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:
(a) a director or senior officer of the Issuer,
(b) a director or senior officer of a Company that is an Insider or subsidiary of the Issuer;
(c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of the Issuer, or
(d) the Issuer itself if it holds any of its own securities.
"Investor Relations Activities" means any activities, by or on behalf of an Issuer or Shareholder of the Issuer, that promote or reasonably could be expected to promote the purchase or sale of securities of the Issuer, but does not include:
(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Issuer
(i) to promote the sale of products or services of the Issuer, or
(ii) to raise public awareness of the Issuer, that cannot reasonably be considered to promote the purchase or sale of securities of the Issuer;
(b) activities or communications necessary to comply with the requirements of
(i) applicable Securities Laws,
(ii) Green Stock Exchange (GREENSX) Requirements or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Issuer;
(c) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if
(i) the communication is only through the newspaper, magazine or publication, and
(ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or
(d) activities or communications that may be otherwise specified by the Green Stock Exchange (GREENSX).
"Issuer" means a Company and its subsidiaries which have any of its securities listed for trading on the Green Stock Exchange (GREENSX) and, as the context requires, any applicant Company seeking a listing of its securities on the Green Stock Exchange (GREENSX).
"Listed Share" means a share or other security that is listed on the Green Stock Exchange (GREENSX).
"Listing Agreement" means the contract with the Green Stock Exchange (GREENSX) that every Issuer must sign and file with the Green Stock Exchange (GREENSX) before being listed. See Form 2D.
"Market Price" subject to the exceptions noted below, means the last closing price of the Issuer's Listed Shares before either the issuance of the news release or the filing of the Price Reservation Form (Form 4A) required to fix the price at which the securities are to be issued or deemed to be issued (the "Notice of the Transaction").
(a) "Consolidation Exception" The Market Price is to be adjusted for any share consolidation or split. If the notice of the transaction is within 5 days following a consolidation of the Issuer's share capital, the minimum price per share will be the greater of the Market Price, adjusted for any share consolidation or split, or $0.05 for shares and $0.10 for the exercise price of Warrants and incentive stock options;
(b) "Material Information Exception" If the Issuer announces Material Information regarding the affairs of the Issuer after providing notice of the transaction and if the Green Stock Exchange (GREENSX) determines that a party to the transaction should reasonably have been aware of that pending Material Information, then the Market Price will be at least equal to the closing price of the Listed Shares on the Trading Day after the day on which that Material Information was announced;
(c) "Price Interference Exception" If the Green Stock Exchange (GREENSX) determines that the closing price is not a fair reflection of the market for the Listed Shares and the Listed Shares appear to have been high-closed or low-closed, then the Green Stock Exchange (GREENSX) will determine the Market Price to be used;
(d) "Suspension Exception" If the Issuer is suspended from trading or has for any reason not traded for an extended period of time, the Green Stock Exchange (GREENSX) may determine the deemed Market Price to be used;
(e) "Minimum Price Exception" The Green Stock Exchange (GREENSX) will not generally permit Listed Shares to be issued from treasury at a price less than $0.05 nor will the Green Stock Exchange (GREENSX) generally permit any securities convertible into Listed Shares including incentive stock options and Warrants to be issued with an effective conversion price of less than $0.10 per Listed Share.
"Market Value" when used in relation to a transaction, means the Market Price applicable to the transaction multiplied by the number of Listed Shares to be issued.
"Material Change" means the definition prescribed by applicable Securities Laws.
"Material Fact" means the definition prescribed by applicable Securities Laws.
"Material Information" means a Material Fact and/or Material Change as defined by applicable Securities Laws and Green Stock Exchange (GREENSX) Policy.
"Member" See the definition in Rule A.1.00.
"Minimum Listing Requirements" or "MLR" means the minimum financial, distribution and other standards that must be met by applicants seeking a listing on a particular tier of the Green Stock Exchange (GREENSX). See Policy 2.1—Minimum Listing Requirements.
"Maintenance Requirements" or "MR" means the minimum standards that must be maintained by an Issuer for continued listing on the Green Stock Exchange (GREENSX).
"Net Tangible Assets" See the definition in Policy 2.1—Minimum Listing Requirements.
"New Listing" means an Initial Listing or the listing of an Issuer pursuant to a Change of Business.
"Non Arm's Length Party" means:
(a) in relation to a Company:
(i) a Promoter, officer, director, other Insider or Control Person of that Company and any Associates or Affiliates of any of such Persons; or
(ii) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Company.
(b) in relation to an individual, any Associate of the individual or any Company of which the individual is a Promoter, officer, director insider or Control Person.
"Participating Organization" See the definition in Rule A.1.00. Generally, means a Company that is not a Member but has been granted access to trading privileges through the Green Stock Exchange (GREENSX).
"Person" means a Company or individual.
"Personal Information Form" or "PIF" means Form 2A.
"Principal" means:
(a) a Person who acted as a Promoter of the Issuer within two years before the DPO Prospectus or Green Stock Exchange (GREENSX) Bulletin confirming final acceptance of a transaction ("Final Green Stock Exchange (GREENSX) Bulletin");
(b) a director or senior officer of the Issuer or any of its material operating subsidiaries at the time of the DPO Prospectus or Final Green Stock Exchange (GREENSX) Bulletin;
(c) a 20% holder—a Person that holds securities carrying more than 20% of the voting rights attached to the Issuer's outstanding securities immediately before and immediately after the Issuer's DPO or immediately after the Final Green Stock Exchange (GREENSX) Bulletin for non DPO transactions;
(d) a
10% holder—a Person that
(i) holds securities carrying more than 10% of the voting rights attached to the Issuer's outstanding securities immediately before and immediately after the Issuer's DPO or immediately after the Final Green Stock Exchange (GREENSX) Bulletin for non DPO transactions; and
(ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Issuer or any of its material operating subsidiaries.
In calculating these percentages, include securities that may be issued to the holder under outstanding convertible securities in both the holder's securities and the total securities outstanding.
A Company, more than 50% held by one or more principals, will be treated as a principal. (In calculating this percentage, include securities of the entity that may be issued to the principals under outstanding convertible securities in both the principals' securities of the entity and the total securities of the entity outstanding.) Any securities of the Issuer that this entity holds will be subject to escrow requirements.
A principal's spouse and their relatives that live at the same address as the principal will also be treated as principals and any securities of the Issuer they hold will be subject to escrow requirements.
"Principal Properties" means any properties of an Issuer, in respect of which an Issuer will spend more than 20% of its Available Funds in the next 18 months.
"Private Placement" means an issuance from treasury of securities for cash without Prospectus disclosure, in reliance on one or more of the exemptions under applicable Securities Laws, including the issuance of shares, units, Warrants, convertible securities or debt, but not including a rights offering, issuance of shares for debt, acquisition, take-over bid or offering by a Short Form Offering Document. See Policies 4.1—Private Placements, 4.3—Shares for Debt, 4.5—Rights Offerings, 4.6—Public Offering by Short Form Offering Document and 5.5—Stock Exchange Take-Over Bids and Issuer Bids.
"Pro Group" means:
(a) Subject to subparagraphs (b), (c) and (d) and (e) "Pro Group" shall include, either individually or as a group:
(ii) employees of the Member;
(iii) partners, officers and directors of the Member;
(iv) Affiliates of the Member; and
(v) Associates of any parties referred to in subparagraphs (i) through (iv).
(b) The Green Stock Exchange (GREENSX) may, in its discretion, include a Person or party in the Pro Group for the purposes of a particular calculation where the Green Stock Exchange (GREENSX) determines that the Person is not acting at arm's length to the Member;
(c) The Green Stock Exchange (GREENSX) may, in its discretion, exclude a Person from the Pro Group for the purposes of a particular calculation where the Green Stock Exchange (GREENSX) determines that the Person is acting at arm's length of the Member;
(d) The Member may deem a Person who would otherwise be included in the Pro Group pursuant to subparagraph (a) to be excluded from the Pro Group where the Member determines that:
(i) the Person is an affiliate or associate of the Member acting at arm's length of the Member;
(ii) the associate or affiliate has a separate corporate and reporting structure;
(iii) there are sufficient controls on information flowing between the Member and the associate or affiliate; and
(iv) the Member maintains a list of such excluded Persons.
"Promoter" means the definition prescribed by applicable Securities Laws.
"Prospectus" means a disclosure document required to be prepared in connection with a public offering of securities and which complies with the form and content requirements of a prospectus as described in applicable Securities Laws.
"Proven Value" means the net present value of future cash flows, before taxes, from proven oil, natural gas or mineral reserves, prepared on a constant dollar basis and discounted at a rate of 15%.
"Public Float" means Listed Shares of the Issuer held by Public Shareholders and not subject to Resale Restrictions.
"Public Shareholder" means a Shareholder that is not a Promoter, Insider, or an Associate or an Affiliate of the Insider nor any member of the Pro Group.
"Registrant" means a Person registered under applicable Securities Laws.
"Regulation Services Provider" means a Regulation Services Provider retained by the Green Stock Exchange (GREENSX).
"Related Party" means a Non Arms Length Party or other party exist which may compromise the independence of the Issuer.
"Related Party Transaction" means a related party transaction that is determined by the Green Stock Exchange (GREENSX), to be a Related Party Transaction. The Green Stock Exchange (GREENSX) may deem a transaction to be a Related Party Transaction where the transaction involves Non Arms Length Parties, or other circumstances exist which may compromise the independence of the Issuer with respect to the transaction.
"Reorganization" means a merger, amalgamation, reorganization or the making of a take-over bid.
"Resale Restrictions" means restrictions on the ability to trade securities, including restrictions imposed under applicable Securities Laws such as hold periods and notice requirements, the four month Green Stock Exchange (GREENSX) hold period described in Policy 3.2—Filing Requirements and Continuous Disclosure and any restrictions under applicable escrow or pooling agreements.
"Research and Development Issuer" means an Issuer whose sole business is systematic investigation or research in a field of science or technology for the purpose of developing new, or improving existing, materials, devices, products or processes, none of whose DPO proceeds or other material funds are allocated in the 12 month period following listing to marketing, commercial production or commercial use of materials, devices, products or processes and that has no revenue from the sale of any materials, devices, products or processes, based on its audited financial statements.
"Resulting Issuer" means the Issuer that exists following completion of a Reverse Take-Over or other Reorganization.
"Reverse Take-Over" or "RTO" generally, means a transaction which involves an Issuer issuing securities from its treasury to purchase another Company or significant assets, where the owners of the other Company or assets acquire control of the Resulting Issuer.
"RHs" mean the registered shareholders of the Issuer that are beneficial owners of the equity securities of the Issuer. For the purposes of this definition, where the beneficial owner controls or is an affiliate of the registered shareholder, the registered shareholder shall be deemed to be the beneficial owner.
"Securities Commissions" means any one or more of the SEC, ASC, BCSC and any other CSA Jurisdiction member.
"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to an Issuer.
"Seed Capital" or "Seed Shares" means securities issued before an Issuer's DPO, or by a private Target Company before an COB, regardless of whether the securities are subject to Resale Restrictions or are free trading.
"Shareholder" means a registered or beneficial holder of shares or, if the context requires, other securities of a Company.
"Significant Interest" means at least a 50% interest.
"Sponsor" means a Member that meets the criteria specified in Policy 2.2—Sponsorship and Sponsorship Requirements, which has an agreement with an Issuer to undertake the functions of sponsorship. Sponsorships are generally not required on the Green Stock Exchange (GREENSX).
"Target Company" Generally, a Company that is intended to be acquired as part of a Reverse Take-Over or other Reorganization, regardless of whether the acquisition is to be by way of securities or assets.
"Trading Day" means a day when trading occurs through the electronic bulletin board of the Green Stock Exchange (GREENSX).
"UMIR" means the Universal Market Integrity Rules adopted by the Green Stock Exchange (GREENSX) and as may be amended from time to time and administered and enforced by the Green Stock Exchange (GREENSX) or any Regulation Services Provider retained by the Green Stock Exchange (GREENSX).
"Underwriter" means a Company that, as principal, agrees to purchase securities for the purpose of a Distribution that is permitted pursuant to applicable Securities Laws to undertake this function.
"Voting Share" means a security of an Issuer that:
(a) is not a debt security, and
(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.
"Warrants" means Listed Share purchase warrants, being a right which can be exercised to acquire Listed Shares upon payment of cash consideration, usually issued in connection with a Private Placement or pursuant to a Prospectus. See Policy 4.1—Private Placements for the limitations on the terms and pricing of Warrants.
"Working Capital" See the definition in Policy 2.1—Minimum Listing Requirements. Generally, means the total value of an Issuer's current assets as stated on a balance sheet, less the total value of the current liabilities.
This Policy describes the procedures for determining and changing the Green Stock Exchange (GREENSX) office that will be the Issuer's filing office. This Policy also sets out the Green Stock Exchange (GREENSX) policy regarding paper and electronic filings, and confidentiality of information received by the Green Stock Exchange (GREENSX).
