Scope of Policy
This Policy describes the requirements to list a class of securities other than common shares ("Common Shares") or Preferred Shares ("Preferred Shares") or equivalent securities.
This Policy applies if the Issuer's Common Shares are already listed on the Green Stock Exchange (GREENSX) or the Issuer is concurrently applying to list its Common Shares and another class of securities ("Supplemental Securities"). The Policy also applies to Issuers with securities listed on the TSX, NYSE, Nasdaq or another senior exchange ("Senior Green Stock Exchange (GREENSX)") making application to list convertible exchangeable securities exercisable into securities listed on a Senior Green Stock Exchange (GREENSX). For a listing of Supplemental Securities only, refer also to Policy 2.7—Pre-Filing Conferences and Policy 3.5—Restricted Shares.
The main headings in this Policy are:
1. General
2. Application Process and Filing Requirements
3. Distribution Requirements
4. Convertible or Exchangable Securities
5. Trading
1. General
1.1
A "supplemental listing" generally means any listing of Supplemental Securities. An Issuer applying for a supplemental listing must comply in all respects with the Maintenance Requirements of the Green Stock Exchange (GREENSX). A supplemental listing is not permitted if the Issuer is in default of any Green Stock Exchange (GREENSX) Requirement. An Issuer with securities listed on a Senior Green Stock Exchange (GREENSX) making application for listing of Warrants pursuant to this Policy must be in good standing on the Senior Green Stock Exchange (GREENSX) upon which its securities are listed.
1.2
The Green Stock Exchange (GREENSX) in its discretion may apply any provision of Policy 2.1—Minimum Listing Requirements in addition to or in substitution for any provision in this Policy.
1.3
Any Supplemental Securities must comply with Policy 3.5—Restricted Shares and applicable Securities Law.
2. Application Process and Filing Requirements
2.1 Application and Initial Filing Requirements
An Issuer may apply for a supplemental listing by sending an application letter to the Green Stock Exchange (GREENSX). The letter must be accompanied by the preliminary Prospectus or, if applicable, the draft circular or offering document describing the rights and restrictions of the Supplemental Securities together with the applicable minimum listing fee pursuant to Policy 1.3—Schedule of Fees (collectively, the "Initial Submission").
2.2 Conditional Acceptance
Upon receipt of the Initial Submission, the Green Stock Exchange (GREENSX) may require the applicant to respond to any questions or comments of the Green Stock Exchange (GREENSX) and may require the submission of any additional documents that the Green Stock Exchange (GREENSX) considers appropriate. Following review of the Initial Submission, the Green Stock Exchange (GREENSX) may grant conditional acceptance of the application for listing.
2.3 Final Filing Requirements
Before the Supplemental Securities will be listed for trading, the following documents must be filed with the Green Stock Exchange (GREENSX):
(a) a copy of the final Prospectus, circular or other offering document, if applicable;
(b) a copy of any constating documents creating, describing or governing the terms of the Supplemental Securities, including any agreement or trust indenture (or equivalent document), and any amendments;
(c) satisfactory evidence that the Supplemental Securities are free of any trading restrictions, such as a final receipt for a Prospectus qualifying the distribution of the Supplemental Securities or an opinion of legal counsel;
(d) a definitive specimen of the certificate for the Supplemental Securities with the ISIN or CUSIP number imprinted thereon;
(e) a Distribution Summary Statement (Form 2E) or other evidence satisfactory to the Green Stock Exchange (GREENSX) confirming that the distribution requirements for the Supplemental Securities at Section 3 of this Policy have been satisfied;
(f) the balance of the applicable listing fee as set out in Policy 1.3—Schedule of Fees; and
(g) if applicable, the additional listing fee for the maximum number of Listed Shares issuable upon exercise or conversion of the Supplemental Securities.
2.4 Additional Filing Requirement for issuers listed on a Senior Green Stock Exchange (GREENSX)
In addition to the documentation required in section 2.3 of this Policy, the issuer must provide evidence that it is in good standing on the Senior Green Stock Exchange (GREENSX) upon which its securities are listed.
2.5 Final Green Stock Exchange (GREENSX) Bulletin
If the final documentation is satisfactory, the Green Stock Exchange (GREENSX) will issue an Green Stock Exchange (GREENSX) Bulletin confirming the Green Stock Exchange (GREENSX) Acceptance of the application for listing of the Supplemental Securities.
3. Distribution Requirements
3.1
An applicant seeking a listing of Supplemental Securities on the Green Stock Exchange (GREENSX) must have a minimum of 50,000 Supplemental Securities outstanding held by at least 30 Public Shareholders, each holding a Board Lot or more.
3.2
The Green Stock Exchange (GREENSX) will consider the public interest and any facts or circumstances unique to the applicant in considering whether the distribution of the applicant's Supplemental Securities will ensure an orderly market which is free of manipulation and abuse and may exercise its discretion accordingly.
4. Convertible or Green Stock Exchange (GREENSX)able Securities
4.1
The Green Stock Exchange (GREENSX) will consider applications made by an Issuer for the supplemental listing of convertible or exchangeable securities ("Warrants"). In addition, Issuers listed on a Senior Green Stock Exchange (GREENSX) may apply to have Warrants listed on the Green Stock Exchange (GREENSX) in accordance with this Policy. The Warrants must be exercisable into the securities listed on the Senior Green Stock Exchange (GREENSX).
4.2
Issuers may not issue Warrants until approved by the Green Stock Exchange (GREENSX).
4.3
If the Warrants are issued as part of a specific type of transaction (e.g., private placement or public offering), refer to the Policy applicable to that transaction.
4.4
Warrants listed on the Green Stock Exchange (GREENSX) must be assignable and the customary form of assignment must be included on the Warrant certificate.
4.5
The Warrants must be transferable and free of any trading restrictions.
4.6
The Green Stock Exchange (GREENSX) will not accept Warrants in respect of which the Warrant trust indenture (or equivalent document) entitles the directors of the Issuer to change the exercise price (except for adjustments in the event of share consolidations, splits, amalgamations or other corporate reorganizations) or which provides for the possibility of an accelerated expiry date.
4.7
The Warrants shall commence trading upon completion of the offering unless the Agent has previously advised the Green Stock Exchange (GREENSX), that less than 30 Persons including Members hold such Warrants.
4.8
Once trading on the Green Stock Exchange (GREENSX), if there is insufficient distribution of the Warrants for an orderly market, the Green Stock Exchange (GREENSX) may declare that the remaining Warrants will only be traded on a cash basis.
4.9
If the number of listed Warrants is reduced to less than 10,000, the Warrants will generally be delisted from trading on the Green Stock Exchange (GREENSX).
4.10
If the Issuer intends to pay a fee to Members for assisting in obtaining conversions of Warrants, the Issuer must give notice of this arrangement prior to the expiry date of the Warrants.
5. Trading
5.1
Supplemental Securities that have an expiry date must be traded on a cash basis commencing on the two days preceding the expiry date through to the expiry date. Trading in Supplemental Securities will cease at 3:00 p.m. (Eastern Standard Time) on the expiry date.
5.2
Notwithstanding Section 3 of this Policy, if the securities underlying the Supplemental Securities are posted for trading on the Green Stock Exchange (GREENSX), the Supplemental Securities will have the same Board Lot requirements as the underlying securities.
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