1.1
The definitions provided in this Manual (which includes the Policies, Forms and Appendices) may differ from the definitions in the Securities Laws for the same or similar terms. The definitions apply only to this Manual.
1.2
In this Manual:
"Affiliate" means a Company that is affiliated with another company as described in section 2 of this policy.
"Agent" means a Person that, as agent, offers for sale or sells securities in connection with a distribution and that is permitted pursuant to applicable Securities Laws to perform this function.
"Agent's Option" means a non-transferable compensation option to acquire securities of an Issuer, granted by an Issuer to an Agent as consideration for an Agent conducting a financing for the Issuer.
"Aggregate Pro Group" means all Persons who are members of any Pro Group whether or not the Member is involved in a contractual relationship with the Issuer to provide financing sponsorship and other advisory services.
"Application for Listing" Generally, means a formal application by an Issuer for listing on the Green Stock Exchange (GREENSX), either in Form 2B, or by way of a Prospectus, Statutory Declaration in Form 2C, and Distribution Summary Statement in Form 2E, together with all required supporting documents.
"Arm's Length Transaction" means a transaction which is not a "Related Party Transaction" as defined below.
"Associate" when used to indicate a relationship with a Person, means:
(a) an Issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10 percent of the voting rights attached to all outstanding voting securities of the Issuer;
(b) any partner of the Person;
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity; and
(d) in the case of a Person who is an individual
(i) that Person's spouse or child, or
(ii) any relative of that Person or of his spouse who has the same residence as that Person; but
(e) where the Green Stock Exchange (GREENSX) determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company.
"Available Funds" means the estimated minimum Working Capital available to the Issuer, its subsidiaries and proposed subsidiaries as of the most recent month end, and the amounts and sources of other funds that will be available to the Issuer, its subsidiaries and proposed subsidiaries prior to or concurrently with the completion of a Direct Public Offering ("IPO") or Initial Public Offerings ("IPO").
"BHs" mean those beneficial shareholders of an Issuer that are included in:
(a) a DSR for the Issuer and whose shares were disclosed in the Issuer's books and records or list of registered shareholders as being held by an intermediary.
"Board Lot" means, in respect of:
(a) a derivative instrument, 1 contract;
(b) a debt security that is a listed security or a quoted security, $1,000 in principal amount; or
(c) any equity or similar security:
(i) 1,000 units of a security trading at less than $0.10 per unit,
(ii) 500 units of a security trading at $0.10 or more per unit and less than $1.00 per unit, and
(iii) 100 units of a security trading at $1.00 or more per unit;
"Brokered Private Placement" means a Private Placement for which the Issuer has retained an Agent to offer and sell securities.
"Cease Trade Order" means an order issued by one of the Securities Commissions that all trading (and acts in furtherance of a trade) either through the facilities of the Green Stock Exchange (GREENSX), or otherwise in the jurisdiction of that Securities Commission, must cease.
"Change of Business" or "COB" means a transaction or series of transactions which will redirect an Issuer's resources and which changes the nature of its business, for example, through the acquisition of an interest in another business which represents a material amount of the Issuer's market value, assets or operations, or which becomes the principal enterprise of the Issuer. See Section 1.2 of this Policy for guidance on the general application of this definition to vertical or horizontal business integrations and resource Issuers.
See section 1.2 of Policy 5.2—Changes of Business and Reverse Take-Overs for guidance on the general application of this definition.
"Change of Control" includes situations where after giving effect to the contemplated transaction and as a result of such transaction:
(a) any one Person holds a sufficient number of the Voting Shares of the Issuer or Resulting Issuer to affect materially the control of the Issuer or Resulting Issuer, or
(b) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Issuer or Resulting Issuer to affect materially the control of the Issuer or Resulting Issuer,
where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Issuer or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Issuer or Resulting Issuer is deemed to materially affect the control of the Issuer or Resulting Issuer.
"Change of Management" means:
(a) a reconstitution of the board of directors of an Issuer so that the majority of the board of directors is comprised of Persons who were not members of the board of directors before the reconstitution; or
(b) a reconstitution in both the senior management and the board of directors of an Issuer so that the control and direction over the Issuer's business and affairs is predominantly in the hands of Persons who, before the reconstitution, were not senior officers or directors of the Issuer.
"CICA Handbook" means the handbook published by the Canadian Institute of Chartered Accountants.
"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.
"Control Person" means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an Issuer so as to affect materially the control of that Issuer, or that holds more than 20% of the outstanding Voting Shares of an Issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the Issuer.
"CSA Jurisdiction" means a province or territory of Canada in which the applicable securities commission or securities regulatory authority participates as a member of the Canadian Securities Administrators.
"Declaration" means Form 2C1.
"Discounted Market Price" means the Market Price less a discount, which shall not exceed the amount set forth below, subject to a minimum price of $0.0.05 for share issuances and a minimum exercise price of $0.10 for Warrants and incentive stock options:
| Closing Price |
Discount |
| up to $0.50 |
25% |
| $0.51 to $2.00 |
20% |
| Above $2.00 |
15% |
"Distribution" See the definitions under applicable Securities Laws. Generally, means the sale of securities from the treasury of a Company, the sale of securities by a purchaser who acquired securities under an exemption from the Prospectus requirements of applicable Securities Laws, other than in accordance with the applicable Resale Restrictions or the sale of securities by a Control Person other than in accordance with the applicable Resale Restrictions.
"Direct Public Offering" or "DPO" means a transaction that involves an Issuer issuing securities from its treasury pursuant to its first Prospectus, without the use of an underwriter.
"DSR" means the Demographic Summary Report available from the International Investors Communications Corporation ("IICC").
"Green Stock Exchange (GREENSX)" means the Green Stock Exchange (GREENSX), owned by the E=MC² Company Inc.
"Green Stock Exchange (GREENSX) Requirements" means and includes the Articles, by-laws, policies, circulars, rules, guidelines, orders, notices, rulings, forms, decisions and regulations of the Green Stock Exchange (GREENSX) as from time to time enacted, any instructions, decisions and directions of a Regulation Services Provider or the Green Stock Exchange (GREENSX) (including those of any committee of the Green Stock Exchange (GREENSX) as appointed from time to time), and rules and regulations thereunder as amended and any policies, rules, orders, rulings, forms or regulations from time to time enacted by the securities regulators and all applicable provisions of the Securities Laws of applicable jurisdictions.
"Filing Statement" means a disclosure document prepared in accordance with Form 5A or with the disclosure set out in Form 3B, where required by the Green Stock Exchange (GREENSX), which may be required under certain policies in connection with certain material transactions.
"Financial Resources" refers generally only to the ability of an Issuer to pay from its cash flow, all general and administrative expenses and costs reasonably required pursuant to its business plan.
"Fundamental Acquisition" See the definition in Policy 5.3—Acquisitions and Dispositions of Non-Cash Assets.
"GAAP" means generally accepted accounting principles as set out in the CICA Handbook.
"GAAS" means generally accepted auditing standards as set out in the CICA Handbook.
"Information Circular" means a document in the form required by applicable corporate law and applicable Securities Laws prepared in connection with a proxy solicitation for a shareholders' meeting.
"Initial Listing" means the listing of an Issuer on the Green Stock Exchange (GREENSX) following an DPO or an Application for Listing by an Issuer that previously traded in another stock market.
"Initial Public Offering" or "IPO" means a transaction that involves an Issuer issuing securities from its treasury pursuant to its first Prospectus, with the use of an underwriter.
"Insider" if used in relation to an Issuer, means:
