Introduction

Welcome to the Green Stock Exchange (GREENSX), a social stock exchange "empowering earth friendly and humanity friendly businesses ". The Green Stock Exchange (GREENSX) is a new "eBAY.COM AUCTION STYLED" online electronic bulletin board and social network dedicated to Direct Public Offerings ("DPO"), Initial Public Offerings ("IPO") and to the secondary market trading of SEC exempted Regulation A, SB-1, SB-2, small company offering registration (SCOR) shares and carbon trading under the United States Securities Act of 1933, with focus on small eco-friendly, socially responsible and sustainable businesses.

Founded by artist & social entrepreneur David Kam in 2007, the Green Stock Exchange (GREENSX) is a division owned and regulated by the E=MC² Company Inc. The E=MC² Company is a different kind of company. We are social entrepreneurs (our definition of "social entrepreneurs" is a mission driven enterprise that makes money, while benefiting society").

The Green Stock Exchange (GREENSX) is designed as a collaborative system for bringing together investors, Issuers, companies, non-profit organizations and people interested in small eco-friendly, socially responsible and sustainable businesses, including those in the creative industry (music, art, movies, performances). The Green Stock Exchange (GREENSX) is fully integrated with our grass roots green social network, called the E=MC² Creative Friends Network; the Green Community Platform allows millions of people and organizations to actively participate in the investment, creation, sales, manufacturing, promotion and distribution of more earth friendly and more humanity friendly products.

Worldwide, it is estimated that so-called socially responsible investments represent USD $3 trillion in assets. Approximately two-thirds this amount comes from the American market. In Canada, such assets represent approximately CAD $ 50 billion. In a recent poll, 53% of Canadian respondents said they were interested or highly interested in responsible investment. Socially responsible investment is a significant, growing phenomenon and is sharply increasing in the United States, largely exceeding the increase in the market as a whole. In fact, the phenomenon has given rise to a brand new sector of firms offering socially responsible investment consulting and financial products. (source: Quebec National Assembly, 2002)

We are part of a grass-roots un-organized international green movement that is loosely identified as LOHAS (Lifestyles of Health and Sustainability); it is valued at $546 billion market worldwide, and growing, but it is also fragmented and difficult to reach. LOHAS members are those who are passionate about organic foods, the environment, the planet, social issues, health, about human rights, relationships, fair trade, sustainable practices, peace, spiritual and personal development. We intend to unite the worldwide green movement, as well as making it easier to drive more investments into green companies.

The exchange fosters "creative capitalism", by not only generating wealth, but also benefiting society; our collaborative system encourages healthier lifestyles, fair-trade, sustainability, protecting the environment, creativity, diversity, helping the poor and charity. Examples of "social entrepreneurship": are micro-credit to the poor (founded by Nobel Peace Prize wining Dr. Muhammad Yunus founder of Grameen Bank), The Body Shop (when it was first founded for more environmentally friendly cosmetics) and Plumpy'nut (a nutritious food bar created by André Briend to feed the malnourished poor). The Green Stock Exchange (GREENSX) will bring a brighter future for mankind, and for planet earth.

Since all the listed companies on the exchange are pre-screened, evaluated, and audited according to social and sustainable guidelines set by the exchange, it will make it much easier for green investors to find and support social entrepreneurs.

Contents

This document contains the Green Stock Exchange (GREENSX) Rules for Companies ("these rules"), which set out the rules and responsibilities in relation to Green Stock Exchange (GREENSX) companies. Definitions can be found in the Glossary.

From time to time the Green Stock Exchange (GREENSX) issues separate policies ("Policies") on specific issues, which supplement these rules.

Where an Issuer has concerns about the interpretation of these rules, it should consult its Nominated Adviser. The rules relating to the eligibility, responsibilities and disciplining of Nominated Advisers are set out in the separate rulebook, Green Stock Exchange (GREENSX) Rules for Nominated Advisers. The procedures relating to disciplinary and appeals matters are set out in the Disciplinary Procedures and Appeals Handbook.

The rules for trading Green Stock Exchange (GREENSX) securities are set out in "Rules of the Green Stock Exchange (GREENSX)" and the definitions, plus pricing are set our in Policy 1 General Matters.

Part One - Green Stock Exchange (GREENSX) Rules


Retention and role of a Nominated Adviser

1. In order to be eligible for Green Stock Exchange (GREENSX), an Issuer may be required to appoint a Nominated Adviser and an Issuer may be required to retain a Nominated Adviser at all times. See Policy 2.2 Sponsorship Requirements.

The Nominated Adviser is responsible to the Green Stock Exchange (GREENSX) for advising and guiding an Issuer on its responsibilities under these rules. The responsibilities of Nominated Advisers are set out in the Green Stock Exchange (GREENSX) Rules for Nominated Advisers.

If a Nominated Adviser is required, and an Issuer ceases to have a Nominated Adviser and failed to immediately appoint a replacement Nominated Adviser, the Green Stock Exchange (GREENSX) will suspend trading the Issuer's securities. If within one month of that suspension the Issuer has failed to appoint a replacement Nominated Adviser, the admission of its Green Stock Exchange (GREENSX) securities will be cancelled.

Issuers for the Green Stock Exchange (GREENSX)

Admission procedure

2. An Issuer seeking an initial listing of securities on the Green Stock Exchange (GREENSX), must follow the procedures of the Green Stock Exchange (GREENSX), and meet minimum listing requirements. See Policy 2.3 Listing Procedures and Policy 2.1 Minimum Listing Requirements.

If the Issuer proposes to issue non-voting, subordinate voting, multiple voting or restricted voting securities they are called Restricted Shares. See Policy 3.5 Restricted Shares.

Certain filings may arise from time to time where the application of the Green Stock Exchange (GREENSX)'s Policies is not clear to an Issuer or its professional advisers and in such circumstances an Issuer and its professional advisers may wish to arrange for a pre-filing conference with the Green Stock Exchange (GREENSX) staff. See Policy 2.7 Pre-Filing Conferences


Final admission documents

3. Following the procedures of Policy 2.3, an Issuer must produce an admission document disclosing the information specified in the policy . This document must be available publicly, free of charge, for at least one month from the admission of the Issuer's securities to Green Stock Exchange (GREENSX).

A quoted Issuer is not required to produce an admission document unless otherwise required by the Prospectus Rules. See Policy 2.8 Supplemental Listings.


Omissions from admission documents

4. The Green Stock Exchange (GREENSX) may authorize the omission of information from an admission document (other than a Prospectus) of an Issuer where its Nominated Adviser confirms that:

• the information is of minor importance only and not likely to influence assessment of the Issuer's assets and liabilities, financial position, profits and losses and prospects; or
  
  
• disclosure of that information would be seriously detrimental to the Issuer and its omission would not be likely to mislead investors with regard to facts and circumstances necessary to form an informed assessment of the Issuer's securities.

Application documents

5. At least thirty (30) business days before the expected date of admission, an Issuer must pay the Green Stock Exchange (GREENSX) fee and submit to the Green Stock Exchange (GREENSX) a completed application form and an electronic version of its admission document.

If a Nominated Adviser is required to be appointed, the application must be accompanied by the Nominated Adviser's declaration required by the Green Stock Exchange (GREENSX) Rules for Nominated Advisers.

At least thirty (30) business days before the expected date of admission, a quoted Issuer must pay the Green Stock Exchange (GREENSX) fee and submit to the Green Stock Exchange (GREENSX) an electronic version of its latest report and accounts and a completed application form. These must be accompanied by the Nominated Adviser's declaration required by the Green Stock Exchange (GREENSX) Rules for Nominated Advisers.


Admission to Green Stock Exchange (GREENSX)

6. Admission becomes effective only when the Green Stock Exchange (GREENSX) issues a dealing notice to that effect.

Special conditions for certain Issuers

Lock-ins for new businesses

7. Issuer must ensure that all related parties and applicable employees as at the date of admission agree to escrow all securities from the admission of its securities and agree not to dispose of any interest in its securities. See Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions.

This rule will not apply in the event of an intervening court order, the death of a party who has been subject to this rule or in respect of an acceptance of a take-over offer for the Issuer, which is open to all shareholders.


Investing companies

8. Where the Issuer is an investing Issuer, a condition of its admission is that it raises a minimum of $ 3 million in cash via an equity fundraising on, or immediately before, admission.


Other conditions

9. The Green Stock Exchange (GREENSX) may make the admission of an Issuer subject to a special condition.

Where matters are brought to the attention of the Green Stock Exchange (GREENSX) which could affect an Issuer's appropriateness for Green Stock Exchange (GREENSX), it may delay an admission.

The Green Stock Exchange (GREENSX) may request the Issuer to appoint a Nominated Advisor, if the Issuer does not have one already. The Green Stock Exchange (GREENSX) will inform the Issuer's Nominated Adviser and may asked the Issuer and where applicable, its Nominated Adviser to undertake further due diligence.

The Green Stock Exchange (GREENSX) may refuse an admission to Green Stock Exchange (GREENSX) if it considers that:

• the Issuer's does not or will not comply with any special condition which the Green Stock Exchange (GREENSX) considers appropriate and where applicable, of which the Green Stock Exchange (GREENSX) has informed the Issuer or where applicable, the Nominated Adviser; or
  
  
• the Issuer's situation is such that admission may be detrimental to the orderly operation or reputation of Green Stock Exchange (GREENSX).

Principles of disclosure

10. To maintain a listing, every Issuer must make ongoing timely and continuous disclosure and keep the Green Stock Exchange (GREENSX) informed of any Material Information, including both routine and unusual events and information regarding its business, operations and affairs, in conjunction with all other requirements and Securities Laws.

An Issuer must take reasonable care to ensure that any Material Information it notifies is not misleading, false or deceptive and does not omit anything likely to affect the import of such information. See Policy 3.3 Timely Disclosure and Policy 3.2 Filing Requirements and Continuous Disclosure.


General disclosure of price sensitive information

11. An Issuer must issue notification without delay of any new developments which are not public knowledge concerning a change in company position. See Policy 3.3 SCHEDULE 3.3A; a summary is described below of the Material Information that needs to be disclosed:

• its financial condition;
• its sphere of activity;
• the performance of its business; or
• its expectation of its performance,

which, if made public, would be likely to lead to a substantial movement in the price of its Green Stock Exchange (GREENSX) securities.

Disclosure of corporate transactions


Substantial transactions

12. An excerpt from Policy 3.3 Timely Disclosure states that:

• a substantial transaction is one which exceeds 10% in any of the class tests. It includes any transaction by a subsidiary of the Issuer, but excludes any transactions of a revenue nature in the ordinary course of business and transactions to raise finance, which do not involve a change in the fixed assets of the Issuer or its subsidiaries; or
  
  
• any change in the beneficial ownership of the Issuer's securities that affects or is likely to affect the control of the Issuer; or
  
  
• any issuance of securities by way of statutory exemption or Prospectus; or
  
  
• any change in capital structure, stock split, share consolidation, stock dividend, exchange, redemption or other changes to issued capital; or
  
  
• any acquisition or disposition of the Issuer's own securities; or
  
  
• a call of securities for redemption; or
  
  
• a declaration or omission of dividends (either securities or cash);

An Issuer must issue notification without delay as soon as the terms of any substantial transaction are agreed, disclosing the Material Information specified by Schedule B and Policy 3.3 section 2.1


Related party transactions

13. In regards to related transactions, an excerpt from Policy 3.3 Timely Disclosure states that:

• any transaction whatsoever with a Related Party Transaction which exceeds 5% in any of the class tests is considered Material Information.
  
  An Issuer must issue notification without delay as soon as the terms of a transaction with a related party are agreed disclosing:
  
  
• the information specified by Schedule B and Policy 3.3 section 2.1; and
  
  
• the name of the related party concerned and the nature and extent of their interest in the transaction; and
  
  
• a statement that with the exception of any director who is involved in the transaction as a related party, its directors consider, if applicable, having consulted with its Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Reverse Take-Overs

14. Any transaction or series of transactions entered into by an Issuer that will result in a Change of Business or Reverse Take-Over is governed by Policy 3.3 Timely Disclosure and Policy 5.2 Changes of Business and Reverse Take-Overs, and must be read in conjunction with other Security Laws, in respect of reverse takeovers.

A Reverse Take-Over means a transaction or series of transactions, involving an acquisition in a twelve month period by the Issuer or of the Issuer, and a securities issuance by an Issuer that results in:

• new Shareholders holding more than 50% of the outstanding voting securities of the Issuer or exceed 100% in any of the class tests, and/or
  
  
• in the case of an investing Issuer, depart substantially from the investing strategy stated in its admission document or, where no admission document was produced on admission, depart substantially from the investing strategy stated in its pre-admission announcement or, depart substantially from the investing strategy stated in its published circular, and/or
  
  
• a Change of Control of the Issuer or result in a fundamental change in its business, board or voting control. The Green Stock Exchange (GREENSX) may deem a transaction to have resulted in a Change of Control by aggregating the shares of a vendor group and/or incoming management group

but does not include any transaction or series of transactions whereby the newly issued securities are to be issued to shareholders of an Issuer listed on another senior exchange under a formal takeover bid made pursuant to Securities Laws.

A transaction or series of transactions may include an acquisition of a business or assets, an amalgamation, arrangement or other reorganization.

Any securities issued pursuant to a Private Placement effected concurrently, contingent upon, or otherwise linked to a transaction or series of transactions, may be used in order to determine whether a transaction or series of transactions satisfies the above.

An excerpt from Policy 5.2 Changes of Business and Reverse Take-Overs, states any agreement which would effect a Reverse Take-Over must be:

• conditional on the consent of its shareholders being given in general meeting;
  
  
• must issue a news release disclosing all Material Changes;
  
  
• the securities of the Issuer will be immediately subject to a trading halt;
  
  
• notified without delay disclosing the information specified by Schedule B and insofar as it is with a related party, the additional information required by Policy 5.2;
  
  
• accompanied by the publication of an admission document in respect of the proposed enlarged entity and convening the general meeting.
  
  
• conditional to the approval of the Green Stock Exchange (GREENSX);
  

Disposals resulting in a fundamental change of business

15. In respect of acquisitions and dispositions of non-cash assets, Issuers have the option of complying with Green Stock Exchange (GREENSX) Policies. Non-cash asset transactions are divided into several different categories. The more significant the transaction, the more detailed the Green Stock Exchange (GREENSX) review and required disclosure of the transaction will be.

Any disposal by an Issuer which, when aggregated with any other disposal or disposals over the previous twelve months, exceeds 25% in any of the class tests, is deemed to be a disposal resulting in a fundamental change of business and must be:

• conditional on the consent of its shareholders being given in general meeting;
  
  
• notified without delay disclosing the information specified by Schedule B and insofar as it is with a related party, the additional information required by rule 13; and
  
  
• accompanied by the publication of a circular containing the information above and convening the general meeting.

Where the effect of the proposed disposal is to divest the Issuer of all, or substantially all, of its trading business activities the Issuer will, upon disposal, be treated as an investing Issuer. The notification and circular containing the information specified by Schedule B convening the general meeting must also state its investing strategy going forward.

The Issuer will then have to make an acquisition or acquisitions which constitute a reverse takeover under rule 14 or otherwise implement the investing strategy approved at the general meeting to the satisfaction of the Green Stock Exchange (GREENSX) within twelve months of having received the consent of its shareholders.

See Policy 3.3 Timely Disclosure and Policy 5.3 Acquisitions and Dispositions of Non-Cash Assets.

Aggregation of transactions

16. Transactions completed during the twelve months prior to the date of the latest transaction must be aggregated with that transaction for the purpose of determining whether rules 12, 13, 14, 15 and/or 19 apply where:

• they are entered into by the Issuer with the same person or persons or their families;
  
  
• they involve the acquisition or disposal of securities or an interest in one particular business; or
  
  
• together they lead to a principal involvement in any business activity or activities which did not previously form a part of the Issuer's principal activities.

Disclosure of miscellaneous information

17. An Issuer must issue notification without delay of:

• any deals by directors disclosing, insofar as it has such information, the information specified by Schedule C;
  
  
• any relevant changes to any significant shareholders, disclosing, insofar as it has such information, the information specified by Schedule C;
  
  
• the resignation, dismissal or appointment of any director or senior officer, giving the date of such occurrence and for an appointment, the information specified by Policy 2.3 Listing Procedures and any shareholding in the Issuer;
  
  
• any change in its accounting reference date;
  
  
• any change in its registered office address;
  
  
• any change of legal name, capital reorganization, merger or amalgamation;
  
  
• any significant litigation;
  
  
• any take-over bid, Issuer bid or insider bid;
  
  
• any significant acquisition of assets, property or joint venture interests;
  
  
• any borrowing or lending of a significant amount of funds or any mortgaging, hypothecating or encumbering in any way of any of the Issuer's assets;
  
  
• the development of a new product or any development which affects the Issuer's resources, technology, products or markets;
  
  
• the entering into or loss of a significant contract;
  
  
• any material change between its actual trading performance or financial condition and any profit forecast, estimate or projection included in the admission document or otherwise made public on its behalf;
  
  
• any significant change in capital investment plans or corporate objectives;
  
  
• any significant labor dispute or a dispute with a major contractor or supplier;
  
  
• any Change of Business or other Material Information relating to the business, operations or assets of the Issuer;
  
  
• any event of default under a financing or other agreement;
  
  
• any changes to the Issuer's social or environmental guidelines and any significant event regarding the social or environmental guidelines;
  
  
• any oral or written agreement to enter into any management contract, investor relations agreement, service agreement not in the normal course of business, including a transaction involving Non Arms Length Parties; any amendment, termination, extension or failure to renew a renewable agreement for the provision of any service listed above;
  
  
• the establishment of any special relationship or arrangement with a Member or other registrant;
  
  
• address significant rumors, and speculation, including unusual trading pattern or activity takes place in Listed Shares;
  
  
• any decisions that may affect the market price of its Listed Shares;
  
  
• designation or removal by the Green Stock Exchange (GREENSX) of an Issuer's Inactive status;
  
  
• any decision to make any payment in respect of its Green Stock Exchange (GREENSX) securities specifying the net amount payable per security, the payment date and the record date;
  
  
• the reason for the application for admission or cancellation of any Green Stock Exchange (GREENSX) securities;
  
  
• the occurrence and number of shares taken into and out of treasury, as specified by Schedule E;
  
  
• the resignation, dismissal or appointment of its Nominated Adviser or broker;
  
  
• any change in the website address at which the information required by rule 26 is available;
  
  
• any subsequent change to the details disclosed pursuant to sub-paragraphs (iii) to
  (viii) inclusive of information of Policy 2.3 Listing Procedures, whether such details were first disclosed at admission or on subsequent appointment;
  
  
• the admission to trading (or cancellation from trading) of the Green Stock Exchange (GREENSX) securities (or any other securities issued by the Issuer) on any other exchange or trading platform, where such admission or cancellation is at the application or agreement of the Issuer. This information must also be submitted separately to the Green Stock Exchange (GREENSX).

Half-yearly reports

18. An Issuer must prepare a half-yearly report in respect of the six-month period from the end of the financial period for which financial information has been disclosed in its admission document and at least every subsequent six months thereafter (apart from the final period of six months preceding its accounting reference date for its annual audited accounts). All such reports must be notified without delay and in any event not later than three months after the end of the relevant period.

The information contained in a half-yearly report must include at least a balance sheet, an income statement, a cash flow statement and must contain comparative figures for the corresponding period in the preceding financial year. Additionally the half-yearly report must be presented and prepared in a form consistent with that, which will be adopted in the Issuer's annual accounts having regard to the accounting standards applicable to such annual accounts.


Annual accounts

19. An Issuer must publish annual audited accounts, which must be sent to its shareholders without delay and in any event not later than six months after the end of the financial year to which they relate.

An Issuer must prepare and present these accounts in accordance with International Accounting Standards. Where, at the end of the relevant financial period, such Issuer is not a parent Issuer, it may prepare and present such financial information either in accordance with International Accounting Standards or in accordance with the accounting and Issuer legislation and regulations that are applicable to that Issuer due to its country of incorporation.

An Issuer must prepare and present these accounts in accordance with either:

• International Accounting Standards;
• US Generally Accepted Accounting Principles;
• Canadian Generally Accepted Accounting Principles;
• Australian International Financial Reporting Standards; or
• Japanese Generally Accepted Accounting Principles.

The accounts produced in accordance with this rule must disclose any transaction with a related party, whether or not previously disclosed under these rules, where any of the class tests exceed 0.25% and must specify the identity of the related party and the consideration for the transaction.


Publication of documents sent to shareholders

20. Any document provided by an Issuer to its shareholders, must be made available pursuant to rule 26 and its provision must be notified.

An electronic copy of any such document must be sent to the Green Stock Exchange (GREENSX).


Restriction on deals

21. An Issuer must ensure that its directors and applicable employees do not deal in any of its Green Stock Exchange (GREENSX) securities during a close period. In addition, the purchase or early redemption by an Issuer of its Green Stock Exchange (GREENSX) securities or sale of any Green Stock Exchange (GREENSX) securities held as treasury shares must not be made during a close period.

This rule will not apply, however, where such individuals have entered into a binding commitment prior to the Issuer being in such a close period where it was not reasonably foreseeable at the time such commitment was made that a close period was likely and provided that the commitment was notified at the time it was made.

The Green Stock Exchange (GREENSX) may permit a director or applicable employee of an Issuer to sell its Green Stock Exchange (GREENSX) securities during a close period to alleviate severe personal hardship.


Provision and disclosure of information

22. The Green Stock Exchange (GREENSX) may require an Issuer to provide it with such information in such form and within such limit as it considers appropriate. The Green Stock Exchange (GREENSX) may also require the Issuer to publish such information.

23. The Green Stock Exchange (GREENSX) may disclose any information in its possession as follows:

• to co-operate with any person responsible for supervision or regulation of financial services or for law enforcement;
  
  
• to enable it to discharge its legal or regulatory functions, including instituting, carrying on or defending proceedings; or
  
  
• for any other purpose where it has the consent of the person from whom the information was obtained and, if different, the person to whom it relates.
  

Corporate action timetables

24. An Issuer must inform the Green Stock Exchange (GREENSX) in advance of any
notification of the timetable for any proposed action affecting the rights of its existing shareholders.

25. Any amendments to the timetable proposed by the Issuer, including amendment to the publication details of a notification, must be immediately disclosed to the Green Stock Exchange (GREENSX).

Issuer information disclosure

26. Each Issuer must from admission maintain a website on which the following information should be available, free of charge:

• a description of its business and. where it is an investing Issuer, its investing strategy;
  other names of its directors and brief biographical details of each, as would normally be included in an admission document;
  
  
• a description of the responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities;
  
  
• its country of incorporation and main country of operation;
  
  
• a statement that the rights of shareholders;
  
  
• its current constitutional documents (e.g. its articles of association);
  
  
• details of any other exchanges or trading platforms on which the Issuer has applied or agreed to have any of its securities (including its Green Stock Exchange (GREENSX) securities) admitted or traded;
  
  
• the number of Green Stock Exchange (GREENSX) securities in issue (noting any held as treasury shares) and, insofar as it is aware, the percentage of Green Stock Exchange (GREENSX) securities that is not in public hands together with the identity and percentage holdings of its significant shareholders. This information should be updated at least every 6 months.
  
  
• details of any restrictions on the transfer of its Green Stock Exchange (GREENSX) securities;
  
  
• its most recent annual report published pursuant to rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to rule 18;
  
  
• all notifications the Issuer has made in the past 12 months;
  
  
• its most recent admission document together with any circulars or similar publications sent to shareholders within the past 12 months; and
  
  
• details of its Nominated Adviser and other key advisers (as might normally be found in an admission document).

Further issues of securities following admission

Further admission documents

27. A further admission document will be required for an Issuer only when it is:

• required to issue a Prospectus under the Prospectus Rules for a further issue of Green Stock Exchange (GREENSX) securities; or
  
  
• seeking admission for a new class of securities; or
  
  
• undertaking a Reverse Take-Over under rule 14.

Omissions from further admission documents

28. The Green Stock Exchange (GREENSX) may authorize the omission of information from further admission documents (other than a Prospectus) in the same circumstances as for an Issuer under rule 4.

In addition, an Issuer may omit the information required by Section 20 of Annex I from any further admission document (other than a Prospectus) provided that the Issuer has been complying with the requirements of these rules.

If applicable, in such circumstances, the Nominated Adviser to an Issuer must confirm to the Green Stock Exchange (GREENSX) in writing that equivalent information is available publicly by reason of the Issuer's compliance with these rules.


Applications for further issues

29. For Issuers whose securities are already listed for trading on the Green Stock Exchange (GREENSX), and proposes to distribute securities to the public pursuant to a Prospectus. See Policy 2.8 Supplemental Listings, and Policy 4.2 Prospectus Offerings.

At least seven (7) business days before the expected date of admission of further Green Stock Exchange (GREENSX) securities an Issuer must submit an application form and where required by rule 27, an electronic version of any further admission document.

Where an Issuer intends to issue Green Stock Exchange (GREENSX) securities on a regular basis, the Green Stock Exchange (GREENSX) may permit admission of those securities under a block admission arrangement.

Under a block admission an Issuer must notify the information required in Schedule D every six months.


Language

30. All admission documents, any documents sent to shareholders and any information required by these rules must be in English.


Issuer and directors' responsibility for compliance

31. An Issuer must:

• have in place sufficient procedures, resources and controls to enable it to comply with these rules.
  
  
• must continue to meet minimum standards, referred to as Maintenance Requirements or MR, relate to the financial situation, business activity and shareholder distribution of Issuers. See Policy 2.5 Maintenance Requirements.
  
  
• if applicable, seek advice from its Nominated Adviser regarding its compliance with these rules whenever appropriate and take that advice into account;
  
  
• if applicable, provide its Nominated Adviser with any information it reasonably requests or requires in order for that Nominated Adviser to carry out its responsibilities under these rules and the Green Stock Exchange (GREENSX) Rules for Nominated Advisers, including any proposed changes to the board of directors and provision of draft notifications in advance;
  
  
• Issuer must meet minimum corporate governance standards and corporate relations policies required to be implemented by all Issuers. Also, Issuer must ensure that each of its directors accepts full responsibility, collectively and individually, for its compliance with these rules. See Policy 3.1 Directors, Officers and Corporate Governance; and
  
  
• ensure that each director discloses to the Issuer without delay all information which the Issuer needs in order to comply with rule 17 insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.

Ongoing eligibility requirements


Transferability of shares

32. An Issuer must ensure that its Green Stock Exchange (GREENSX) securities are freely transferable except where:

• in any jurisdiction, statute or regulation places restrictions upon transferability; or
  
  
• the Issuer is seeking to limit the number of shareholders domiciled in a particular country to ensure that it does not become subject to statute or regulation.

Securities to be admitted

33. Only securities which have been unconditionally allotted can be admitted as Green Stock Exchange (GREENSX) securities.

An Issuer must ensure that application is made to admit all securities within a class of Green Stock Exchange (GREENSX) securities.

Retention of a broker

34. We suggest an Issuer should retain a broker at all times, but it is may not be necessary due to our "eBAY.COM AUCTION STYLED" online electronic bulletin board.
Settlement

35. An Issuer must ensure that appropriate settlement arrangements are in place. In particular, save where the Green Stock Exchange (GREENSX) otherwise agrees, Green Stock Exchange (GREENSX) securities must be eligible for electronic settlement.

General

36. An Issuer must pay Green Stock Exchange (GREENSX) fees set by the Green Stock Exchange (GREENSX) as soon as such payment becomes due.

37. Details of an Issuer contact, including two e-mail addresses, must be provided to the Green Stock Exchange (GREENSX) at the time of the application for admission and the Green Stock Exchange (GREENSX) must be immediately informed of any changes thereafter.

Nominated Advisers

38. If applicable, a Nominated Adviser must comply with the Green Stock Exchange
(GREENSX) Rules for Nominated Advisers.

Maintenance of orderly markets

Precautionary Suspension

39. The Green Stock Exchange (GREENSX) may suspend and/or delist the trading of Green Stock Exchange (GREENSX) securities where:

• trading in those securities is not being conducted in an orderly manner;
  
  
• it considers that an Issuer has failed to comply with these rules or policies;
  
  
• the protection of investors so requires; or
  
  
• the integrity and reputation of the market has been or may be impaired by dealings in those securities.

See Policy 2.9 Trading Halts, Suspensions and Delisting.

Suspensions are effected by a dealing notice. When an Issuer meets the applicable Green Stock Exchange (GREENSX) Requirements for Reactivation, it may apply for re-listing. See Policy 2.6 Reactivation of Companies.

Cancellation

40. An Issuer which wishes the Green Stock Exchange (GREENSX) to cancel admission of its Green Stock Exchange (GREENSX) securities must notify such intended cancellation and must separately inform the Green Stock Exchange (GREENSX) of its preferred cancellation date at least thirty (30) business days prior to such date and save where the Green Stock Exchange (GREENSX) otherwise agrees, the cancellation shall be conditional upon the consent of not less than 75% of votes cast by its shareholders given in a general meeting.

The Green Stock Exchange (GREENSX) will cancel the admission and be delisted from the Green Stock Exchange (GREENSX) securities where these have been suspended from trading for six months.

Cancellations are effected by a dealing notice.


Sanctions and appeals

Disciplinary action against an Issuer

41. If the Green Stock Exchange (GREENSX) considers that an Issuer has contravened these rules, it may take one or more of the following measures in relation to such Issuer:

• issue a warning notice;
• fine it;
• censure it; or
• cancel the admission of its Green Stock Exchange (GREENSX) securities; and
• publish the fact that it has been fined or censured and the reasons for that action.

Disciplinary process

42. Where the Green Stock Exchange (GREENSX) proposes to take any of the steps described in rule 41, the Green Stock Exchange (GREENSX) will follow the procedures set out in the Disciplinary Procedures and Appeals Handbook.

Appeals

43. Any decision of the Green Stock Exchange (GREENSX) in relation to these rules may be appealed in accordance with the procedures set out in the Disciplinary Procedures and
Appeals Handbook.

Misc.

Investor Relations

44. Issuers must follow procedures to prevent market manipulation and for a smoothly functioning of the Green Stock Exchange (GREENSX). Issuers must follow requirements for Investor Relations Activities, promotional and market-making activities involving Issuers. This 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. See Policy 3.4 Investor Relations, Promotional and Market-Making Activities.
Private Placements

45. A Private Placement occurs when an Issuer issues securities from treasury for cash in reliance upon exemptions from the Prospectus and registration requirements contained in the Securities Laws. The securities may be shares, units or convertible securities. See Policy 4.1 Private Placements.


Shares for debt

46. If an Issuer is unable, or in certain circumstances unwilling, to make payment in cash for debts, the Issuer can, subject to the availability of the appropriate exemptions under Securities Laws, negotiate with its creditors to settle outstanding debts by issuing securities. This type of transaction requires Green Stock Exchange (GREENSX) Acceptance before the Issuer issues the shares. See Policy 4.3 Shares for Debt.


Incentives

47. Incentive stock options are a means of rewarding optionees for future services provided to the Issuer. They are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered. See Policy 4.4 Incentive Stock Options.


Rights offering

48. A rights offering occurs when an Issuer issues to its own shareholders, at no cost to the shareholders; rights enabling the shareholders to purchase additional shares or other securities of the Issuer under certain conditions by exercising the rights. See Policy 4.5 Rights Offerings.


Charitable Options

49. An eligible Issuer must apply to the Green Stock Exchange (GREENSX) for approval to grant any charitable option and to list the securities issuable upon its exercise. The Green Stock Exchange (GREENSX) has established requirements for the granting of charitable options in connection with an Direct Public Offering of securities by an Issuer. The charitable option will be required to be distributed by the eligible Issuer pursuant to the Direct Public Offering of securities, and is subject to the limitations. See Policy 4.7 Charitable Options.


Loans, Bonuses, Finder's Fees and Commissions

50. A statutory exemption must be available for the issuance of securities as payment for finders' fees, commissions or bonuses, failing which, a discretionary exemption from the appropriate Securities Commission must be obtained. See Policy 5.1 Loans, Bonuses, Finder's Fees and Commissions.


Take-Over Bids, Issuer Bids, and Normal Course Bids

51. In regards to take-over bids, issuer bids and normal course bids made through the facilities of the Green Stock Exchange (GREENSX) must be read in conjunction with the Guidelines for Take-Over Bids and Issuer Bids Made Through the Facilities of the Green Stock Exchange (GREENSX) (the "Guidelines"), and relevant Securities Laws unless the transaction(s) can be brought within an exemption from the take-over bid requirements. See Policy 5.5 Stock Exchange Take-Over Bids and Issuer Bids and Policy 5.6 Normal Course Issuer Bids.


Small Shareholder Selling and Purchase Arrangements

52. Holders of less than a Board Lot ("odd lot holders") can sell their shares or buy enough shares to increase their holding to a Board Lot or reduce the number of odd lot holders by using the procedure set out in Policy 5.7 Small Shareholder Selling and Purchase Arrangements.
Name Change, Share Consolidations and Splits

53. For reserving a name for an Issuer that is or will be listed on the Green Stock Exchange (GREENSX) and obtaining a stock symbol to be used by the Issuer or for share consolidations (also known as reverse splits or rollbacks) and for share splits, please see Policy 5.8 Name Change, Share Consolidations and Splits.

Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions

54. For Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions, see Policy 5.9 Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions.

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Schedule B

In respect of transactions, which require notifications pursuant to rules 12, 13, 14 and 15, an Issuer must notify the following information:

(a) particulars of the transaction, including the name of any Issuer or business, where relevant;

(b) a description of the business carried on by, or using, the assets which are the subject of the transaction;

(c) the profits attributable to those assets;

(d) the value of those assets;

(e) the full consideration and how it is being satisfied;

(f) the effect on the Issuer;

(g) details of any service contracts of its proposed directors;

(h) in the case of a disposal, the application of the sale proceeds;

(i) in the case of a disposal, if shares or other securities are to form part of the consideration received, a statement whether such securities are to be sold or retained; and

(j) any other information necessary to enable investors to evaluate the effect of the transaction upon the Issuer.

See also Policy 3.3 Timely Disclosure.

Schedule C

Pursuant to rule 17, an Issuer must make notification of the following:

(a) the identity of the director or significant shareholder concerned;

(b) the date on which the disclosure was made to it;

(c) the date on which the deal or relevant change to the holding was effected;

(d) the price, amount and class of the Green Stock Exchange (GREENSX) securities concerned;

(e) the nature of the transaction;

(f) the nature and extent of the director's or significant shareholder's interest in the transaction;

(g) where a deal takes place when it is in any close period under rule 21, the date upon which any previous binding commitment was notified or the date upon which the Green Stock Exchange (GREENSX) granted permission to deal in order to mitigate severe personal hardship; and

(h) where the notification concerns a related financial product, the detailed nature of the exposure.

Schedule D

Pursuant to a block admission, an Issuer must make notification of the following:

(a) name of the Issuer;

(b) name of the scheme;

(c) period of return (from/to);

(d) number and class of securities not issued under the scheme;

(e) number of securities issued under the scheme during the period;

(f) balance under the scheme of securities not yet issued at the end of the period;

(g) number and class of securities originally admitted and the date of admission; and

(h) a contact name and telephone number.

Schedule E

Pursuant to rule 17, an Issuer must make notification of the following:

(a) the date of the movement into or out of treasury shares;

(b) the number of treasury shares of each class transferred into or out of treasury;

(c) the total number of treasury shares of each class held by the Issuer following such movements;

(d) the number of shares of each class that the Issuer has in issue less the total number of treasury shares of each class held by the Issuer following such movements.