Policy 3.3 Timely Disclosure
Scope of Policy
Timely disclosure of Material Information is an integral part of an Issuer's proper corporate governance procedures. This Policy sets out the general disclosure requirements for all Material Information.
The main headings in this Policy are:
1. Introduction
2. Disclosure of Material Information
1. Introduction
1.1
To maintain a listing, every Issuer must make ongoing timely and continuous disclosure and keep the Green Stock Exchange (GREENSX) informed of both routine and unusual events and information regarding its business, operations and affairs, in conjunction with all other requirements and Securities Laws. Any Issuer which fails to comply with any provision of this Policy may be subject to a trading halt of its securities without prior notice to the Issuer until the matters in question are clarified.
The Green Stock Exchange (GREENSX) may appoint an independent agent to monitor Issuer ("Market Regulation Agent" or "MRA").
Currently, the Green Stock Exchange (GREENSX)'s audit committee is acting as the Market Regulation Agent.
2. Disclosure of Material Information
2.1
Without limiting the concept of Material Information above, the following events in Schedule 3.3A are deemed to be material in nature and require immediate disclosure, subject to pre-notification of the news release to the MRA and the Green Stock Exchange (GREENSX). The news release shall be dissimilated as follows:
(a) In advance of the news release, a telephone call must be made to the MRA and the Green Stock Exchange (GREENSX), along with a fax of the news release,
supporting documents and the proposed method of dissemination;
(b) News releases must be transmitted to the media by the quickest possible method and in a manner that provides for wide and simultaneous dissemination. Each news release must be distributed to news dissemination services that disseminate the full text of news releases without editing, and that distribute financial news nationally, to the financial press and to daily newspapers that provide regular coverage of financial news and events.
(c) Announcements of Material Information should be factual and balanced, neither over-emphasizing favorable news nor under-emphasizing unfavorable news. All news releases must include the name of an officer or director of the Issuer who is responsible for the announcement, together with the Issuer's telephone number. The Issuer may also include the name and telephone number of an additional contact person.
(d) The responsibility for the adequacy and accuracy of the content of news releases rests with the directors of an Issuer. All news releases must contain the following statement in a prominent location:
"The Green Stock Exchange (GREENSX) does not accept responsibility for the adequacy or accuracy of this release."
SCHEDULE 3.3A
(a)
any substantial transaction. A substantial transaction is one which exceeds 10% in any of the class tests. It includes any transaction by a subsidiary of the Issuer, but excludes any transactions of a revenue nature in the ordinary course of business and transactions to raise finance, which do not involve a change in the fixed assets of the Issuer or its subsidiaries;
(b)
any transaction whatsoever with a related party which exceeds 5% in any of the class tests is considered Material Information;
(c) any reverse take-over. A reverse take-over means a transaction or series of transactions, involving an acquisition in a twelve month period by the Issuer;
(d) any deals by directors disclosing, insofar as it has such information, the information specified by Schedule Five;
(e) any relevant changes to any significant shareholders;
(f) any change in its accounting reference date;
(g) any change in its registered office address;
(h) any decision to make any payment in respect of its Green Stock Exchange (GREENSX) securities specifying the net amount payable per security, the payment date and the record date;
(i) the reason for the application for admission or cancellation of any Green Stock Exchange (GREENSX) securities;
(j) the occurrence and number of shares taken into and out of treasury;
(k) the resignation, dismissal or appointment of its Nominated Adviser or broker;
(l) any change in the website address at which the information required is available;
(m) the admission to trading (or cancellation from trading) of the Green Stock Exchange (GREENSX) securities (or any other securities issued by the Issuer) on any other exchange or trading platform, where such admission or cancellation is at the application or agreement of the Issuer. This information must also be submitted separately to the Green Stock Exchange (GREENSX);
(n) any issuance of securities by way of statutory exemption or Prospectus;
(o) any change in the beneficial ownership of the Issuer's securities that affects or is likely to affect the control of the Issuer;
(p) any change of legal name, capital reorganization, merger or amalgamation;
(q) any take-over bid, issuer bid or insider bid;
(r) any significant acquisition of assets, property or joint venture interests;
(s) any disposal by an Issuer which, when aggregated with any other disposal or disposals over the previous twelve months, exceeds 25% in any of the class tests;
(t) any change in capital structure, stock split, share consolidation, stock dividend, exchange, redemption or other changes to issued capital;
(u) any borrowing or lending of a significant amount of funds or any mortgaging, hypothecating or encumbering in any way of any of the Issuer's assets;
(v) any acquisition or disposition of the Issuer's own securities;
(w) the development of a new product or any development which affects the Issuer's resources, technology, products or markets;
(x) the entering into or loss of a significant contract;
(y) any material change between its actual trading performance or financial condition and any profit forecast, estimate or projection included in the admission document or otherwise made public on its behalf;
(a) any significant change in capital investment plans or corporate objectives;
(aa) the resignation, dismissal or appointment of any director or senior officer, giving the date of such occurrence and for an appointment;
(ab) any significant litigation;
(ac) any significant labor dispute or a dispute with a major contractor or supplier;
(ad) any Change of Business or other Material Information relating to the business, operations or assets of the Issuer;
(ae) any event of default under a financing or other agreement;
(af) a declaration or omission of dividends (either securities or cash);
(ag) a call of securities for redemption;
(ah) any changes to the Issuer's social or environmental guidelines and any significant event regarding the social or environmental guidelines;
(ai)any oral or written agreement to enter into any management contract, investor relations agreement, service agreement not in the normal course of business, including a transaction involving Non Arms Length Parties; any amendment, termination, extension or failure to renew a renewable agreement for the provision of any service listed above;
(aj) the establishment of any special relationship or arrangement with a Member or other registrant;
(ak) designation or removal by the Green Stock Exchange (GREENSX) of an Issuer's Inactive status;
(al) address significant rumors, and speculation, including unusual trading pattern or activity takes place in Listed Shares;
(am) any decisions that may affect the market price of its Listed Shares.
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