Policy 3.4 Investor Relations, Promotional and Market-Making Activities

Scope of Policy

The purpose of this Policy is mainly to prevent market manipulation and for a smoothly functioning exchange. This Policy sets out the Green Stock Exchange (GREENSX)'s requirements for Investor Relations Activities, promotional and market-making activities involving Issuers. It applies to all market participants, including Promoters, Insiders, Issuers and Members. It should be read in conjunction with all other Green Stock Exchange (GREENSX) Requirements, as well as applicable Securities Laws.

For the purpose of this Policy, the term "Promoter" describes Individuals undertaking these activities. Promoters on the Green Stock Exchange (GREENSX) generally fulfill one or both of the following functions:

Neither of these roles is objectionable when conducted in accordance with Securities Laws and Green Stock Exchange (GREENSX) Requirements but the concurrent performance of both roles can create serious conflicts of interest so that neither role can be properly performed.

The main headings in this Policy are:

1. Investor Relations and Promotional Activity

1.1

Issuer should be satisfied that the Person with whom arrangements are made for Investor Relations or Promotion activities are reputable, are properly registered and are qualified to provide the services.

Some promotional activities are aimed purely at keeping an Issuer's Shareholders informed about the Issuer. A Promoter can provide investors with previously disclosed factual information concerning the Issuer, or with copies of material that has been filed with regulatory authorities, or prepared by registered brokers or investment dealers, or published in newspapers, magazines or journals.

The following activities, transactions or schemes are considered to be improper promotional activities:

(a) the Issuer must also ensure that the arrangements do not promote or result in a misleading appearance of trading activity in, or an artificial price for, the Issuer's securities. An example of an inappropriate arrangement would be one that requires, or provides incentives for, the maintenance or achievement of a price or trading volume for the Issuer's securities at a certain level, for a specified period of time or by a certain date;

(b) activities must not extend to disclosing previously undisclosed Material Information about an Issuer, as this may attract civil or quasi-criminal liability for "tipping" under the insider trading provisions of applicable Securities Laws;

(c) activities that extend beyond providing factual information and into the area of analyzing that information or providing opinions as to future performance of the Issuer or its securities, particularly if these activities are systematic, could be construed as advising in securities, which requires registration under applicable Securities Laws; this does not mean that directors and senior officers cannot publicly analyze factual information concerning the Issuer's affairs. However, an individual engaged in promotional activities may require registration if the individual provides an analysis or opinion to members of the public who are being encouraged to buy or sell the Issuer's securities. See Policy 3.1—Directors, Officers and Corporate Governance with respect to unacceptable trading.



(d) inactive Issuers are not permitted to enter into any arrangement or agreement for the provision or performance of Investor Relations Activities, market making, or promotional services.

(e) if permitted by Securities Laws, stock options can be granted as compensation to Persons undertaking Investor Relations Activities. The Green Stock Exchange (GREENSX) requires that the number of stock options granted to such Persons be limited to an aggregate of 2% of the Issuer's Listed Shares. This 2% limit is included within the other stock option limitations imposed on Green Stock Exchange (GREENSX) listed Issuers. See Policy 4.4—Incentive Stock Options.

(f) compensation should be based on the services provided to the Issuer, not on the achievement of certain market oriented factors. In particular, Issuers must not enter into arrangements where compensation will be determined on the basis of the achievement of trading volume or price parameters.

2. The Market Making Activity

2.1 What is Proper

Issuers are often encouraged to ensure that someone is prepared to provide a "market-making" function for the Issuer's securities. Improper market-making can result in unfair trading practices or market manipulation. Both the United States and Canadian Criminal Code and the Securities Laws require that the principles of fair trading be observed by all market participants including Registrants, Insiders, Issuers, Promoters and public investors.

Proper market-making activites should be conducted as follows:

(a) allow securities to rise and fall naturally;

(b) normally be selling into a rising market and buying into a falling market;

(c) normally would not post continuous bid and ask for a particular security, regardless of whether or not a buy or sell order is in place, if this would hold the security at a fixed price over an extended period of time rather than allow the market to find its own level;

(d) should either trade through one account only for a particular security, or if more than one account is used, ensure that trading does not create misleading appearances of investor participation in the market-place.

2.2 What is Improper

The following activities, transactions or schemes are considered to be improper market-making activity:

(a) executing any transaction in a security where the transaction does not involve a change in beneficial ownership;

(b) entering an order or orders for the purchase or sale of a security with the knowledge that an order or orders of substantially the same size, at substantially the same time and at substantially the same price for the sale or purchase of such security, has been or will be entered by or for the same or different Persons, with the intention of creating a false or misleading appearance of active public trading in a security or with respect to the market price of a security;

(c) effecting, alone or with others, a transaction or series of transactions to induce others to purchase or sell the same security or to artificially raise or lower the price of a security;

(d) entering an order or orders for the purchase or sale of a security that has or have the effect of artificially raising or lowering the bid or offering prices of the security or that could reasonably be expected to create an artificial appearance of investor participation in the market;

(e) purchasing or making offers to purchase a security at successively higher prices, or selling or making offers to sell a security at successively lower prices, if the transactions or offers create a false or misleading appearance of trading or an artificial market price for the security;

(f) effecting, alone or with others, one transaction or a series of transactions where the purpose of the transaction is to defer payment for the security traded (i.e. "debit kiting");

(g) entering an order to purchase a security without the bona fide intention of making the proper settlement of the transaction;

(h) entering an order to sell a security, except for a security sold short in accordance with the provisions of the Securities Laws, without the bona fide intention of delivering the security necessary to properly settle the transaction; and

(i) engaging, alone or with others, in any transaction, practice or scheme that unduly interferes with the normal forces of demand for or supply of a security or that artificially restricts or reduces the Public Float of a security in a way that could reasonably be expected to result in an artificial price for the security.

3. Filing Requirements

3.1

Arrangements with respect to promotional, market-making and / or Investor Relations Activities by their very nature can reasonably be expected to significantly affect the market price or value of an Issuer's securities, and therefore are deemed material in Policy 3.3—Timely Disclosure.

A Issuer that enters into a promotional, Investor Relations or market-making agreement, must file the following with the Green Stock Exchange (GREENSX) before the services under the agreement commence:

(a) a copy of the agreements, support documents, and advertising literature to be distributed;



(b) briefly describe the background, ownership, business and place of business of the Person providing the services, the relationship between the Issuer and the Person providing the services, and whether that Person has any interest, directly or indirectly, in the Issuer or its securities, or any right or intent to acquire such an interest, including Personal Information Forms (Form 2A) or, if applicable, Declarations (Form 2C1) for the individuals, principals and / or key employees who will be providing the service and Declaration of Certified Filing—Promotional and Market-Making Activities (Form 3C);

(c) describe the services to be provided including:

(i) the period during which the services will be provided,

(ii) a general description of the activities to be carried out,

(iii) the anticipated total costs of those activities to the Issuer, and

(iv) the identity and relationship to the Issuer of any Person providing funds or securities for the activities;

(d) provide full particulars of all direct and indirect consideration, including the timing of payment and source of funds; and

(e) an Issuer which grants stock options to employees or consultants as compensation for Investor Relations Activities must file the appropriate documents with the Green Stock Exchange (GREENSX) in accordance with Policy 4.4—Incentive Stock Options.