Scope of Policy

This Policy applies to any issuer that proposes to list on the Green Stock Exchange (GREENSX) as a Issuing Company (a "Issuer").

The Green Stock Exchange (GREENSX) was designed as a corporate finance vehicle to provide eco-friendly, socially responsible and sustainable businesses with an opportunity to obtain financing earlier in their development than might be possible with an full Initial Public Offering (IPO), but with a Direct Public Offering (DPO) instead.

The Green Stock Exchange (GREENSX) program permits an DPO to be conducted and a listing to be achieved for a small eco-friendly, socially responsible and sustainable businesses that has no assets or small assets, other than cash, and who is ready, but has not commenced commercial operations. This will allow small green businesses to flourish, thus minimizing climate change, minimizing our environmental footprint and helping humanity, to make the world a better place.

This Policy outlines the procedures for listing a Issuer on the Green Stock Exchange (GREENSX).

A Issuer that has filed a preliminary Offering Circular ("Prospectus") with the Green Stock Exchange (GREENSX) prior to the Effective Date of this Policy, as hereinafter defined. The main headings in this Policy are:

1. Definitions

1.1

In this Policy:

"Agent" means any Person registered under applicable Securities Laws to act as an agent to offer and sell the DPO Shares on behalf of the Issuer which has entered into a best efforts agency agreement with the Issuer.

"Agent's Option" means the option to purchase common shares or preferred shares of the Issuer which may be granted to the Agent in accordance with section 6 of this Policy.

"Commission(s)" refers to the Securities Commission(s) with which the Issuer Prospectus is filed.

"common shares" means single voting common shares of an Issuer.

"Issuer" means a corporation:

(a) that has filed and obtained a receipt for a Prospectus from one or more of the Commissions in compliance with this Policy; and

(b) in regard to which the Final Green Stock Exchange (GREENSX) Bulletin has not yet been issued.

"Issuer Filing Statement" means the Filing Statement of the Issuer prepared in accordance with the Green Stock Exchange (GREENSX) Form of Filing Statement (Form 3B2) which provides full, true and plain disclosure of all material facts relating to the Issuer.

"Issuer Information Circular" means the Information Circular of the Issuer prepared in accordance with applicable Securities Laws and the Green Stock Exchange (GREENSX) Form of Information Circular (Form 3B1) which provides full, true and plain disclosure of all material facts relating to the Issuer.

"Escrow Shares" means

(a) all Seed Shares issued at a price lower than the price of the DPO Shares;


(b) all Seed Shares, DPO Shares and any securities acquired from treasury after the DPO (other than shares acquired upon exercise of stock options which must be escrowed as provided in section 7.4) which are, directly or indirectly, beneficially owned or controlled by Non Arm's Length Parties of the Issuer (as determined post DPO);

(c) all securities acquired by a Control Person in the secondary market; and

(d) all Seed Shares purchased by a member of the Aggregate Pro Group.

"Final Green Stock Exchange (GREENSX) Bulletin" means the Green Stock Exchange (GREENSX) Bulletin issued following the submission of all required documentation.

"General Prospectus Rules" means general prospectus requirements for federal, provincial, state or any other jurisdiction, the equivalent local rule or instrument respecting SEC which allows for prospectuses to be prepared in a jurisdiction.

"DPO Shares" means the common shares or preferred shares offered to the public pursuant to the DPO.

"Resulting Issuer" means the Issuer that was formerly a Issuer, which exists upon issuance of the Final Green Stock Exchange (GREENSX) Bulletin.

"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the Issuer, together with any other concurrent transactions. See Policy 2.1—Minimum Listing Requirements.

"Target Company" means a Company to be acquired by the Issuer.

"Vendors" means one or all of the beneficial owners of the Significant Assets (other than a Target Company(ies)).

Substantial Amount means an amount more than fifteen percent (15%) of the net sales (revenue) or funds raised.

2. Overview of Process

2.1 General Matters

The Issuer program involves the filing and clearing of a Issuer Prospectus, the completion of the DPO and the listing of the Issuer's common shares or preferred shares on the Green Stock Exchange (GREENSX).



2.2 Issuer Prospectus and Green Stock Exchange (GREENSX) Listing

(a) Issuers must consult the appropriate Securities Laws to determine the availability of the Issuer program in each jurisdiction in which the Issuer Prospectus is proposed to be filed. Each of the Commissions retains discretion to determine whether or not to issue a receipt for the Issuer Prospectus.




(b) The preliminary Issuer Prospectus and all supporting documents required by Securities Laws are concurrently filed with the Green Stock Exchange (GREENSX) and with the Commissions in those jurisdictions where the distribution is to be made. Concurrently with the filing of the preliminary Issuer Prospectus, the Issuer must also make an application to the Green Stock Exchange (GREENSX) for conditional acceptance of the listing of the Issuer. See Policy 2.3—Listing Procedures.



(c) The Green Stock Exchange (GREENSX) will issue comments in regard to the preliminary Issuer Prospectus and the Application for Listing. All comments from the Green Stock Exchange (GREENSX) and all responses made by the Issuer to the Green Stock Exchange (GREENSX), relating to the preliminary Issuer Prospectus and Issuer Prospectus must be communicated with the Green Stock Exchange (GREENSX). When the Issuer has satisfactorily resolved the significant comments of the Green Stock Exchange (GREENSX), the Application for Listing will then be presented to the Green Stock Exchange (GREENSX)'s Executive Listing Committee for consideration. If the Application for Listing is conditionally accepted, and the Commission(s) indicates that they are clear to receive final materials, the Issuer will file its final Issuer Prospectus and all supporting documents with the Green Stock Exchange (GREENSX) and the Commission(s).



(c) After each applicable Commission has issued a final receipt for the Issuer Prospectus, the Issuer proceeds to close the DPO. After the closing, final listing documentation, as required under Policy 2.3—Listing Procedures, is filed with the Green Stock Exchange (GREENSX). If all final listing documentation is satisfactory, the Green Stock Exchange (GREENSX) issues an Green Stock Exchange (GREENSX) Bulletin evidencing its final acceptance of the documents and indicating that the Issuer's shares will commence trading on the Green Stock Exchange (GREENSX) in thirty (30) trading days. On the date specified in the Green Stock Exchange (GREENSX) Bulletin, the shares will commence trading on the Green Stock Exchange (GREENSX).




2.3 Disclosure in Issuer Prospectus

The Persons signing the certificate contained in the Issuer Prospectus are reminded that they are ultimately responsible for ensuring that the Issuer Prospectus provides full, true and plain disclosure of all material facts as required by Securities Laws and as contemplated by section 4.1.

3. Minimum Listing Requirements for Issuers

3.1 Restrictions on Business of a Issuer

The only business permitted to be undertaken by a Issuer are those in compliance with social and environmental guidelines of the Green Stock Exchange (GREENSX).

The Issuer must practice and are committed to:

	sustainability (by use of materials, waste, goods & services it provides)
	carbon reduction & carbon neutrality to fight climate change
	fair trade, sweat shop free, living wages and pay equity
	charity, support local communities & the economically disadvantaged
	produce, distribute and sell natural/organic food products
	foster diversity and equality for women, race, age, religion, the disable and sexual orientation
	demonstrated record of women & minorities serving on their boards/management
	purchase goods / services from minorities, women owned, small businesses and local businesses
	renewable and clean energy

    The Issuer must not derive a Substantial Amount of their revenue from:

	engaged in child labor and exploitation of children
	military weapons, firearms and military operations
	nuclear power plants and nuclear wastes
	products with genetically modified organisms (GMO) and cloned organisms
	tobacco products and illegal drugs
	alcoholic beverages, except wine and wineries
	gambling
	engaged in anti-union activities
	products using recombinant bovine growth hormone (rBGH/rbST)
	dumping and disposal of hazardous and toxic wastes
	mining, oil and gas
	violations of environmental laws and regulations
	producers of synthetic pesticides and fertilizers
	industrial agricultural operations and/or confined animal feeding operations
	fishing or hunting
	cruelty to animals, including testing on animals
	the fur trade or products made with fur, ivory, rare wood, etc.
	violating occupational health and safety laws/regulations
	violating affirmative action standards, practiced discriminatory labor practices based on disability, gender, age, race, religion or sexual orientation


The Green Stock Exchange (GREENSX) works in concert with our mission to protect and restore Earth’s natural systems, to promote a sustainable society and to develop a healthy lifestyle. We hope by providing this venue for matching green investors to green businesses, will foster more sustainable and healthy businesses.




3.2 Listing Requirements

The following minimum listing requirements must be satisfied to be listed as a Issuer with the Green Stock Exchange (GREENSX) and to maintain that listing:

(a) Except to the extent specifically modified by this Policy, the Issuer must comply with Policy 3.1—Directors, Officers and Corporate Governance. Each proposed director and officer must meet the minimum suitability requirements under Policy 3.1 and the board of directors of the Issuer as a whole must have the public company experience required by that Policy. In addition, each proposed director and senior officer of the Issuer must be either:


(i) a resident of Canada or the United States, or



(ii) an individual who has demonstrated a positive association as a director or officer with one or more companies.



(b)The Green Stock Exchange (GREENSX) expects management of a Issuer to meet a high standard. As a result, in addition to the requirements set out in Policy 3.1—Directors, Officers and Corporate Governance, the Green Stock Exchange (GREENSX) in determining the acceptability of each director and senior officer, and the board as a whole, the Green Stock Exchange (GREENSX) will review the qualifications, experience, and regulatory history of each proposed member of the board to determine their suitability as a Issuer board member on both an individual basis, and in relation to the other members of the board.

(c) In determining the acceptability of the board in general, the Green Stock Exchange (GREENSX) will consider whether the members of the board collectively possess:

(i) a positive track record with companies;

(ii) a positive corporate governance and regulatory history;

(iii) technical experience in the appropriate industry sector, where applicable;

(d) The minimum price at which the DPO Shares may be issued is $0.15.



(e) Companies cannot hold Seed Shares unless the name of each individual who directly or indirectly beneficially owns, controls or directs these securities is disclosed to the Green Stock Exchange (GREENSX). If the beneficial owner of Seed Shares is not an individual, the name of the individual or individuals beneficially owning, controlling or directing the Company or Companies that hold the Seed Shares of the Issuer must be disclosed.


(f) At the time of listing, neither the Issuer nor any other party on behalf of the Issuer will have engaged or will engage the services of any Person to provide Investor Relations Activities, promotional or market-making services.


(g) The gross proceeds to the treasury of the Issuer from its DPO must be equal to or greater than $100,000 and must not exceed $5,000,000.



(h) The Issuer must have at least 100,000 of its issued and outstanding common shares or preferred shares in the Public Float upon completion of the DPO.



(i) Upon completion of the DPO, the Issuer must have a minimum of 100 shareholders for a total of at least 100,000 shares free of Resale Restrictions exclusive of any common or preferred shares held by Non Arm's Length Parties to the Issuer.



(j) Other than DPO Shares, the only additional securities that may be issued and outstanding are Seed Shares, stock options as permitted by section 7 of this Policy, the Agent's Option, and any securities issued pursuant to a Private Placement in accordance with section 10.

(k) The ownership of Seed Shares, DPO Shares and shares issued pursuant to a Private Placement by the Sponsor and its Associates or Affiliates and by any member of the Pro Group, must be in compliance with section 14.6 of this Policy.



3.3 Listing Documents

A Company seeking a listing as a Issuer must file:

(a) with the Green Stock Exchange (GREENSX) and the Commissions:




(i) all documentation required to be filed in connection with a Prospectus under applicable Securities Law, and, in the case of the filing with the Green Stock Exchange (GREENSX), must also include in the covering letter identification of any required waivers or exemptive relief applications from Green Stock Exchange (GREENSX) Requirements;

(b) with the Green Stock Exchange (GREENSX), all applicable documentation required to be filed for a Listing Application under Policy 2.3—Listing Procedures.

4. Disclosure Required in a Issuer Prospectus

4.1

A Issuer Prospectus must provide full, true and plain disclosure of all material facts relating to the securities offered under the Issuer Prospectus. It must be prepared in accordance with applicable Securities Law, and pursuant to the Issuer Prospectus Form (Form 3A). The Green Stock Exchange (GREENSX) requires all Issuers filing a Issuer Prospectus to comply with applicable General Prospectus Rules and the form under the applicable General Prospectus Rules. Issuers are reminded that the Issuer Prospectus Form is not a Commission form, and is intended to provide guidance to a Issuer in respect of compliance with the form under the applicable General Prospectus Rules.

5. Agents

5.1 General

In each jurisdiction where the DPO is conducted, the Issuer may appoint an Agent who is registered under the Securities Laws in a category which permits the Agent to act as the selling agent of the DPO Shares. At least one Agent must be a Member of the Green Stock Exchange (GREENSX).

5.2 Agent's Compensation

In the event if an agent is appointed, the following shall apply:

(a) The maximum sales commission payable to an Agent as compensation for acting as the Agent in connection with the DPO is 10% of the gross proceeds raised pursuant to the DPO.


(b) Other than as provided for in this Policy, no securities of the Issuer can be issued or granted to the Agent or its Associates or Affiliates.



(c) Any corporate finance fee or other compensation paid or to be paid to the Agent in its capacity as agent or otherwise in connection with the Issuer Prospectus must be disclosed in the Issuer Prospectus. Any such fees or compensation must be reasonable in the circumstances.

6. Agent's Option

6.1

No option or other right to subscribe for securities of a Issuer may be granted to the Agent unless:

(a) the option or right is a single, non-transferable option or right;


(b) the number of shares issuable upon exercise of the option or right does not exceed 10% of the total number of DPO Shares;

(c) the exercise price per share under the option or right is not less than the DPO Share price; and

(d) the option or right is exercisable only until the close of business on the date that is 24 months from the date of listing of the shares of the Issuer on the Green Stock Exchange (GREENSX).

7. Other Options Issued by the Issuer

7.1

Incentive stock options granted by a Issuer may only entitle the holder to acquire common shares or preferred shares of the Issuer. Incentive stock options may only be granted to a director or officer of the Issuer, and where permitted by Securities Laws. The total number of common shares reserved under option for issuance under this section or as may be issued under section 7.5, may not exceed 10% of the common shares or preferred shares to be outstanding as at the closing of the DPO.

7.2

The number of common shares or preferred shares reserved under option for issuance to any individual director or officer may not exceed 5% of the common shares or preferred shares to be outstanding after closing of the DPO. The number of common shares or preferred shares reserved under option for issuance to all technical consultants may not exceed 2% of the common shares to be outstanding after closing of the DPO. Options granted by a Issuer are subject to the percentage limitations set forth in Policy 4.4—Incentive Stock Options.

7.3

Issuer's are prohibited from granting options to any person providing Investor Relations Activities, promotional or market-making services.

7.4

The exercise price per common share under any stock option granted by a Issuer cannot be less than the greater of the DPO Share price and the Discounted Market Price.

7.5

Options granted under this section to any Optionee that does not continue as a director, officer, technical consultant or employee of the Resulting Issuer, have a maximum term of 90 days after the Optionee ceases to become a director, officer, technical consultant or employee of the Resulting Issuer.

7.6

Stock Options granted after the DPO must be filed using Form 4G—Summary Form—Incentive Stock Options.

7.7

A Issuer may grant an Eligible Charitable Organization (as defined in Policy 4.7—Charitable Options) options to acquire shares of the Issuer. Any grant of options made to an Eligible Charitable Organization must be made in accordance with Policy 4.7.

8. Prohibited Payments and Use of Proceeds

8.1 Prohibited Payments to Non Arm's Length Parties

Except as permitted by sections 7 and 8 of this Policy, no payment of any kind may be made, directly or indirectly, by a Issuer to a Non Arm's Length Party to the Issuer or to any person engaged in Investor Relations Activities in respect of the Issuer or the securities of the Issuer or any Resulting Issuer by any means including:

(a) remuneration, which includes, but is not limited to:



(i) salaries;

(ii) consulting fees;

(iii) management contract fees or directors' fees;

(iv) finder's fees;

(v) loans;

(vi) advances;

(vii) bonuses; and


(b) deposits and similar payments.





8.2 Exceptions to the Prohibitions on Payments to Related Parties of the Issuer

Subject to subsections 3.1, 8.3, a Issuer may:

(a) reimburse a Non Arm's Length Party to the Issuer for:

(i) reasonable expenses for office supplies, office rent and related utilities;

(ii) reasonable expenses for equipment leases; and

(iii) legal services, provided that:

(A) if the lawyer receiving the remuneration is a sole practitioner, or a member of an association of sole practitioners, the lawyer is not a Promoter of the Issuer; and

(B) if the legal services are provided by a firm of lawyers, no member of the law firm is a Promoter or owns greater than 10% of the shares of the Issuer; and

(b) reimburse a Non Arm's Length Party to the Issuer for reasonable out-of-pocket expenses incurred in pursuing the business of the Issuer as referenced in section 3.1.

8.3 Restrictions on Use of Proceeds

The Issuer must not use the a Substantial Amount of the funds for use on the research, development, production, marketing, investment or advertising in:

	child labor and exploitation of children
	military weapons, firearms and military operations
	nuclear power plants and nuclear wastes
	products with genetically modified organisms (GMO) and cloned organisms
	tobacco products and illegal drugs
	alcoholic beverages, except wine and wineries
	gambling
	engaged in anti-union activities
	products using recombinant bovine growth hormone (rBGH/rbST)
	dumping and disposal of hazardous and toxic wastes
	mining, oil and gas
	violations of environmental laws and regulations
	producers of synthetic pesticides and fertilizers
	industrial agricultural operations and/or confined animal feeding operations
	fishing or hunting
	cruelty to animals, including testing on animals
	the fur trade or products made with fur, ivory, rare wood, etc.
	violating occupational health and safety laws/regulations
	violating affirmative action standards, practiced discriminatory labor practices based on disability, gender, age, race, religion or sexual orientation

8.4 Investment of Issuer Funds

Until required for the Issuer's purposes, the proceeds may only be invested in securities of, or those guaranteed by, the Government of Canada or any Province or territory of Canada or the Government of the United States, in certificates of deposit or interest-bearing accounts of Canadian chartered banks, trust companies or credit unions.

9. Restrictions on Trading

9.1

Other than the DPO Shares, the Agent's Option and incentive stock options and options granted to Eligible Charitable Organizations, or as otherwise permitted by section 10, no securities of a Issuer may be issued or traded during the period between the date of the receipt for the preliminary Issuer Prospectus and the time the common shares or preferred shares begin trading on the Green Stock Exchange (GREENSX), except with the prior approval of the Green Stock Exchange (GREENSX) and, if applicable, pursuant to exemptions from the registration and prospectus requirements under applicable Securities Laws.

10. Private Placements for Cash

10.1

After the closing of the DPO, a Issuer may not issue any securities unless written acceptance of the Green Stock Exchange (GREENSX) is obtained before the issuance of the securities. See Policy 4.1—Private Placements for filing procedures.

10.2

The only securities issuable pursuant to a Private Placement are common shares or preferred shares of the Issuer.

11. Escrow

11.1

All Escrow Shares must be held in escrow pursuant to the Issuer escrow agreement prepared in accordance with Form 2F (the "Issuer Escrow Agreement").

11.2 Cancellation of Escrow Shares

(a) If Non Arm's Length Parties to the Issuer purchased Seed Shares at a discount to the DPO Price, the terms of the Issuer Escrow Agreement must irrevocably authorize and direct the escrow agent appointed under the Issuer Escrow Agreement, to:

(i) immediately cancel all such shares upon the issuance of an Green Stock Exchange (GREENSX) Bulletin delisting the Issuer from the Green Stock Exchange (GREENSX);

(b) The Issuer Escrow Agreement must provide an irrevocable authorization and direction to the escrow agent to cancel all Seed Shares on a date that is 10 years from the date the Green Stock Exchange (GREENSX) issues an Green Stock Exchange (GREENSX) Bulletin delisting the Issuer.

11.3 Holding Companies

If securities of a Issuer required to be held in escrow are held by a non-individual (a "holding company"), the holding company may not carry out any transactions that would result in a change of control of the holding company without the consent of the Green Stock Exchange (GREENSX). Any holding company must sign an undertaking to the Green Stock Exchange (GREENSX), that, to the extent reasonably possible, it will not permit or authorize securities to be issued or transferred if it could reasonably result in a change of control of the holding company. In addition, the Green Stock Exchange (GREENSX) requires an undertaking from any control persons of the holding company not to transfer shares of the holding company.

11.4 Release from Escrow

Subject to section 7.5 and subsection 11.2, Escrow Shares will be released from escrow as prescribed by the Issuer Escrow Agreement.

11.5 Transfers

Except as specifically provided for in the escrow agreements required by this Policy, transfers of shares escrowed pursuant to this Policy require the prior written consent of the Green Stock Exchange (GREENSX). Issuers are reminded that any such transfer of securities must be made pursuant to exemptions from the registration and prospectus requirements under applicable Securities Laws.

13. Information Circular and Filing Statement

13.1 Financial Statements

The financial statements that are to be included in the Issuer Information Circular or Issuer Filing Statement must comply with the requirements of the Green Stock Exchange (GREENSX) Form of Information Circular.

13.2 Generally Accepted Accounting Principles

(a) The financial statements of an issuer incorporated or organized in a Canadian jurisdiction that are included in the Issuer Information Circular or Issuer Filing Statement shall be prepared in accordance with Canadian GAAP.

(b) The financial statements of an issuer incorporated or organized in a foreign jurisdiction that are included in the Issuer Information Circular or Issuer Filing Statement shall be prepared in accordance with

(i) Canadian GAAP; or

(ii) foreign GAAP, if the notes to the financial statements

(A) explain and quantify the effect of material differences between Canadian GAAP and foreign GAAP that relate to measurements, and

(B) provide disclosure consistent with Canadian GAAP requirements to the extent not already reflected in the financial statements.

13.3 Exception to the Requirement to Reconcile Financial Statements Prepared in Accordance with Foreign GAAP

Despite subsection 13.2, if an issuer has made a significant acquisition or is proposing to make a significant acquisition, and is required to provide financial statements of the business in accordance with the Issuer Information Circular or Issuer Filing Statement and those financial statements have been prepared in accordance with a foreign GAAP, the reconciliation to Canadian GAAP may be excluded for the earliest of the three years presented.

13.4 Generally Accepted Auditing Standards

(a) Financial statements of an issuer incorporated or organized in a Canadian jurisdiction that are included in a Issuer Information Circular or a Issuer Filing Statement shall be audited in accordance with Canadian GAAS and accompanied by a Canadian auditor's report.

(b) The financial statements of an issuer incorporated or organized in a foreign jurisdiction that are included in a Issuer Information Circular or a Issuer Filing Statement shall be audited in accordance with

(i) Canadian GAAS; or

(ii) foreign GAAS provided the foreign GAAS is substantially equivalent to Canadian GAAS.

13.5 Foreign Auditor's Report

If the financial statements included in a Issuer Information Circular or a Issuer Filing Statement are accompanied by a foreign auditor's report, the auditor's report shall be accompanied by a statement by the auditor

(a) disclosing any material differences in the form and content of the foreign auditor's report as compared to a Canadian auditor's report; and

(b) confirming that the auditing standards applied are substantially equivalent to Canadian GAAS.

13.6 Review of Financial Statements Included in a Issuer Information Circular or Issuer Filing Statement

(a) An issuer shall not file a Issuer Information Circular or a Issuer Filing Statement unless each financial statement of an issuer included in that Issuer Information Circular or Issuer Filing Statement, as the case may be, has been reviewed by the audit committee of the board of directors of the Issuer, if the Issuer has, or is required to have, an audit committee, and approved by the board of directors.

(b) If the financial statements included in a Issuer Information Circular or a Issuer Filing Statement, are those of a private issuer, the Green Stock Exchange (GREENSX) would not expect such an Issuer to have an audit committee, but the Green Stock Exchange (GREENSX) will require that the board of directors of that issuer review and approve such financial statements prior to the filing of that Issuer Information Circular or Issuer Filing Statement, as the case may be.

13.7 Amendments to Issuer Information Circular or Issuer Filing Statement

In the event that there is a change in the material information included:

(a) in a Issuer Information Circular between:

(i) the date of mailing of the notice of meeting, the Issuer Information Circular and form of proxy to shareholders, and

(ii) the date of the meeting of shareholders of the Issuer, or

the Issuer shall promptly:

(b) seek advice of legal counsel in respect of the treatment of such change;

(c) provide written notice to the Green Stock Exchange (GREENSX) describing the change in the material information so as to enable the Green Stock Exchange (GREENSX) to determine the applicable treatment of that change; and

(d) in the case of a Issuer Filing Statement:

(i) file the amendment to, or the amended Issuer Filing Statement to the Green Stock Exchange (GREENSX),

(ii) issue a news release disclosing the fact that the amendment to, or the amended Issuer Filing Statement is available to the Green Stock Exchange (GREENSX).

13.8 Green Stock Exchange (GREENSX) Treatment of Amendments to a Issuer Information Circular or Issuer Filing Statement

After receiving the notice pursuant to section 13.7 and any other materials that it may require, the Green Stock Exchange (GREENSX) will advise the Issuer as to the conditions that will be required to be satisfied in respect of the treatment of any change in material information included in the Issuer Information Circular or Issuer Filing Statement, as the case may be.

14. Other Requirements

14.1 Share Price

(a) Generally, where payment of consideration by a Issuer for Significant Assets includes the issuance of securities, the Green Stock Exchange (GREENSX) requires that the price per Listed Share to be issued is at least the Discounted Market Price. The total consideration is determined based on the number of securities issued multiplied by the price per share.

(b) The determination of price per share in this section is likely different than the determination of price for the purposes of the Pro forma financial statements

14.2 Inactivity or Failure to Respond to Green Stock Exchange (GREENSX)

(a) If

(i) the Issuer Information Circular has not been mailed to shareholders, or

(ii) the Issuer Filing Statement has not been filed with the Green Stock Exchange (GREENSX).

(b) Inactivity may be evidenced by the failure to make reasonable and timely efforts to provide acceptable responses to the comments of the Green Stock Exchange (GREENSX).

14.3 Multiple Filings

The Green Stock Exchange (GREENSX) will generally not grant conditional acceptance for listing of a Issuer where any director or officer of a Issuer is associated with more than one other Issuer that has not yet completed a DPO.

14.4 Consulting Fees

The Green Stock Exchange (GREENSX) may seek the opinion of an independent engineer, appraiser or other expert in determining the reasonableness of a technical report, social and environmental guidelines, business valuation or other Expert Report filed with the Green Stock Exchange (GREENSX). In such circumstances, the Green Stock Exchange (GREENSX) will require the Issuer or any Resulting Issuer to immediately pay for the Green Stock Exchange (GREENSX)'s costs.

14.5 Trading Halts, Suspension and Delisting

(a) The Green Stock Exchange (GREENSX) may suspend from trading or delist the Listed Shares of a Issuer where the Green Stock Exchange (GREENSX) has not issued a Final Green Stock Exchange (GREENSX) Bulletin to the Issuer within 24 months after the date of listing.







(b) As indicated in section 14.2, a trading halt or suspension may also be required when post-meeting/final documentation is not submitted within the prescribed time.





See Policy 2.9—Trading Halts, Suspensions and Delisting.

14.6 Pro Group

All subscriptions by any member of the Aggregate Pro Group are subject to the applicable client priority rules.

(a) Any Seed Shares subscribed to by any member of the Aggregate Pro Group must be held in escrow pursuant to the Issuer Escrow Agreement.

14.7 Compliance with Securities Law

(a) Participants in the Issuer program are reminded that, in addition to complying with the provisions of this Policy, they must also continue to comply with relevant Securities Laws.

14.8 Effect of Green Stock Exchange (GREENSX) Acceptance

Neither review of any supporting documents, acceptance of any Issuer Information Circular, or any Issuer Filing Statement, or the issuance of a Final Green Stock Exchange (GREENSX) Bulletin should be construed as assurance that the Issuer or any Resulting Issuer is in compliance with applicable Securities Laws, including use of any Prospectus or registration exemption or the adequacy of disclosure in any take-over bid circular, offering memorandum or other disclosure document. Similarly, neither review of any supporting documents, acceptance of any Issuer Information Circular, or any Issuer Filing Statement, or the issuance of a Final Green Stock Exchange (GREENSX) Bulletin should be construed as an assurance as to the merits of an investment in the securities of any issuer.

14.9 Undertakings

If there is a change in the directors and/or officers of a Issuer or a combined Issuer, each new director and officer of the Issuer or combined Issuer shall promptly provide the written undertaking pursuant to section 3.3(a)(ii), as applicable.

15. Issuer Combinations

15.1 Combination of a Issuer with an Existing Public Company

An existing public company may be permitted to combine with a Issuer as a Public Company Transaction subject to the following conditions:

(a) the release of the Escrow Shares of the Issuer will commence upon issuance of the Final Green Stock Exchange (GREENSX) Bulletin. A transfer within escrow from Insiders of the Issuer to existing public company directors, as part of the Public Company Transaction, may be acceptable to the Green Stock Exchange (GREENSX);

(b) the share exchange ratio between the Issuer and the existing public company must be based on the cash value of the Issuer on a pre-transaction basis.

16.1 Effective Date and Application of Policy

(a) This amended Policy is effective on January 31, 2008 (the "Effective Date").