<<

4 Realizing Your Vision ACCESS TO 5 Going Public 6 's Global CAPITAL Capital Markets

7 Opportunities For Companies $43B At Every Stage Of Growth 8 Opportunities For in equity capital International And U.S. raised #3 Companies among global peers for new international 9 Steps To Listing * listings 13 Graduation To 2,000+ Exchange financings 14 Supporting Your Growth

16 DIVERSIFIED INDUSTRIES

ACCESS TO SECTORS 18 INNOVATION LIQUIDITY 20 MINING 22 ENERGY 167B shares traded 24 Listing Requirements

30 Market Intelligence Group (MiG)

Access 30 TSX Trust to Global Investors 31 The Listing Experience 32 Directory Of Contacts

* Source: The World Federation of Exchanges, TSX/TSXV Market Intelligence Group and exchange websites. As at December 31, 2020. REALIZING VISION YOUR 4 REALIZING YOURVISION REALIZING Going publicenhances your company’s visibility. Greater timely andcost-effective manner. ability to complete mergers andacquisitions inamore finance suchatransaction. Thiscan alsoimprove your can beatax-efficient and cost-effective vehicle to of adirect cash offering. Usingshares for anacquisition currency substitute to acquire target companies, instead As apubliccompany, your shares can beusedasa U.S. andglobally. by givingyou access to poolsofcapital inCanada,the shares can alsoexpand anddiversify your investor base operations, hiringoracquisitions. The issuance ofpublic opportunities to grow your business viaexpansion of Going publiccan provide your company withfinancing and can beused asarecruitment incentive. can have animmediate andtangible value to employees, company’s performance andsuccess. Share ownership to ensure stronger employee commitment to your without depleting cash reserves. Thiscan serve good mechanismsfor compensating your employees options andemployee share purchase programs are company andbenefitfrom being shareholders. Stock Your employees can participate intheownership ofyour private company. lead to better thanwould beachieved asa shares. Greater liquidityinthepublicmarket can often an efficientandregulated vehicle inwhichto trade their your company’s shares, providing your investors with Becoming apubliccompany establishes amarket for company’s value. for your company’s shares andpotentially increase your following your company, whichmay increase demand this can result inamore diversified group ofinvestors with ahigherprofile andgreater credibility. Ultimately, sector investment analysts can provide your company publicly filed documents andcoverage ofyour shares by public awareness gainedthrough mediacoverage, AND PRESTIGE INCREASE VISIBILITY FACILITATE GROWTH FINANCING OPPORTUNITIES ACCESS TO CAPITAL AND FUTURE REALIZINGMECHANISMS CREATE EMPLOYEE INCENTIVE SHAREHOLDERS PROVIDE LIQUIDITY FOR

GOING PUBLIC 5

ARE YOU READY TO LIST?

To start, ask yourself the following questions to determine GOING whether you are ready to list. EXPERIENCE AND EXPERTISE Does your management team and board have the experience and 1 expertise for both your industry PUBLIC and the public markets? Going public is a major milestone for

any company and is a decision requiring TAX OPTIMIZATION careful consideration and expert advice. Do you have a plan for tax optimization Our team will work closely with your and planning at personal, shareholder and company level? company’s management and expert 2 advisors to guide you through every stage of the listing process. CORPORATE GOVERNANCE CONTROLS Has your company put in place the appropriate corporate governance Preparation is critical for a company to be successful controls for a public company? in accessing the public markets and then positioning the 3 company to build an investor base as a public company.

The best advice is to be ready to go public, so when CAPITAL INVESTMENT the market opportunity is open your company is ready to execute. Has your management team and board of directors invested their 4 capital in the company?

REPORTING AND CONTROLS Has your company developed the appropriate financial reporting and 5 internal controls for a public company?

ATTRACTIVENESS Does your company have an 6 attractive growth profile?

FORECAST Does your business model allow your company to accurately 7 forecast revenue? 6 GOING PUBLIC

LEVERAGING CANADA’S CANADA'S ECONOMIC STRENGTH TSX and TSXV’s significance as world-class equities GLOBAL CAPITAL markets is reflected in the broader strength of the Canadian economy. According to the Economist MARKETS Intelligence Unit, Canada is the best country in the G20 for doing business (2021-2025).*** Canada’s economy is broadly diversified with key Toronto (TSX) strengths in manufacturing, financial services and technology. This, coupled with Canada’s diverse and TSX Venture Exchange natural resources base including oil and gas, coal, (TSXV) ("the Exchange") provide nickel, copper, zinc, uranium and diamonds makes Canada a viable destination to raise capital and companies with access to equity leverage Canadian financial expertise. capital and the benefits of being listed on a leading global exchange with integrity, liquidity and opportunity. 3,200+ total number of GATEWAY TO NORTH listed issuers on TSX and TSXV AMERICAN CAPITAL Companies listed on TSX and TSXV have access to North American capital markets, one of the Equity Financing On TSX & TSXV world’s largest capital pools. With a wide investor ($ Billions) base providing liquidity, our Exchanges serve as access points to the Canadian and U.S. markets for $62 companies seeking growth and expansion capital. $55 $41 $43 TOP-RATED BANKING SYSTEM $39 Canada’s banking system has been ranked as one of the soundest in the world for 12 years in a row by the World Economic Forum*. Canada’s banks are also well managed, well regulated and well capitalized. A strong and stable banking system is at the heart of the country’s economic stability. Canada ranks second in the G20 for foreign direct 2016 2017 2018 2019 2020 investment to GDP ratio**, and has an established AAA credit rating from Standard and Poor’s. IPOs Private Placements Public Offerings

A Diverse Issuer Base

MARKET CAP ($B) $1,818 $521 $469 $412 $250 $25 $0.6 $0.1

ISSUERS 517 1,146 451 217 794 129 Diversified Industries Mining Innovation Energy Exchange Traded Funds Capital Pool Company BREAKDOWN BREAKDOWN BREAKDOWN 32 Communications & Media 80 Clean 49 Energy Technology Services 108 Consumer Products & Services 2 151 Life Sciences 148 Oil & Gas SPAC 129 Financial Services 220 Technology 20 Utilities & 162 Industrial Products & Services Pipelines 82 86 Real Estate Closed-End Funds

* World Economic Forum, Global Competitiveness Index 2019-2020. ** United Nations Conference on Trade and Development, 2020. ***Economist Intelligence Unit, November 2020. GOING PUBLIC 7

OPPORTUNITIES FOR COMPANIES AT EVERY STAGE OF GROWTH

TSX and TSXV are world-class markets that provide access to financing for companies at various stages of growth.

Financing Growth Companies

PUBLIC EQUITY

TORONTO STOCK EXCHANGE CAPITAL REQUIRED CAPITAL TSX VENTURE EXCHANGE

PRIVATE CAPITAL

FOUNDERS

ANGEL INVESTORS

VENTURE CAPITALISTS

PRIVATE EQUITY

Stable Project/Idea R&D or Prototype Commercial Stage Production Stage Operating History

STAGES OF COMPANY GROWTH

2020 MARKETS AT A GLANCE TSX TSXV TSX & TSXV

Listed Issuers 1,640 1,649 3,289

Quoted Market Value ($ Billions) 3,399 78 3,477

Median Quoted Market Value ($ Millions) 148 11 35

Average Quoted Market Value ($ Millions) 2,072 47 1,057

Total Equity Capital Raised ($ Billions) 36 6.6 43

Average Equity Capital Raised ($ Millions) 68 3.5 18

Going Public Activity* 171 129 300

Graduates from TSXV 20 - 20

* Includes Initial Public Offerings, Capital Pool Company IPOs, Reverse Takeovers, Qualifying Transactions, Qualifying Acquisitions and others. As at December 31, 2020. 8 GOING PUBLIC

U.S. Companies Listed Across All Sectors GATEWAY TO NORTH AMERICAN Mining Communication CPC Closed-End Funds/ 28% & Media 1% ETFs/SPAC INSTITUTIONAL CAPITAL 1% 3% Consumer Products With limited options in the international market Technology & Services for mid-market companies seeking growth capital, 17% 4% as well as the increasing costs of regulatory Financial Services compliance, more and more international 4% companies are using a listing on TSX or TSXV as Life Sciences a platform in order to reach Canadian and U.S. 16% Industrial Products & Services investors who can trade directly in Canada. TSX 6% and TSXV are uniquely positioned in North America Clean Technology Real Estate and a significant part of the daily flow of trading 8% 6% Oil & Gas 6% comes from U.S.-based investors. OPPORTUNITIES FOR INTERNATIONAL AND U.S. COMPANIES

International Listings By Country/Region

U.S. Israel 50% 5% RANKED #3 Other among global peers for 7% new international listings* Latin America 7%

Australia /NZ/PNG 8%

UK/Europe Asia 13% 11% 228 20 international new and U.S. international companies companies are listed listed in on TSX and 2020 TSXV

* Source: The World Federation of Exchanges, TSX/TSXV Market Intelligence Group and exchange websites. As at December 31, 2020. GOING PUBLIC 9

STEP

DETERMINE1 THE MARKET FOR YOUR BUSINESS

OPPORTUNITIES FOR STEPS LISTING ON TSX WHY LIST ON TSX? Market for established businesses and management teams with experience INTERNATIONAL AND Listing on Toronto Stock Exchange in public markets. is the right choice for growth- oriented companies with strong Access to international institutional investors. U.S. COMPANIES performance track records. Globally visible indices utilized by investors. TSX is globally recognized as a leading international Corporate governance appropriate for stock exchange, known for its standards of fairness and established issuers. innovative approach to trading. TSX provides companies with a dynamic market in which to raise capital, while 160+ year history. offering a range of benefits that include enhanced liquidity,

specialized indices, visibility and analyst coverage. Respected, leading global exchange. LISTING TO

LISTING ON TSXV WHY LIST ON TSXV? Access to capital for early-stage companies and smaller financings (typical financing Listing on TSX Venture Exchange range: $2 million to $20 million). is the right choice for companies looking to access public venture Extensive mentorship program for newly public companies. capital to facilitate their growth. Streamlined graduation to TSX. Companies listed on TSXV are provided with the opportunity to gain a solid foothold in the public market, Tailored listing and corporate governance with the potential to work towards graduation to TSX requirements for small-cap companies. and access to larger pools of capital. TSXV has listing requirements that are tailored to a company’s industry Access to investment banking support for sector, stage of development, financial performance and financing and acquisitions as well as research operational resources. to support the company’s investor base. 10 GOING PUBLIC

STEP

DETERMINE THE METHOD OF LISTING Initial Public Offering An IPO requires the completion 2 of an application for listing and the filing of a prospectus with the applicable Canadian securities regulatory authority(ies). Reverse Takeover A FLEXIBLE APPROACH We have a long history of listing companies through reverse takeover Toronto Stock Exchange and TSX Venture Exchange have created a transactions. A reverse merger allows flexible approach to raising public capital. Recognizing that the financial a private company to vend into a requirements of companies are unique to their size and stage of growth, TSX- or TSXV-listed company or shell. the process of going public on either of our Exchanges is efficient and cost-effective. Working with your advisors will help determine which Qualifying Transaction/ listing method is right for your company in current market conditions. Qualifying Acquisition CPCs or SPACs are companies listed with cash on their balance sheets. Structures For Going Public They are designed as a pathway to take companies public in an efficient way. Initial Public Offering (IPO) Direct Listing If your company is currently listed on Reverse Takeover (RTO) TSX another exchange or if it meets listings criteria you may qualify for a direct Qualifying Transaction/Acquisition (QT/QA) listing on TSX or TSXV. It is an efficient TSXV mechanism to access a broader pool of investors and to leverage your Direct Listing listing in another market.

SPECIAL PURPOSE The SPAC program offers an alternative vehicle for listing on TSX. Unlike a traditional IPO, the SPAC program enables seasoned directors and ACQUISITION officers to form a corporation that contains no commercial operations or CORPORATION assets other than cash. The SPAC is then listed on TSX via an IPO, raising a minimum of $30 million. 90% of the funds raised are placed in escrow, (SPAC) and must then be used toward the acquisition of an operating company or PROGRAM assets within 36 months of listing, defined as a Qualifying Acquisition. SPAC GOING PUBLIC 11

A Two-Step Alternative To The Traditional IPO CAPITAL POOL The CPC program is a unique listing vehicle that can make particular sense for COMPANY® smaller companies going public. The program connects experienced investors with private companies by dividing the traditional IPO process in two: the (CPC) creation of the CPC public vehicle shell and the Qualifying Transaction (QT). PROGRAM CPC

Outlining The CPC Process

CPC Founders provide seed capital & create corporate vehicle; then IPO to provide public distribution

5-10% of Resulting Issuer*

NEW PUBLIC PRIVATE COMPANY COMPANY Looking to raise 60-70% of Resulting Issuer capital and get ownership is retained by private company shareholders, liquidity for maintaining control shareholders

20+% of the Resulting Issuer*

* The percentages used are for illustration purposes. The terms of each transaction are negotiated between CONCURRENT FINANCING TO ARMS LENGTH INVESTORS the CPC Founders and the Private Company.

CPC SUCCESS 86% STORY of CPCs have completed their QT, with 48 QTs in 2020 Over 2,500 CPCs listed since program inception† $9.5B raised by former CPCs in the last five years on TSXV 75 former CPCs currently trade on TSX $18.8B FOR MORE INFORMATION raised by former CPCs in To learn more about the modernization the last five years on TSX of the CPC Program please visit tsx.com/cpc

† CPC program was created in 1986. As at December 31, 2020. 12 GOING PUBLIC

STEP

YOUR SELECT3 YOUR TEAM OF ADVISORS COMPANY

YOUR TEAM OF ADVISORS EXPERT ADVICE International companies will need to seek advisors with experience in the Canadian marketplace. In Canada, regulatory and legal obligations are As a company looking to go applicable at both the federal and provincial levels. public, you will need to build a team of expert advisors and seek the counsel of an investment dealer, a securities Investment Dealer law firm, an auditor, an investor relations professional, and a transfer agent. Securities Law Firm

Look for professionals experienced in your industry and size of company, with the ability to offer sound financial market advice that is relevant to you and your business. Make sure you have a thorough knowledge of the policies Auditor for the appropriate exchange and the securities law requirements. A quality investor relations program is critical to your company’s ability to access capital and liquidity, enhancing your company’s visibility, reputation and investor Investor Relations communications program. The Business Development team at Toronto Stock Exchange Professional and TSX Venture Exchange can provide introductions to advisors who can help companies go public. Transfer Agent GOING PUBLIC 13

A PATH TO GREATER OPPORTUNITY

Graduating to TSX is a strategic opportunity for a company to increase its profile, liquidity and graduates from access to capital. 700+ TSXV to TSX*

BENEFITS Increased Access to Index Products Greater Visibility GRADUATION Access to Institutional Capital Enhanced Liquidity TO TORONTO GRADUATION MADE EASY STOCK Streamlined Process Your company’s TSXV files can be provided directly to TSX with your consent. EXCHANGE Reduced Listing Fees The TSX application fee is waived for potential graduates and credit will be given for any TSXV transaction fees paid in the 90 days prior to listing on TSX. $231B in Waiver of Sponsorship of TSXV graduates Sponsorship requirements can be waived in most cases.

Exchange Support A pre-file meeting with TSX staff to review process and timing can 18% help to compress the timeline of the S&P/TSX Composite for a graduation. Index† constituents are graduates of TSXV * From January 2000 to December 2020. † The S&P/TSX Composite Index (the “Index”) is the product of S&P Dow Jones Indices LLC or its affiliates ("SPDJI") and TSX Inc. ("TSX"). Standard & Poor's® and S&P® are registered trademarks of Standard & Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and TSX® is a registered trademark of TSX. SPDJI, Dow Jones, S&P, their respective affiliates and TSX do not sponsor, endorse, sell or promote any products based on the Index and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions or interruptions of the Index or any data related thereto. As at December 31, 2020. 14 SUPPORTING YOUR GROWTH SUPPORTING YOUR GROWTH

EDUCATION PROGRAM

TMX LINX is a new centralized Complimentary one-on-one education and mentorship portal for issuers listed on Toronto program, to support company growth and success. Stock Exchange and TSX Venture Exchange (“the Exchange”) and How It Works other stakeholders to interact with the Exchange in an easy- ❶ Company executives select the sessions of interest. to-navigate, secure and efficient manner. It is the single point ❷ We arrange a time and place for each one-on-one session. of access for Exchange-listed issuers and their advisors to file ❸ Each session is designed to take about an hour. submissions and correspond with the Exchange while having full Governance transparency into the progress Principles of Good Governance of their transactions from SESSIONS start to finish. Building an Effective Board

Features Disclosure TMX Disclosure Requirements File and manage submissions online IIROC’s Role Regarding Disclosure Manage users and maintain full control over roles and permissions Investor Relations Securely upload, share and Top Ten Best Practices in IR receive important documents GROWTH ACCELERATOR GROWTH Conducting a Successful AGM Communicate directly with the Tracking, Targeting & Surveillance Exchange through the portal Board Reports Make payments online Follow-on Transactions Post Listing Transactions

Declaring Dividends

Initiating a Normal Course Issuer Bid

Trading Trading Basics

ONE-STOP EXCHANGE FILING PORTAL FILING EXCHANGE ONE-STOP Understanding Your Trading

Role of Your Market Maker Environmental, Social and Governance ESG Disclosure SUPPORTING YOUR GROWTH 15

TMX dealLINX Raising capital, simplified. Manage critical workflows and experience private placement automation with TMX dealLINX. Helps public and private companies manage critical workflows, reduce administrative burden and increase efficiency when raising capital.

Offers

Automated Workflows and Know Your Client (KYC) Reviews

Manage Subscriptions

Standardize Compliance

Enhance

Real-time Activity Dashboards

A ranking of the Top 30 Performers on Toronto With less time spent Stock Exchange. Our flagship program TSX30™, on process and more showcases the top 30 performing that on investor satisfaction, embody sustained excellence. Founded in 2019, TMX dealLINX helps the TSX30 ranks stocks based on dividend- companies take control of their funding adjusted share price appreciation over a three- and accelerate growth ambitions. year period. It provides a unique insight into important market trends, and shines a bright light on compelling Canadian companies driving TSX TRUST VIRTUAL progress across industries, and around the world. MEETINGS INNOVATING FOR CUSTOMERS FOR INNOVATING Engage your shareholders from anywhere.

TSX Trust Virtual Meetings builds on our team’s extensive expertise in all types of events to help companies deliver a cost-effective and seamless virtual TSX Venture 50™ is a ranking of top performers meeting experience. on TSX Venture Exchange over the last year. The ranking is comprised of 10 companies We go beyond video conferencing to create INVESTOR PROFILING INVESTOR from each of 5 industry sectors, selected an interactive and engaging experience for based on 3 equally weighted criteria: share your stakeholders to easily interact with price, trading, market capitalization. management and the board of directors.

TSX & TSXV INVESTOR DAYS Toronto Stock Exchange and TSX Venture Exchange hosts regular Investor Days, spotlighting public and private companies from many sectors. Engage from TSX COMPANY SERVICES As you become a publicly listed company, you will be designated anywhere to a Regional Head of Company Services who will introduce you to our broad suite of services available to your company. You can email [email protected] for more details. 16 DIVERSIFIED INDUSTRIES SECTOR After 25 years of hard “ work building our portfolio of manufactured home TSX and TSXV provide communities from scratch, we looked long and hard at access to equity capital the decision to go public. that is essential for TSX checked every box, and growth-oriented has proved to be a perfect companies from all fit for our company, our investors, and the future around the world. growth of our business. ” Kurt Keeney President and CEO of Flagship 517 Communities REIT. TSX:MHC.U companies with a total market capitalization of $1.8 trillion $3.6B equity capital raised

new KEY BENEFITS listings 6 

❶ Access To Capital Quoted Market Value REAL ESTATE REAL In 2020, Diversified Industries ($ Billions) companies raised $17.7 billion of 119 equity capital on TSX and TSXV. 96 102 97 101 ❷ Liquidity & Trading Diversified Industries companies in Canada continue to attract domestic and international investors. In 2020, 36.5 billion shares of Diversified Industries companies traded on our 2016 2017 2018 2019 2020 Exchanges. Snapshot TSX TSXV TOTAL ❸ Growth Support TSXV-listed companies have the LISTED 57 29 86 potential to graduate to TSX as COMPANIES they grow and mature. TOTAL ❹ Tailored Listing Criteria MARKET 98,929.6 2,551.9 101,481.5 CAP ($M) Listing requirements are tailored to companies at varying stages EQUITY CAPITAL 3,271.7 310.2 3,581.8 of growth. RAISED ($M)

❺ Global Visibility AVERAGE 172.2 20.7 105.3 Diversified Industries companies FINANCING ($M) listed on TSX and TSXV are covered SHARES by an average of four analysts and 4,080.4 183.8 4,264.1 TRADED (M) it is estimated that more than 40% of all trading on TSX and TSXV NEW 2 4 6 originates outside of Canada. LISTINGS ($ Billions) Quoted Market Value ($M) Snapshot LISTINGS NEW TRADED (M) SHARES FINANCING AVERAGE RAISED ($M) CAPITAL EQUITY CAP ($M) MARKET TOTAL COMPANIES LISTED 2016 303

FINANCIAL SERVICES

2017 237 5 raised capital equity $4.9B 850,107.4 11,247.2 4,879.4 TSX 487.9

74  listings new 1 2018 214 TSXV 1,274.0 6,089.7 70.3 3.2 2019 55 248 4 856,197.1 TOTAL 12,521.2 4,949.7 154.7 2020 247 129 5 Snapshot LISTINGS NEW TRADED (M) SHARES FINANCING ($M) AVERAGE RAISED ($M) EQUITY CAPITAL CAP ($M) MARKET TOTAL COMPANIES LISTED

CONSUMER PRODUCTS

“ equity capital raised $2.6B ($ Billions) Quoted Market Value 8 2016 809  Organic Energy Corp. President andCEOofGURU Carl Goyette along thisjourney. us that willsupport broad baseofinvestors access to capital from a drink industry. Itgives us to clean uptheenergy a new era ofourmission TSX allows GURUto enter strategy, listing onthe on executing ourgrowth weAs remain focused

new  listings 245,925.8 4,859.1 2,536.0 2017 896 TSX 133.5 70 2

2018 778 TSXV

923.1 944.6 67.9 4.0 38 6 2019 898 TSX:GURU

246,870.4 TOTAL 5,782.2 2,603.9

72.3 108 8 2020 856

($ Billions) Quoted Market Value ($M) Snapshot LISTINGS NEW TRADED (M) SHARES FINANCING AVERAGE RAISED ($M) CAPITAL EQUITY CAP ($M) MARKET TOTAL COMPANIES LISTED 2016 252 DIVERSIFIED INDUSTRIES SECTOR

INDUSTRIAL PRODUCTS 2017

354

$4.8B raised capital equity 4 415,195.1 9,872.3 4,725.3 TSX 315.0

2018 316 118  listings new 2 As atDecember 31,2020. TSXV 1,995.4 2019 349 915.8 61.4 3.6 44 2 417,190.5 TOTAL 10,788.0 2020 417 4,786.7 149.6 162 4 17 18 INNOVATION SECTOR

Toronto Stock Exchange and TSX Venture Exchange provide companies with dynamic markets to access $92B North American and quoted market value global capital. 80 Over 200 listed companies IPOs and new listings Quoted Market Value in the past five years, ($ Billions) 92 from Canadian, U.S. and global companies 51 RENEWABLE ENERGY RENEWABLE 43 36 37 KEY BENEFITS AND TECHNOLOGY CLEAN 2016 2017 2018 2019 2020

❶ Access To Capital • $8 billion equity capital raised by Technology companies in 2020 • Over $1 billion equity capital raised by Clean Technology and Renewable Energy companies for 12 consecutive years SECTOR SNAPSHOT • $2.1 billion equity capital raised by Life Sciences companies in 2020 ❷ Tailored Listing Criteria Listing requirements are tailored to companies at varying stages of growth. $13B ❸ Global Visibility equity capital raised in 2020 Innovation companies listed on TSX and TSXV are covered by over 300 analysts, with an average of two analysts per company. Approximately 40% of all trading on our Exchanges originates outside Canada. I am proud to see “ the company I founded ❹ Growth Support 12 years ago, and TSXV-listed companies have the potential to which I care so much graduate to TSX as they grow and mature. about, go public • 29% of Technology companies in Canada. currently listed are graduates ” • 19% of Clean Technology and Omri Brill Renewable Energy companies Chief Executive Officer currently listed are graduates of Adcore Inc. • 59% of Life Sciences companies TSX:ADCO currently listed are graduates INNOVATION SECTOR 19

330 $46B $331B quoted market value quoted market value

151 220 188 listed companies listed companies TECHNOLOGY LIFE SCIENCES LIFE Quoted Market Quoted Market Value Value 116 ($ Billions) ($ Billions) 106

84

50 49 46 39 24

2016 2017 2018 2019 2020 2016 2017 2018 2019 2020

We are breaking important new ground and paving the way for countless “ women and girls who envision a future with more potential to be leaders, I hope they can see themselves in this moment and realize that no achievement is out of reach, no matter what corner of the world you come from. As a proud Canadian, this is a moment in our nation’s history worth celebrating, and a testament to how diversity can foster a more equal and representative world while also powering a prosperous economy. ” Shahrzad Rafati Founder and CEO of BBTV Holdings Inc. TSX:BBTV

International Companies Israel by Region 12% UK/Europe 11% 38  U.S. Asia 70% 6% new international companies from Latin America 2% 2016-2020

As at December 31, 2020. 20 MINING SECTOR MINING

TSX and TSXV are home to more Mining companies than any other market in the world, and have a diversified roster of  public Mining companies by commodity and 47% stage of development. These companies of the 5,200+ mineral benefit by having greater access to capital, exploration projects visibility of transactions, analyst coverage, operated by TSX and specialized indices and tailored listing TSXV companies are requirements for all sizes of companies. outside of Canada.

TSX/TSXV Mining Companies – Global Reach Companies with mining assets located around the world

Note: A single company may have UK/Europe Russia & CIS projects in multiple countries. Source: S&P Global Market 4% 0.4% Intelligence, January 2021.

Canada Asia 53% 1.6%

U.S. Middle East 13% 0.1%

Mexico Australia/NZ/PNG 7% 2.5%

Central America & Caribbean South America Africa 1.5% 12% 6% MINING SECTOR 21

KEY BENEFITS

❶ Access To Capital 52% of all global mining financings TSX/TSXV Mining companies have raised $44 billion in the past five years through over 7,000 financings. in the past five years were MINING This represents 52% of the number of public mining completed by companies listed financings completed and 37% of the mining equity capital raised, globally. on TSX and TSXV

➋ Liquidity & Trading Almost 57.4 billion Mining company shares were traded on our Exchanges in 2020.

❸ Global Visibility 37% More than 200 global analysts cover TSX and of all global mining equity TSXV listed Mining companies and approximately capital in the past five years 40% of all trading originates outside of Canada. was raised by companies listed ❹ Growth Support on TSX and TSXV TSXV-listed companies have the potential to graduate to TSX as they grow and mature. From 2000 to 2020, 300 Mining companies have graduated from TSXV to TSX.

❺ Tailored Listing Criteria Listing requirements are tailored to companies ~45% at varying levels and accommodate a range of companies from exploration stage to production. of the world’s public Mining companies are listed on ❻ Value-added Services TSX and TSXV Supporting Growth Relevant mining business experience and in-house geologists. Mining Equity Financings $44.3 Over the Past 5 Years ($ Billions)

Source: TSX and TSXV Market Intelligence Group and S&P Global $27.2 #1  Market Intelligence. in global mining equity financings over the $8.5 past 5 years $3.8 $5.6

LSE/AIM HKEx NYSE/NYSE ASX TSX/TSXV American

As at December 31, 2020. 22 ENERGY SECTOR

TSX and TSXV are global ❸ Liquidity & Trading leaders in the Energy • In 2020, 30 billion Energy company shares were traded for a total dollar Sector, comprised of Oil value of $394 billion. & Gas, Energy Services, • Approximately 40% of TSX’s daily and Utilities & Pipeline trading originates from investors outside of Canada. A significant part companies. of that daily flow of trading comes from U.S.-based investors. ❹ Tailored Listing Criteria Listing requirements are tailored to a company’s industry sector, stage of development, financial performance and operational resources. Our listing KEY BENEFITS requirements better accommodate junior companies, including exploration stage Oil & Gas companies. ❺ Global Visibility ❶ Access To Capital • Listing on TSX and TSXV provides the • From 2016 to 2020, $52.5 billion was opportunity to attract the attention raised by Energy companies listed of Energy sector research analysts. on TSX and TSXV. • An average of five analysts cover • Some of the world’s largest asset TSX and TSXV Oil & Gas and Energy managers and financial institutions, Services companies and an average including Canadian institutional investors of 12 analysts cover Utilities & managing a cumulative $5 trillion dollars Pipeline companies. of assets, invest and trade in TSX and TSXV listed Energy companies. ❻ Growth Support • 76 equity financings were completed TSXV-listed companies have the by Energy companies in 2020. opportunity to graduate to TSX as they grow and mature. From 2000 to 2020, ❷ Experienced Exchange Staff over 150 Energy companies have Relevant Oil & Gas business experience, graduated from TSXV to TSX. including in-house geologists.

TSX and TSXV Oil & Gas Issuers with Global Operations Number of companies with Oil & Gas assets located around the world

UK/Europe TSX: 6 Companies Canada TSXV: 8 Companies TSX: 48 Companies TSXV: 47 Companies Russia & CIS TSX: 4 Companies U.S. TSXV: 1 Company TSX: 8 Companies TSXV: 19 Companies Asia TSX: 3 Companies TSXV: 5 Companies

Latin America Africa Australia/NZ/PNG TSX: 6 Companies TSX: 5 Companies TSX: 2 Companies TSXV: 14 Companies TSXV: 7 Companies TSXV: 4 Companies

Source: TSX/TSXV Market Intelligence Group. As at December 31, 2020. ENERGY SECTOR 23

OIL & GAS

We're very excited to have completed  in the world for number “ our IPO and add “listing on the TSX” #1 as another company milestone. of Oil & Gas issuers The TSX is the foundation of the Canadian capital markets and we want to thank the TSX team for their warm welcome and collaboration through our transition to a public 20% company. Listing on the TSX enables of the world's public Oil & Gas companies Topaz to reach a broad range are listed on TSX and TSXV of investors to communicate the unique qualities that make Topaz a low risk, ESG conscious energy investment. ” 12% Marty Staples of all global Oil & Gas equity was raised President and CEO of Topaz Energy Corp. on TSX and TSXV from 2016-2020 TSX:TPZ 148 $144B $20B 542 Issuers total quoted market equity capital raised total number of financings value in 2020 from 2016-2020 from 2016-2020

UTILITIES & PIPELINES 20 $251B $27B 42 Issuers total quoted market equity capital raised total number of financings value in 2020 from 2016-2020 from 2016-2020

ENERGY SERVICES 49 $18B $5.5B 156 Issuers total quoted market equity capital raised total number of financings value in 2020 from 2016-2020 from 2016-2020

As at December 31, 2020. 24 LISTING REQUIREMENTS

INDUSTRIAL, TECHNOLOGY AND RESEARCH & DEVELOPMENT COMPANIES

TSX NON-EXEMPT TSX NON-EXEMPT RESEARCH AND TSX NON-EXEMPT TSX NON-EXEMPT TSX EXEMPT TECHNOLOGY DEVELOPMENT FORECASTING PROFITABLE INDUSTRIAL TSX ISSUERS1, 7 (R&D) ISSUERS7 PROFITABILITY7 ISSUERS7 COMPANIES8

EARNINGS OR REVENUE Evidence of earnings Earnings from Earnings from from on-going on-going operations on-going operations operations for the of at least $200,000 of at least $300,000 current or next before tax and before tax and fiscal year of at least extraordinary items extraordinary items in $200,0002 before tax in the last fiscal the last fiscal year. and extraordinary year. items.

CASH FLOW Evidence of pre- Pre-tax cash flow Pre-tax cash flow of tax cash flow for of $500,000 in the $700,000 in the last the current or next last fiscal year. fiscal year, and an fiscal year of at least average pre-tax cash $500,000.2 flow of $500,000 for the past two fiscal years.

NET TANGIBLE ASSETS $7,500,0003 $2,000,0003, 4 $7,500,0003

ADEQUATE WORKING Funds to cover all Funds to cover Working capital to carry on the business, and an appropriate capital CAPITAL AND CAPITAL planned development all planned R&D structure­. STRUCTURE expenditures, capital expenditures, capital expenditures, and G&A5 expenditures and G&A5 expenses for one year.6 expenses for two years.6

CASH IN TREASURY Minimum $10,000,000 Minimum $12,000,000 in the treasury, the inthe treasury, the majority of which has majority of which has been raised by the been raised by the issuance of securities issuance of securities qualified for distribution qualified for distribution by a prospectus. by a prospectus.

PRODUCTS Evidence (satisfactory Minimum two year AND SERVICES to TSX) that products operating history or services at an that includes R&D advanced stage of activities. Evidence development or (satisfactory to TSX) commercialization of technical expertise and that management and resources to has the expertise and advance its research resources to develop and development the business.9 programme(s).10

MANAGEMENT AND Management, including the board of directors, should have adequate experience and technical expertise relevant to the BOARD OF DIRECTORS company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.

PUBLIC DISTRIBUTION Minimum 1,000,000 free Minimum 1,000,000 free trading public shares. AND MARKET trading public shares. CAPITALIZATION Minimum $4,000,000 held by public shareholders. Minimum $10,000,000 held by public 300 public shareholders each holding a board lot or more. shareholders. 300 public shareholders each holding a board lot­­. Minimum $50,000,000 market capitalization.

SPONSORSHIP Sponsor Report may be required (generally not required for IPOs or TSXV Graduates). Not required.

The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual and the TSX Venture Exchange Corporate Finance Manual which are available at www.tsx.com INDUSTRIAL, TECHNOLOGY AND RESEARCH & DEVELOPMENT COMPANIES — LISTING REQUIREMENTS 25

TSXV TIER 1 TSXV TIER 2 TSXV TIER 1 TSXV TIER 2 INDUSTRIAL TECHNOLOGY INDUSTRIAL TECHNOLOGY REAL ESTATE OR REAL ESTATE OR TSXV LIFE SCIENCES LIFE SCIENCES INVESTMENT INVESTMENT

NET TANGIBLE ASSETS, $5,000,000 net tangible $750,000 net tangible Real Estate: $2,000,000 net tangible REVENUE OR ARM’S assets or $5,000,000 assets or $500,000 in $5,000,000 net tangible assets or $3,000,000 Arm’s LENGTH FINANCING revenue. revenue or $2,000,000 assets. Length Financing. (AS APPLICABLE) Arm’s Length Financing. If no revenue, two-year Investment: management plan If no revenue, two-year $10,000,000 net tangible demonstrating reasonable management plan assets. likelihood of revenue within demonstrating reasonable 24 months. likelihood of revenue within 24 months.

ADEQUATE WORKING Adequate working capital Adequate working capital Adequate working capital Adequate working capital CAPITAL AND CAPITAL and financial resources and financial resources and financial resources and financial resources STRUCTURE to carry out stated work to carry out stated work to carry out stated work to carry out stated work program or execute program or execute program or execute program or execute business plan for 18 months business plan for 12 months business plan for 18 months business plan for 12 months following listing; $200,000 following listing; $100,000 following listing; $200,000 following listing; $100,000 unallocated funds. unallocated funds. unallocated funds. unallocated funds.

PROPERTY Issuer has significant interest in business or primary Real Estate: asset used to carry on business. Issuer has significant interest11 in real property. Investment: No requirement.

PRIOR EXPENDITURES History of operations or validation of business. Real Estate: Real Estate: AND WORK PROGRAM No requirement. No requirement. Investment: Investment: Disclosed investment (i) disclosed investment policy. policy and (ii) 50% of available funds must be allocated to at least two specific investments.

MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to the BOARD OF DIRECTORS company’s business and industry as well as adequate public company experience in Canada or a similar jurisdiction. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.

DISTRIBUTION, MARKET Public float of 1,000,000 Public float of 500,000 Public float of 1,000,000 Public float of 500,000 CAPITALIZATION AND shares; 250 public shares; 200 public shares; 250 public shares; 200 public PUBLIC FLOAT shareholders each holding shareholders each holding shareholders each holding shareholders each holding a board lot and having no a board lot and having no a board lot and having no a board lot and having no resale restrictions on their resale restrictions on their resale restrictions on their resale restrictions on their shares; 20% of issued shares; 20% of issued shares; 20% of issued shares; 20% of issued and outstanding shares and outstanding shares and outstanding shares and outstanding shares in the hands of public in the hands of public in the hands of public in the hands of public shareholders. shareholders. shareholders. shareholders.

SPONSORSHIP Sponsor report may be required.

The listing requirements above must be met at the time of listing. Any funds raised or transactions closing concurrent with listing contribute to the company meeting the listing requirements. ① Generally includes companies engaged in hardware, software, ➅ A quarterly projection of sources and uses of funds, for the relevant period, telecommunications, data communications, information technology and new including related assumptions signed by the CFO must be submitted. Projection technologies that are not currently profitable or able to forecast profitability. should exclude uncommitted payments from third parties or other contingent cash receipts. R&D issuers should exclude cash flows from future revenues. ➁ Applicants should file a complete set of forecast financial statements covering the current and/or next fiscal year (on a quarterly basis). Forecasts ➆ Exceptional circumstances may justify granting of a listing, notwithstanding must be accompanied by an independent auditor’s opinion that the forecast minimum requirements – generally an affiliation with established business and/or complies with the CICA Auditing Standards for future-oriented financial exceptionally strong financial position is required. information. Applicants should have at least six months of operating history, ➇ ➆, as well as for granting Exempt status. Special purpose issuers are generally including gross revenues at commercial levels for the last six months. considered on an exceptional basis. ➂ Under certain circumstances, deferred development charges or other ➈ “Advanced stage of development or commercialization,” generally restricted to intangible assets can be included in net tangible asset calculations. historical revenues from the issuer’s current business or contracts for future sales. ➃ Companies with less than $2 million in net tangible assets may qualify for listing Other factors may also be considered. if the earnings and cash flow requirements for exempt companies are met. ⑩ Other relevant factors may also be considered. ➄ “G&A” means general and administration expenses. ⑪ "significant interest" means at least 50% interest. 26 LISTING REQUIREMENTS

MINING COMPANIES

TSX NON-EXEMPT EXPLORATION TSX AND DEVELOPMENT STAGE TSX NON-EXEMPT PRODUCER TSX EXEMPT

PROPERTY Advanced Property detailed in At least three years proven and At least three years proven and REQUIREMENTS technical report prepared by an probable reserves as calculated probable reserves as estimated independent qualified person. by an independent qualified by an independent qualified Minimum 50% ownership of person (if not in production, a person. property.3 production decision made).

RECOMMENDED WORK $750,000 on advanced Bringing the mine into Commercial level mining PROGRAM exploration property2 as commercial production. operations. recommended in a technical report6 prepared by an independent qualified person.

WORKING CAPITAL AND Minimum $2,000,000 working Sufficient funds to bring Adequate working capital FINANCIAL RESOURCES capital and appropriate the mine into commercial to carry on the business. capital structure. Sufficient production; plus adequate Appropriate capital structure. funds to complete planned working capital for all budgeted programme meeting G&A1 costs, capital expenditures and to carry property payments and capital on the business. Appropriate expenditures for 18 months. capital structure.

NET TANGIBLE ASSETS, $3,000,000 net tangible assets. $4,000,000 net tangible assets; $7,500,000 net tangible assets; EARNINGS OR REVENUE evidence indicating a reasonable pre-tax profitability from ongoing likelihood of future profitability operations in last fiscal year; supported by a feasibility study pre-tax cash flow of $700,000 or documented historical in last fiscal year and average production and financial pre-tax cash flow of $500,000 for performance. past two fiscal years.

OTHER CRITERIA Management-prepared 18 month projection (by quarter) of sources and Up-to-date, comprehensive uses of funds detailing all expenditures and signed by CFO. technical report6 prepared by independent qualified person.

MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to BOARD OF DIRECTORS the company’s mining projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.

DISTRIBUTION, MARKET Minimum 1,000,000 freely tradeable shares with market value of $4,000,000 held by at least 300 public holders, CAPITALIZATION AND each with one board lot or more. PUBLIC FLOAT

SPONSORSHIP Required (may be waived if sufficient previous third party due diligence). Not required.

The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual and the TSX Venture Exchange Corporate Finance Manual which are available at www.tsx.com MINING COMPANIES — LISTING REQUIREMENTS 27

TSXV TSXV TIER 1 TSXV TIER 2

PROPERTY Material interest in a Tier 1 property.4 Significant interest5 in a qualifying property or, at REQUIREMENTS discretion of TSXV, a right to earn a significant interest5 in a qualifying property. Sufficient evidence of no less than $100,000 of exploration expenditures on the qualifying property in the past three years.

RECOMMENDED WORK $500,000 on the Tier 1 property4 as recommended $100,000 of Approved Expenditures by the issuer on the PROGRAM in a geological report.6 qualifying property within 36 months period preceding application of listing; $200,000 on the qualifying property as recommended in a geological report6.

WORKING CAPITAL AND Adequate working capital and financial resources to carry Adequate working capital and financial resources to carry FINANCIAL RESOURCES out stated work program or execute business plan for 18 out stated work program or execute business plan for 12 months following listing; $200,000 in unallocated funds. months following listing; $100,000 in unallocated funds.

NET TANGIBLE ASSETS, $2,000,000 net tangible assets. No requirement. EARNINGS OR REVENUE

OTHER CRITERIA A geological report6 recommending completion of work program.

MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to the BOARD OF DIRECTORS company’s mining projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.

DISTRIBUTION, MARKET Public float of 1,000,000 shares; 250 public shareholders Public float of 500,000 shares; 200 public shareholders CAPITALIZATION AND each holding a board lot and having no resale restrictions each holding a board lot and having no resale restrictions PUBLIC FLOAT on their shares; 20% of issued and outstanding shares in on their shares; 20% of issued and outstanding shares in the hands of public shareholders. the hands of public shareholders.

SPONSORSHIP Sponsor report may be required.

➀ “G&A” means general and administrative expenses. †Mining Disclosure Standards ➁ TSX will consider a property to be sufficiently advanced if continuity of National Instrument 43-101 is the Canadian Securities Administrators’ policy that governs mineralization is demonstrated in three dimensions at economically the scientific and technical disclosure for mineral projects made by mineral exploration interesting grades. and mining companies, including the preparation of technical reports. The instrument covers oral statements as well as written documents and websites. NI 43-101 requires that ➂ A company must hold or have the right to earn and maintain at least a 50% all technical disclosure be prepared by or under the supervision of a “qualified person.” interest in the property. Companies holding less than a 50% interest will Issuers are required to make disclosure of reserves and resources using definitions be considered on a case-by-case basis looking at program size stage of approved by the Canadian Institute of Mining, Metallurgy and Petroleum. National advancement of the property and strategic alliances. Instrument 43-101 is available at: www.osc.gov.on.ca/en/15019.htm ➃ “Tier 1 property*” means a property that has substantial geological merit and is: a. a property in which the Issuer holds a material interest; b. a property on which previous exploration, including detailed surface geological, geophysical and/or geochemical surveying and at least an initial phase of drilling or other detailed sampling (such as trench or underground opening sampling), has been completed; c. a property that has, at a minimum, a current inferred mineral resource; and d. an independent geological report recommends a minimum $500,000 Phase 1 drilling (or other form of detailed sampling) program based on the merits of previous exploration results; or an independent, positive feasibility study demonstrates that the property is capable of generating positive cash flow from ongoing operations. * see guidance note at Policy 1.1 of the TSXV Corporate Finance Manual ➄ “significant interest” means at least 50% interest. ➅ “geological report” or “technical report”, in the case of a mining property, is a report prepared in accordance with National Instrument 43-101† – Standards of Disclosure for Mineral Projects or any successor instrument. 28 LISTING REQUIREMENTS

OIL & GAS COMPANIES (EXPLORATION OR PRODUCING)

TSX NON-EXEMPT OIL & GAS TSX NON-EXEMPT OIL & GAS TSX EXEMPT OIL & GAS TSX DEVELOPMENT STAGE ISSUERS9 PRODUCING ISSUERS ISSUERS4

NET TANGIBLE ASSETS No requirements. Pre-tax profitability from ongoing OR EARNINGS operations in last fiscal year. Pre-tax cash flow from ongoing operations of $700,000 in last fiscal year and average pre-tax cash flow from ongoing operations of $500,000 for the past two fiscal years.

WORKING CAPITAL AND Adequate funds to either: Adequate funds to execute the Adequate working capital to carry FINANCIAL RESOURCES program and cover all other capital on the business. Appropriate capital (a) execute the development plan and expenditures and G&A1 and debt structure. cover all other capital expenditures 1 service expenses for 18 months with & G&A and debt service expenses, a contingency allowance; 18 month for 18 months with a contingency projection of sources and uses allowance; of funds signed by CFO; appropriate OR capital structure. (b) bring the property into commercial production, and adequate working capital to fund all budgeted capital expenditures and carry on the business. Applicable to both (a) and (b) 18 month projection of sources and uses of funds signed by CFO;6 appropriate capital structure.

DISTRIBUTION, MARKET At least 1,000,000 freely tradable At least 1,000,000 freely tradable shares with an aggregate market value of CAPITALIZATION AND shares with an aggregate market $4,000,000; minimum 300 public holders, each with one board lot or more. PUBLIC FLOAT value of $4,000,000; minimum 300 public holders, each with one board lot or more. Minimum market value of the issued securities that are to be listed of at least $200,000,000.

SPONSORSHIP Sponsor report may be required (generally not required for IPOs or TSXV Not required. Graduates).

PROPERTY Contingent resources7 of $3,000,000 proved developed $7,500,000 proved developed REQUIREMENTS $500,000,000.8 reserves.2, 5 reserves.2, 5

RECOMMENDED WORK Clearly defined development plan, Clearly defined program PROGRAM satisfactory to TSX, which can to increase reserves. reasonably be expected to advance the property.

MANAGEMENT AND Management, including the board of directors, should have adequate experience and technical expertise relevant to BOARD OF DIRECTORS the company’s Oil & Gas projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.

OTHER CRITERIA Up-to-date technical report prepared by an independent technical consultant (NI 51-1013).

The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual and the TSX Venture Exchange Corporate Finance Manual which are available at www.tsx.com OIL & GAS COMPANIES — LISTING REQUIREMENTS 29

TSXV TSXV TIER 1 TSXV TIER 2

NET TANGIBLE ASSETS, No requirements. EARNINGS OR REVENUE

WORKING CAPITAL AND Adequate working capital and financial resources to carry Adequate working capital and financial resources to carry FINANCIAL RESOURCES out stated work program or execute business plan for 18 out stated work program or execute business plan for 12 months following listing; $200,000 unallocated funds. months following listing; $100,000 unallocated funds.

DISTRIBUTION, MARKET Public float of 1,000,000 shares; 250 public shareholders Public float of 500,000 shares; 200 public shareholders CAPITALIZATION AND each holding a board lot and having no resale restrictions each holding a board lot and having no resale restrictions PUBLIC FLOAT on their shares; 20% of issued and outstanding shares in on their shares; 20% of issued and outstanding shares in the hands of public shareholders. the hands of public shareholders.

SPONSORSHIP Sponsor report may be required.

PROPERTY Exploration – $3,000,000 in reserves of which a minimum Exploration – either (i) Issuer has an unproven property REQUIREMENTS of $1,000,000 must be proved developed reserves2 and with prospects or (ii) Issuer has joint venture interest and the balance probable reserves. $5,000,000 raised by Prospectus offering. Producing – $2,000,000 in proved developed reserves.2 Reserves – either (i) $500,000 in proved developed producing reserves or (ii) $750,000 in proved plus probable reserves.

RECOMMENDED Exploration – satisfactory work program (i) of no less Exploration – minimum of $1,500,000 allocated by issuer WORK PROGRAM than $500,000 and (ii) which can reasonably be expected to a work program as recommended in a geological report to increase reserves, as recommended in a geological except were Issuer has a joint venture interest and has report. raised $5,000,000 in Prospectus offering. Producing – No requirement. Reserves – (i) satisfactory work program and (ii) in an amount no less than $300,000 if proved developed producing reserves have a value of less than $500,000 as recommended in a geological report.

MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to the BOARD OF DIRECTORS company’s business and industry as well as adequate public company experience in Canada or a similar jurisdiction. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.

OTHER CRITERIA A geological report recommending completion of work program.

➀ “G&A” means general and administrative expenses. ➇ The Company must submit a technical report prepared by an independent technical consultant that conforms to National Instrument 51-101 and be acceptable to ➁ “Proved developed reserves” are defined as those reserves that are expected TSX. Reports prepared in conformity with other reporting systems deemed by TSX to be recovered from existing wells and installed facilities, or, if facilities have to be the equivalent of NI 51-101 will normally be acceptable also. The value of not been installed, that would involve low expenditure, when compared to the the resources should be calculated as the best-case estimate of the net present cost of drilling a well, to put the reserves on production. value of future cash flows before income taxes, prepared on a forecast basis, and ➂ “NI 51-101” means National Instrument 51-101 – Standards of Disclosure discounted at a rate of 10%. TSX may, at its discretion, also require the provision of for Oil & Gas Activities – available at: http://www.osc.gov.on.ca/ a price sensitivity analysis. ➃ Exceptional circumstances may justify the granting of Exempt status ➈ TSX strongly recommends pre-consultation with TSX for any applicant applying notwithstanding the minimum requirements – generally an affiliation under this listing category. Generally, this category will be limited to issuers with with an established business and/or exceptionally strong financial position unconventional Oil & Gas assets, such as oil sands. is required. ➄ Reserve value of pre-tax net present value of future cash flows using a 10% discount rate: forecast pricing assumptions are used. ➅ This projection must also include actual financial results for the most recently completed quarter. ➆ “Contingent resources” are defined in accordance with Canadian Oil & Gas Evaluation Handbook and NI 51-101; however, TSX in its discretion may exclude certain resources classified as contingent resources after taking into consideration the nature of the contingency. TSX will use the best-case estimate for contingent resources, prepared in accordance with NI 51-101. 30 INNOVATING FOR CUSTOMERS TSX MiG TRUST

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