Scope of Policy

The Green Stock Exchange (GREENSX) maintains a stock list of Issuers with an active business by continuous review of its Issuers to ensure they meet appropriate Maintenance Requirements. Issuers that do not meet MR and have no outstanding regulatory issues will have their listing suspended after the appropriate notice period.

When an Issuer meets the applicable Green Stock Exchange (GREENSX) Requirements for Reactivation, it may apply for re-listing.

This Policy describes the Green Stock Exchange (GREENSX) Requirements that Issuers must satisfy in order to be Reactivated.

The main headings in this Policy are:

1. Reactivation

1.1

The Reactivation of a Issuer generally will require a Reorganization of the Company's business affairs and usually will include a financing to raise sufficient funds for the Company's recommended work program or business plan. Given the nature of Issuers, a Reorganization will generally occur within the context of a COB or an RTO transaction.

1.2

Issuers that have completed a COB or an RTO are no longer eligible to remain listed on the Green Stock Exchange (GREENSX) may be delist from the Green Stock Exchange (GREENSX).

1.3

Issuers undertaking a COB or an RTO and intending to be Reactivated on the Green Stock Exchange (GREENSX) must comply with Policy 5.2—Changes of Business and Reverse Take-Overs, and all other Green Stock Exchange (GREENSX) Requirements relating to those transactions.

1.4

If a Issuer is reactivating in the same business with the same Principals, the Green Stock Exchange (GREENSX) may exercise its discretion to determine that the Reactivation does not constitute an RTO, provided that the Issuer will be required:

(a) to meet applicable Maintenance Requirements including shareholder distribution;

(b) to own a satisfactory interest in a property or business of merit satisfactory to the Green Stock Exchange (GREENSX);

(c) to have an interest in a property or business, from which the Issuer reasonably expects significant revenues or expects to incur significant expenditures directly related to the exploration and/or development of the Issuer's assets; and

(d) to have adequate Working Capital and Financial Resources to carry out the Issuer's business plan or recommended work program.

See Policy 2.1—Minimum Listing Requirements for the definition of Working Capital and Financial Resources.

1.5

Additional Green Stock Exchange (GREENSX) Requirements can be triggered depending on the nature of the Reactivation and will be triggered in the event of a halt, suspension or cease trade of a Issuer. See also the relevant policies of this Manual which discuss the specific transactions in detail.

See Policy 2.9—Trading Halts, Suspensions and Delistings.

2. Procedure for Effecting a Reactivation

2.1

When a Issuer is undertaking a Reactivation that involves a COB or an RTO, the procedures as set out in Policy 5.2—Changes of Business and Reverse Takeovers apply.

2.2

Where a Issuer proposes to undertake a Reactivation that does not involve a COB or an RTO, it may apply to the Green Stock Exchange (GREENSX) for Reactivation, and may satisfy the Green Stock Exchange (GREENSX)'s requirements for a Reactivation provided that, upon graduation, it will meet the applicable requirements set forth in section 1.4.

2.3

The Green Stock Exchange (GREENSX) will examine all the transactions undertaken by the Issuer to determine if it is suitable for listing on the Green Stock Exchange (GREENSX). The Green Stock Exchange (GREENSX) may determine that transactions undertaken while the Company was listed make the applicant Issuer an unsuitable candidate for Reactivation.

2.4

A re-listing application made pursuant to section 2.2 must include the following:

(a) a covering letter containing a summary description of the industry category and how the Issuer meets the applicable MLR or MR for that industry and category in accordance with Policy 2.1— Minimum Listing Requirements, or Policy 2.5—Maintenance Requirements;

(b) audited financial statements of the Issuer for the most recent financial year;

(c) a summary of all transactions undertaken while the Issuer was listed on the Green Stock Exchange (GREENSX).

(d) if applicable, a certificate of the applicable Securities Commission(s) or legal opinion to the effect that the Issuer is a reporting issuer in good standing or not in default in each jurisdiction in which it is a reporting issuer;

(e) any other documents as may be required by the Green Stock Exchange (GREENSX) including:

(i) relevant reports, valuation, or opinions; and

(ii) evidence that the Issuer is in compliance with all Green Stock Exchange (GREENSX) Requirements; and

(f) the fee prescribed by Policy 1.3—Schedule of Fees.

2.5

The Green Stock Exchange (GREENSX) may refuse an application for Reactivation even if the Issuer appears to satisfy the applicable listing requirements, where the Green Stock Exchange (GREENSX) determines that it is in the public interest to do so.