Policy 3.2 Filing Requirements and Continuous Disclosure

Scope of Policy

This Policy describes continuous disclosure requirements applicable to every Issuer and identifies filing requirements that can arise in connection with transactions not specifically dealt with by other Green Stock Exchange (GREENSX) policies. Unless specifically exempted or modified by another Policy, an Issuer must comply with this Policy.

The main headings in this Policy are:

1. Financial Statements and Management Discussion and Analysis

1.1

If applicable, and not exempted from the Securities Commissions, an Issuer may be required to file annual and interim financial statements as well as annual and interim Management Discussion & Analysis ("MD & A") with the applicable Securities Commissions. These filings are not required to be made with the Green Stock Exchange (GREENSX).

1.2

If applicable, and not exempted from the Securities Commissions, an Issuer may be required to deliver the financial statements and MD & A referred to at subsection 1.1, to all its securityholders, regardless of the jurisdictions in which they reside.

2. Documents Required By Securities Laws

2.1

Other than financial statements and MD & A to be filed pursuant to Securities Laws requirements, every Issuer must file with the Green Stock Exchange (GREENSX) a copy of any document or agreement which pursuant to applicable Securities Laws, is filed with any Securities Commission or similar regulatory body or any other applicable stock exchange or market, including any material change report, notice of sale by a Control Person, early warning report, offering memorandum, take-over bid circular, director's circular or annual information form.

3. Shareholder Meetings

3.1

Every Issuer must hold an annual meeting of its Shareholders by the earlier of the time required by applicable corporate or securities legislation and 18 months after:

(a) the date of its incorporation; or

(b) the date of its certificate of amalgamation, in the case of an amalgamated Issuer,

and subsequently thereafter in each year not more than 15 months after its last preceding annual meeting of Shareholders or such earlier date as required by applicable corporate or Securities Laws.

3.2

Every Issuer must, concurrently with giving notice of a meeting of Shareholders, send a form of proxy and an information circular in the manner prescribed by Securities Laws to each holder of a Listed Share and each other Shareholder who is entitled to receive notice of the meeting whether or not they are resident in the jurisdiction in which the Issuer is a reporting Issuer. Every Issuer must comply with the requirements of applicable corporate and Securities Law governing proxies and Shareholder meetings.

3.3

Every Issuer must comply in all respects with the provisions of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, including all filing and notice deadlines therein.

3.4

Every Issuer must file with the Green Stock Exchange (GREENSX) a copy of each notice of meeting, form of proxy, information circular, or other document except for annual and interim financial statements, annual and interim MD & A and annual reports, provided to its Shareholders.

3.5

If a proposed transaction to be submitted to Shareholders for approval also requires the acceptance of the Green Stock Exchange (GREENSX), the Issuer must obtain this acceptance before mailing the meeting materials to the Shareholders. If this is impracticable due to unavoidable time restrictions, the Green Stock Exchange (GREENSX) must be advised in advance of the proposed mailing, and the information circular must clearly state that the proposed transaction is subject to the acceptance of the Green Stock Exchange (GREENSX) (or regulatory approval), and that the Issuer will not proceed with the transaction if regulatory acceptance or approval is not obtained.

3.6

An Issuer which has adopted or proposes to adopt procedures which may have the effect of entrenching management should consult with the Green Stock Exchange (GREENSX) in advance and obtain prior Green Stock Exchange (GREENSX) Acceptance. See Policy 3.1—Directors, Officers and Corporate Governance.

4. Business Acquisition Reports

4.1

Subject to subsection 4.2, an Issuer effecting a significant acquisition, must file a business acquisition report ("BAR") prepared in according to standard national acquisition reports, within 75 days after the date of the acquisition.

4.2

An Issuer will not be required to file a BAR if the Issuer files its own Information Circular or that of another Person or a Filing Statement prepared in accordance with Green Stock Exchange (GREENSX) Requirements and

(a) the Information Circular or Filing Statement, either:

(i) contains the information and financial statements prescribed by section 14.2 of Form 51-102F5 Information Circular concerning the acquisition of a business or related business, or

(b) the date of the acquisition is within nine months of the date of the Information Circular or Filing Statement; and

(c) between the date of the Information Circular or Filing Statement and the date of the acquisition there has been no material change in the terms of the acquisition from that disclosed in the Information Circular or Filing Statement.

5. Security Issuances, Treasury Orders and Legending of Hold Periods

5.1 Security Issuances

Unless specifically provided for in Green Stock Exchange (GREENSX) Requirements, an Issuer must not issue securities without the prior acceptance of the Green Stock Exchange (GREENSX).

5.2 Treasury Orders—General

(a) Every Issuer must require that its transfer agent or the Issuer provide to the Green Stock Exchange (GREENSX), within five business days following the issuance of any securities, a copy of the applicable treasury order.

(b) Each treasury order and reservation order must contain the following information:

(i) the date of the treasury order;

(ii) the name and municipality of the transfer agent, if any;

(iii) full particulars of the number and type of securities being issued or reserved for issuance;

(iv) the issue price per security or the deemed issue price;

(v) the balance of issued shares of the Issuer following the issuance;

(vi) the names and addresses of all parties to whom the securities are being issued or are reserved for issuance;

(vii) the date of the applicable Green Stock Exchange (GREENSX) Acceptance of the application for issuance of such securities and, if applicable, the Green Stock Exchange (GREENSX) application/file number;

(viii) for a treasury order, confirmation that the Issuer has received full payment for the securities and that the securities are validly issued as fully paid and non-assessable;

(ix) instructions that the wording of any legend required by applicable Securities Law or by section 5.3 of this Policy be imprinted on the face of the certificate (or if the face of the certificate has insufficient space, on the back of the certificate with a reference on the face of the certificate to the legend); and

(x) the legend required by section 5.3.

(c) Every treasury order must be signed by at least two directors or senior officers of the Issuer. The names and titles of each signatory must be printed beneath their respective signatures.

5.3 Hold Period Legends

(a) The Green Stock Exchange (GREENSX) legend requirement applies except in the case of securities issued in a Prospectus offering, qualified by Prospectus, issued under a securities exchange take-over bid or pursuant to an amalgamation, merger or other statutory procedure. Each Issuer must ensure that all other securities issued from treasury are represented by a certificate, which must bear an Green Stock Exchange (GREENSX) legend stating:



"Without prior written approval of the Green Stock Exchange (GREENSX) and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the Green Stock Exchange (GREENSX) or otherwise in the United States or Canada or to or for the benefit of a United States or Canadian resident until [insert date]."

(b) The date to be inserted in the legend will be the date following the fourth month after the distribution date, except in the case of:

(i) stock options granted pursuant to Policy4.4, where the date will be the date following the fourth month after the grant of the option.