This Policy describes the procedure for obtaining an initial listing of common shares (or equivalent securities) on the Green Stock Exchange (GREENSX). The Policy applies to Applications for Listing made concurrently with any Prospectus offering and applies to an Application for Listing of shares of an Issuer whose shares previously traded in another market or otherwise meets all Minimum Listing Requirements before listing.
The Policy does not address listing of securities other than common shares or preferred shares (or equivalent securities), which is covered in Policy 2.8—Supplemental Listings. This Policy does not describe the procedures for obtaining a listing pursuant to a Reverse Take-Over. The procedures for effecting a listing pursuant to a Change of Business and Reverse Take-Over are described in Policy 5.2—Changes of Business and Reverse Take-Overs.
In connection with an initial Application for Listing, an Issuer must file with the Green Stock Exchange (GREENSX) the documents described below.
1.1 Initial Submission
The initial submission in connection with an Application for Listing must include the following:
(a) a letter requesting conditional acceptance of the listing of shares that:
(i) specifies the applicable industry and category for which the Issuer is applying for listing;
(ii) provides a summary explanation as to how the Issuer has met each of the applicable Minimum Listing Requirements (See Policy 2.1—Minimum Listing Requirements);
(iii) indicates the number and class of the Issuer's shares to be issued and outstanding at the time of listing and if convertible or exchangeable securities will be issued and outstanding at the time of listing, indicating the number and type of shares reserved for issuance on exercise or conversion;
(iv) where applicable, identifies any required waiver or exemptive relief application made or to be made pursuant to applicable Securities Laws; and
(v) identifies three or four choices for a stock symbol, and if possible, that is not identical to those on any other stock exchange.
(b) if the Application for Listing is made concurrently with a Prospectus offering, a copy of the preliminary Prospectus (similar to
form U-7 of small company offering registration [SCOR]);
(c) if the Application for Listing is not being made under paragraph (b) above, a draft Listing Application (Form 2B). The Listing Application must provide prospectus level disclosure unless the Issuer has been a reporting issuer in the United States or Canada or been subject to equivalent continuous disclosure requirements in a foreign jurisdiction for at least one year and its continuous disclosure record is available or will be made available electronically. The Listing Application must also include the Issuer's financial statements signed by all officers or audited financial statements for the last financial year, and any such other statements the Green Stock Exchange (GREENSX) may require. If the Issuer's securities have been listed or quoted, the Issuer must file with the Green Stock Exchange (GREENSX) those financial statements filed in the last year with the applicable exchange, quotation system and regulator pursuant to that listing or quotation.
(d) if applicable, a preliminary Sponsor Report (See Policy 2.2—Sponsorship and Sponsorship Requirements);
(e) if the Application for Listing is not made concurrently with a Prospectus offering, a certified list of all shareholders from the Issuer or transfer agent and registrar together with:
(i) a report from each depository specifying the number of securities of each class of the Issuer registered in the name of the depository held by each intermediary and
(ii) a list of beneficial shareholders provided by each intermediary holding greater than 10% of the Issuer's shares calculated as of the date of the certified list of shareholders or other register of securities;
(f) if the Application for Listing is made concurrently with a Prospectus offering, a list of all outstanding securities of the Issuer, including the date of issuance, the number and type issued and the issue price; if the Issuer has more than 50 shareholders, and, unless otherwise directed by the Green Stock Exchange (GREENSX), details of holdings need only be provided for Non Arms Length Parties;
(g) a duly executed Personal Information Form (Form 2A) or, if applicable, a duly executed Declaration from each director, senior officer, Promoter and other Insider of the Issuer; if any of these Persons is not an individual, a PIF or, if applicable, Declaration from each director, senior officer and each Control Person of that Person;
(h) copies of all material contracts, including a copy of each of the following agreements—escrow agreements, pooling or voting trust agreements, stock option or other convertible security agreements, management contracts, underwriting/agency agreements, corporate finance agreements, finder's fee agreements and agreements relating to material acquisitions or dispositions completed within the past two years and all agreements made, directly or indirectly, between the applicant Issuer and the Insiders of the applicant Issuer;
(i) draft copies of all material agreements which the Issuer expects to enter into before or contemporaneously with the listing;
(j) if applicable, a valuation or appraisal report prepared by a qualified individual in accordance with industry standards;
(k) a copy of the documents by which the Issuer was incorporated or created (articles, memorandum, by-laws, letters patent, or other similar constating documents) and, if the Issuer is incorporated outside of Canada or the United States, a legal opinion confirming that the Issuer is validly incorporated or created and the securities for which listing is applied have been legally created;
(l) if the Issuer's Principal Properties or assets are located outside Canada or the United States, the Green Stock Exchange (GREENSX) will generally require a title opinion or other appropriate confirmation of title in a form acceptable to the Green Stock Exchange (GREENSX);
(m) confirmation that the Issuer has reserved its name with the Green Stock Exchange (GREENSX) in accordance with section 1.2 of Policy 5.8—Name Change, Share Consolidations and Splits;
(n) if the Issuer has not yet generated net income from its business in the amount referred to in Policy 2.1—Minimum Listing Requirements, a comprehensive business plan;
(o) if the Issuer is a Research and Development Issuer, a discussion of the research and development conducted to date and a comprehensive recommended research and development work program; and
(p) the applicable minimum listing fee prescribed by Policy 1.3—Schedule of Fees, which shall be non-refundable;
(q) if applicable, confirmation from the Nominated Adviser to the Issuer that it has satisfied itself that the financial forecast, estimate or projection has been made after due and careful enquiry by the directors of the Issuer.
(r) if applicable, the Nominated Adviser is required to make a declaration to the Green Stock Exchange (GREENSX) on admission in the form set out in the Rules for Nominated Advisers.
1.2 Additional Documentation
Upon receipt of the initial submission, the Green Stock Exchange (GREENSX) may require the Issuer to respond to any questions or comments of the Green Stock Exchange (GREENSX) and may require the submission of additional documents or agreements that the Green Stock Exchange (GREENSX) considers appropriate in the circumstances. If the Application for Listing is made concurrently with a Prospectus offering, the Issuer must provide the Green Stock Exchange (GREENSX) with copies of all correspondence with the applicable Securities Commissions.
1.3 Conditional Acceptance
Following review of the initial submission and any additional documentation requested by the Green Stock Exchange (GREENSX), the Green Stock Exchange (GREENSX) may grant conditional acceptance of the Application for Listing.
1.4 Final Documentation
The Green Stock Exchange (GREENSX) must receive the following final documentation:
(a) if the Application for Listing is made concurrently with a Prospectus offering, the final Application for Listing shall consist of two originally executed Statutory Declarations (Form 2C) attached to the final Prospectus completed by each of two authorized directors or officers of the Issuer dated within three business days of the date they are submitted to the Green Stock Exchange (GREENSX) confirming the Prospectus disclosure. In the event of a Material Change between the date of the Prospectus and the Statutory Declaration, a comprehensive Material Change Report supplementing the Prospectus disclosure must be incorporated into the Statutory Declaration;
(b) if the Application for Listing is not made concurrently with a Prospectus offering, two originally executed copies of the final Listing Application (Form 2B) dated within three business days of the date they are submitted to the Green Stock Exchange (GREENSX). In addition, the final version of the Listing Application must also be filed with the Green Stock Exchange (GREENSX) electronically using the filing type "Other" under the continuous disclosure category for Green Stock Exchange (GREENSX) filings until an applicable filing type is specifically created for this document in the continuous disclosure category;
(c) a duly executed Listing Agreement (Form 2D) filed in paper form;
(d) if applicable, a duly executed copy of the final Sponsor Report (see Policy 2.2—Sponsorship and Sponsorship Requirements);
(e) if applicable, a consent letter from each auditor, accountant, engineer, appraiser, lawyer or other person or party (an "Expert") whose report, appraisal, opinion or statement (a "Report") is disclosed or summarized or incorporated by reference into the Listing Application or supporting documents, which states that the Expert has read the Listing Application and confirms that there are no misrepresentations contained in the Listing Application which are derived from the Expert's Report or of which the Expert is otherwise aware as a result of the review conducted in connection with the preparation of such Report;
(f) all material agreements not previously provided to the Green Stock Exchange (GREENSX) under section 1.1;
(g) a specimen share certificate imprinted with the applicable ISIN or CUSIP number which complies with Policy 3.1—Directors, Officers and Corporate Governance and in the case of a generic certificate, the specimen certificate must be accompanied by a letter from the transfer agent confirming that the generic certificate complies with the required laws;
(h) if the Application for Listing is made concurrently with a Prospectus offering, a Distribution Summary Statement (Form 2E) prepared by a Member firm acting as, or on behalf of, the Issuer's Agent;
(i) a letter from the Issuer's transfer agent and registrar confirming that it has been duly appointed, and an undertaking to provide the Green Stock Exchange (GREENSX) with a copy of each treasury order of the Issuer within five business days after any issuance of Listed Shares;
(j) a letter from the Issuer's escrow agent confirming that it has been duly appointed as escrow agent and specifying the number and type of shares on deposit with the escrow agent to be held in escrow pursuant to the terms of each escrow agreement and the names of shareholders on behalf of whom it is holding any escrowed securities; this is to prevent Issuer's officers, employees and related parties not to dispose of any interests in any of its Green Stock Exchange (GREENSX) securities for a period specified by the escrow agreement of
Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions;
(k) a certificate of the applicable government authority or legal opinion that the Issuer is in good standing under or not in default of applicable corporate law;
(l) for non DPO transactions, a certificate of the applicable Securities Commission(s) or legal opinion that the Issuer is a reporting issuer in good standing and not in default in each jurisdiction in which it is a reporting issuer; and
(m) the balance of the applicable listing fee as set out in Policy 1.3—Schedule of Fees.
The Green Stock Exchange (GREENSX)'s trading system and settlement system accommodates Listed Shares trading and settling in US dollars. Listed Shares cannot trade in both US and Canadian dollars, but an Issuer may have one class of security listed in US dollars and a different class of security listed in Canadian dollars.
