structure of an Issuer making application for an Initial Listing or a New Listing must be acceptable to the Green Stock Exchange (GREENSX). Before a New Listing or Initial Listing, all securities issued to Principals of the Issuer or the Resulting Issuer, as well as securities issued below certain price levels, are generally required to be escrowed or held subject to hold periods. See Policy 5.4—Escrow, Vendor Consideration and Resale Restrictions.

7.2

Subject to subsection 7.3, where convertible securities (such as stock options, common share purchase warrants, special warrants, convertible debentures or notes) are issued before listing in the private issuer and exercisable or convertible into Listed Shares at a price that is less than the issuance price per security under a Prospectus offering or other financing or acquisition undertaken contemporaneously with the Application for Listing the underlying security will be subject to escrow if issued to a Principal, or the Seed Share Resale Restrictions in other cases.

7.3

Where there is no concurrent financing, the minimum permitted price at which the securities can be exercisable or convertible, and not be subject to escrow or an Green Stock Exchange (GREENSX) hold period pursuant to the Green Stock Exchange (GREENSX) Seed Share Resale Restrictions, is the greater of the Market Price and $0.10. The Green Stock Exchange (GREENSX) will not permit the exercise, conversion or exchange price of any exercisable, convertible or exchangeable security to be fixed until the security has been granted to a particular Person.

7.4

If an Issuer has completed a Private Placement of special warrants (or other convertible securities anticipated to be qualified pursuant to Prospectus or otherwise) in the three months before the application for New Listing, and the issuance price per special warrant (or other convertible security) is less than the Prospectus or Market Price at the time of the New Listing, the Green Stock Exchange (GREENSX) may impose an Green Stock Exchange (GREENSX) hold period on the underlying securities pursuant to the Seed Share Resale Restrictions, even though the underlying securities have been qualified for distribution by a Prospectus. Alternatively, the Green Stock Exchange (GREENSX) can require that some or all of those securities be escrowed. See Policy 3.2—Filing Requirements and Continuous Disclosure for the terms of any hold period and Policy 5.4—Escrow, Vendor Consideration and Resale Restrictions for the terms of applicable escrow.

7.5

The Green Stock Exchange (GREENSX) will generally not accept an Application for Listing if the aggregate number of Listed Shares owned directly or indirectly by the Pro Group exceeds 20% of the total issued and outstanding Listed Shares of the Issuer at the time of listing.

7.6

The Green Stock Exchange (GREENSX) will generally not accept an Application for Listing if securities offered by Prospectus or Private Placement have been purchased by the Pro Group, unless, after a bona fide offering of the total amount of the offering to the public, the offering has not been fully subscribed.