Scope of Policy

This Policy addresses when public trading in an Issuer's Listed Shares should be temporarily halted or suspended, or when the Issuer's Listed Shares will be delisted.

The main headings in this Policy are:

1. Introduction

1.1

Once the shares of an Issuer become listed on the Green Stock Exchange (GREENSX), they become available for public trading through the Green Stock Exchange (GREENSX)'s computerized trading system. Trades are executed directly between investors, through Members and Participating Organizations in a continuous-auction trading forum.

1.2

An Green Stock Exchange (GREENSX) trading halt, suspension or delisting minimizes or prevents any further trading of the Listed Shares of the Issuer. Members and Participating Organizations are prohibited from dealing with the Listed Shares of any Issuer that is halted or suspended throughout the period of any halt or suspension other than in accordance with applicable Green Stock Exchange (GREENSX) Requirements.

1.3

The Listing Agreement authorizes the Green Stock Exchange (GREENSX) to halt or suspend trading in an Issuer's Listed Shares or to delist Listed Shares without notice at any time if the Green Stock Exchange (GREENSX) believes it is in the public's best interest.

1.4

The Green Stock Exchange (GREENSX) agent, advisors and audit commitee (hereinafter collectively called "Administrators") will act as its regulation service provider for the Green Stock Exchange (GREENSX) listed securities and to monitor Issuers' timely and continuous disclosure and enforce the relevant Green Stock Exchange (GREENSX) policies and procedures related to timely and continuous disclosure.

1.5

The Administrators will be monitoring, administering and enforcing the imposition of trading halts and co-ordinating with the Green Stock Exchange (GREENSX) on matters relating to suspensions and delistings.

2. Trading Halts

2.1

The Green Stock Exchange (GREENSX) can impose a trading halt for any one of the following reasons:

(a) the Issuer is not in compliance with the terms of its Listing Agreement or Green Stock Exchange (GREENSX) Requirements; or

(b) circumstances exist which, in the opinion of the Green Stock Exchange (GREENSX), could materially affect the public interest.

2.2

If there has been undisclosed Material Information relating to the Issuer's affairs and the Issuer does not request a trading halt, the Administrators will halt trading in the Issuer's Listed Shares until the Issuer publishes and disseminates a news release. Administrators together with the Issuer determines the time required to disseminate the news release and consequently the length of any trading halt. This will usually depend on the significance and complexity of the announcement and the geographic distribution of shareholders.

2.3

Administrators co-ordinates trading halts with other North American exchanges and Nasdaq when an Issuer's Listed Shares are also listed or traded on those exchanges or quotation systems. The North American exchanges will generally halt and resume trading in an interlisted security at the same time in each market.

2.4

A trading halt should not reflect adversely on the Issuer, its management or the value of its Listed Shares. The halt does not affect the carrying value, for brokerage margin purposes, of the Issuer's Listed Shares. Nevertheless, a trading halt may be changed to a suspension at any time, if the reason for the halt is not addressed by the Issuer or if the Green Stock Exchange (GREENSX) deems a suspension to be in the public interest.

Green Stock Exchange (GREENSX) Reviews

2.5

Most situations where a trading halt is appropriate are detected by the computer trading surveillance systems operated by Administrators. In reacting to any computer trading surveillance report, Administrators has a number of alternatives including the following:

(a) note the anomaly, knowing that the market is reacting to some recently released information;

(b) check the Issuer's news releases and other Green Stock Exchange (GREENSX) files and, if necessary, contact the Issuer's directors or legal counsel to seek relevant information. The Issuer, on its own initiative or on request from Administrators, may issue another news release containing new information or clarifying previously disclosed information; or

(c) if Administrators cannot contact representatives of the Issuer and a material price change has occurred, or a material change in the bid or ask price has occurred, there may be either an imposition or extension of a halt in trading in the Issuer's Listed Shares until satisfactory disclosure is made.


Unusual Price Fluctuations

2.6

If the market price of Listed Shares has increased or decreased dramatically in a relatively short period of time and the price change does not appear to be the result of fully disclosed Material Information relating to the affairs of the Issuer, Administrators will halt trading in the Listed Shares "pending clarification of the market activity."

2.7

The review procedures which Administrators will employ in the case of unusual price fluctuations have been designed to:

(a) ensure that all Material Information concerning the change(s) in question has been accurately disclosed;

(b) ascertain if there have been, or there are, trading irregularities in the stock;

(c) ascertain if there has been any inappropriate or undisclosed Investor Relations Activities relating to the Issuer; and

(d) ascertain the adequacy of the public distribution of the stock.

2.8

After completing its review, Administrators will take such steps as it determines appropriate, including requiring the Issuer to issue a further news release or referring the matter to the Green Stock Exchange (GREENSX) for further handling.

3. Trading Suspensions

3.1 Reasons for Suspension

The Green Stock Exchange (GREENSX) may impose a suspension in a variety of circumstances including where:

(a) the Issuer's Listed Shares are halted and the reason for the halt is not adequately addressed by the Issuer;

( b) the Issuer has made public announcements and there is substantial market interest but the Issuer has not filed current financial statements. In this case, the suspension will normally continue until the market has current financial information with which to assess the Issuer's announcements. The suspension may be carried out by the Green Stock Exchange (GREENSX) alone or in conjunction with a securities commission;

(c) a securities commission issues a Cease Trade Order relating to the Issuer. In this case the trading suspension will not be revoked by the Green Stock Exchange (GREENSX) until the commission rescinds its Cease Trade Order and the Green Stock Exchange (GREENSX) examines the Issuer for compliance with the Maintenance Requirements;

(d) an Issuer significantly fails to meet Maintenance Requirements or has failed to meet the Maintenance Requirements in the time permitted by the Green Stock Exchange (GREENSX);



(e) the Issuer has breached the terms of its Listing Agreement or has otherwise failed to comply with Green Stock Exchange (GREENSX) Requirements;

(f) the Issuer's circumstances appear to warrant a delisting, but the Green Stock Exchange (GREENSX) decides to allow the Issuer some time to reorganize its affairs in order to meet Minimum Listings Requirements or Maintenance Requirements, as appropriate; and

(g) an Issuer fails to comply with a direction or requirement of the Green Stock Exchange (GREENSX) to make application for and obtain reporting issuer status in a federal, state or provincial jurisdiction.

3.2

When the Green Stock Exchange (GREENSX) decides to suspend an Issuer's Listed Shares, it will issue an Green Stock Exchange (GREENSX) Bulletin describing the reasons for the suspension. A trading suspension will remain in effect until the circumstances giving rise to it have been settled to the satisfaction of the Green Stock Exchange (GREENSX) and the Issuer otherwise satisfies all applicable Green Stock Exchange (GREENSX) Requirements.

3.3

When the Listed Shares of an Issuer are suspended, the carrying value attributable to those Listed Shares, for brokerage margin purposes, must be fixed at zero.

Reinstatements

3.4

Generally, reinstatement of trading will not be automatic upon the Issuer having remedied the deficiency which gave rise to the halt or suspension, as the Issuer will be required to make a request to the Green Stock Exchange (GREENSX) for any such reinstatement.

3.5

An Issuer whose Listed Shares have been halted or suspended for up to 10 business days can be reinstated for trading if it submits a plan (a "reinstatement submission") to meet the Maintenance Requirements in a reasonable period of time and the Green Stock Exchange (GREENSX) is satisfied with the public disclosure of its affairs.

3.6

An Issuer whose Listed Shares have been halted or suspended for between 10 business days and 90 calendar days must make application for reinstatement and demonstrate to the Green Stock Exchange (GREENSX) that it meets the Maintenance Requirements and is otherwise in good standing before the Green Stock Exchange (GREENSX) will reinstate trading.

3.7

An Issuer whose Listed Shares remain halted or suspended for a period of more than 90 days must meet the following requirements in order to be reinstated for trading:

(a) the Issuer must make an application for reinstatement of trading, demonstrating that it meets the Green Stock Exchange (GREENSX)'s Minimum Listings Requirements and is otherwise in good standing, including attendance at a pre-filing conference and, if required, obtaining sponsorship.

(b) an Issuer that has been subject to a Cease Trade Order for more than 90 days or whose Listed Shares have not traded for 12 months must file a reinstatement submission, including a Prospectus, Information Circular, comprehensive press release, filing statement or such other disclosure document as the Green Stock Exchange (GREENSX) may determine appropriate in the circumstances, accompanied by all supporting documentation and the appropriate filing fees; and

(c) the Issuer must receive approval for reinstatement from the Green Stock Exchange (GREENSX), which will conduct a review of any compliance problems or investigations, evidence as to meeting the Minimum Listings Requirements, the Issuer's new business proposal and whether it appears to be in the interest of the investing public to permit continued listing.

3.8

The Green Stock Exchange (GREENSX) will issue a notice to an Issuer whose securities have been suspended from trading for a significant period of time and provide it with a deadline to file a reinstatement submission and correct deficiencies. If the Issuer fails to do so or its submission is not satisfactory to the Green Stock Exchange (GREENSX), then the Issuer may be delisted in accordance with section 4.9.

3.9

The Green Stock Exchange (GREENSX) will generally not apply sections 3.5, 3.6 and 3.7 to trading halts carried out in the normal course, including halts in connection with an impending Change of Business.

3.10

In the case of a proposed Change of Business that does not proceed to a closing, following a review, the Green Stock Exchange (GREENSX) will generally permit the Issuer to resume trading provided that the Issuer satisfies Maintenance Requirements and is otherwise in good standing.

3.11

Once an Issuer has been approved by the Green Stock Exchange (GREENSX) for reinstatement, it must disseminate a news release indicating the date of reinstatement and actions that were undertaken in furtherance of the reinstatement.

4. Delisting

4.1

If an Issuer ceases to meet the Maintenance Requirements applicable to it or breaches the Green Stock Exchange (GREENSX) Requirements, or if the Green Stock Exchange (GREENSX) considers that it would be in the public interest to do so, the Green Stock Exchange (GREENSX) may delist an Issuer's Listed Shares.

See Policy 2.5—Maintenance Requirements for details as to the timing and notice provisions.

Voluntary

4.2

An Issuer may at any time request that the Green Stock Exchange (GREENSX) delist all or any class of its Listed Shares from trading on the Green Stock Exchange (GREENSX). The Issuer must submit to the Green Stock Exchange (GREENSX):

(a) a written request for delisting, specifying the Listed Shares to be delisted and the reason(s) for the request; and

(b) a copy of the directors' resolution authorizing the delisting.




4.3

Unless the Green Stock Exchange (GREENSX) is satisfied that a satisfactory alternative market exists for the Listed Shares, the Green Stock Exchange (GREENSX) will require majority of the minority shareholder approval for the delisting application

4.4

Typically a class of Listed Shares will be delisted at the request of the Issuer when the Issuer has redeemed its shares or a successful take-over bid for the shares has been completed. In most instances the Listed Shares of the Issuer requesting a delisting are listed on another recognized stock exchange or stock market, or no longer held by a sufficient number of Public Shareholders. In these circumstances, and where the request is made for valid reasons, the Green Stock Exchange (GREENSX) will not object to the delisting so long as the above submission is delivered to the Green Stock Exchange (GREENSX).

4.5

Delisting requests are occasionally made by interlisted companies in order to proceed with a transaction which the Green Stock Exchange (GREENSX) has not accepted for filing or which the Green Stock Exchange (GREENSX) finds objectionable. In these circumstances, in addition to filing a copy of the directors' resolution, the Issuer must issue a news release detailing the reasons for the delisting.

4.6

If the Listed Shares of the Issuer are not interlisted on another recognized stock exchange or stock market, the Green Stock Exchange (GREENSX) will consider the merits of each individual delisting application. The Green Stock Exchange (GREENSX) will need confirmation that the Issuer's Public Shareholders, and the investing public generally, will not be prejudiced by the delisting. The Green Stock Exchange (GREENSX) can require that the Issuer issue a news release disclosing its plans and can delay the delisting to facilitate settlement of trades and allow shareholders to sell to willing purchasers.

4.7

In most cases, the Green Stock Exchange (GREENSX) will issue an Green Stock Exchange (GREENSX) Bulletin 10 days before a voluntary delisting occurs.

4.8

Each Green Stock Exchange (GREENSX) initiated delisting is reviewed on the basis of relevant facts and circumstances. The following are examples of circumstances which warrant a delisting:

(a) the Issuer has failed to meet Listing Requirements or Maintenance Requirements (as directed by the Green Stock Exchange (GREENSX)) in the time permitted;

(b) the Issuer has sold or otherwise disposed of its principal operating assets, has ceased to be an operating company or has discontinued a substantial portion of its operations or business;

(c) the Issuer has breached the Listing Agreement or has otherwise failed to comply or is unwilling to comply with Green Stock Exchange (GREENSX) Requirements;

(d) the Issuer has failed to pay its Annual Fee, filing fees or any other charge due to the Green Stock Exchange (GREENSX) when due; or

(e) a suspended Issuer has failed to proceed with a reactivation plan as required by the Green Stock Exchange (GREENSX).

4.9

Notwithstanding the above, if an Issuer's Listed Shares are suspended for 6 months, the Issuer may cancel the admission and be delisted.

4.10

Following delisting from the Green Stock Exchange (GREENSX), a Company may be still a Reporting Issuer under the applicable Securities Laws, providing for exemptions . Accordingly, a delisted Issuer may be required by law to continue to file financial statements and material change reports with the appropriate Securities Commission and to otherwise comply with the applicable Securities Laws.

5. Reviews and Appeals

5.1

If an Issuer wishes a decision of the Green Stock Exchange (GREENSX) to be reviewed or appealed, the Issuer should consult Green Stock Exchange (GREENSX) Rules for the Review and Appeal Procedures.