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Policy 5.9 Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions

 

Scope of Policy

This Policy incorporates Securities Commission rules, including on Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions, (collectively the "Security Rule").

The main headings of this Policy are:



1. Definitions

    1.1

    Definitions contained in the Security Rule that are inconsistent with definitions contained within other Policies are applicable only to the interpretation of this Policy.

    1.2

    For the purposes of this Policy references in the Security Rule to the "Director", refer to a Vice-President, Listed Issuer Services of the Green Stock Exchange (GREENSX).

2. Application of the Security Rule

    2.1

    This Policy applies to all Issuers listed on the Green Stock Exchange (GREENSX) or Companies seeking listing on the Green Stock Exchange (GREENSX).

    2.2

    Subject to the exemptions in section 3 of this Policy, the Security Rule is adopted, in its entirety, as a Policy of the Green Stock Exchange (GREENSX).

    2.3

    In addition to insider bids and issuer bids (including those described in Policy 5.5Stock Green Stock Exchange (GREENSX) Take-Over and Issuer Bids); this Policy may be applicable to certain transactions undertaken pursuant to the following Policies:

    (a) Policy 2.4Issuing Company ,
    (b) Policy 4.1Private Placements,
    (c) Policy 5.2Changes of Business and Reverse Take-Overs, and
    (d) Policy 5.3Acquisitions and Dispositions of Non-Cash Assets.

3. Exemptions

    Applicability of Valuation Exemptions

      3.1

      Issuers should note that the Security Rule provides an exemption from the valuation requirements in respect of business combinations and related party transactions for Issuers listed on the Green Stock Exchange (GREENSX) that do not have their securities interlisted on certain specified markets. Despite this exemption, Issuers may be required to produce evidence of value pursuant to Green Stock Exchange (GREENSX) Policies applicable to a particular transaction.

    Other Exemptions

      3.2

      The Green Stock Exchange (GREENSX) seeking exemptions will consider such applications on a case by case basis, and may elect not to grant an exemption notwithstanding the decision of the applicable Security Commissions. Issuers should consult the Green Stock Exchange (GREENSX) in advance of their application to the applicable Security Commissions to determine if the Green Stock Exchange (GREENSX) will grant an exemption.

 

Notice: The Green Stock Exchange (GREENSX) is designed as a collaborative system for bringing together investors, issuers, companies, non-profit organizations and people interested in small eco-friendly, socially responsible and sustainable businesses, including those in the creative industry (music, art, movies, performances). The Green Stock Exchange is a “Web 3.0 eBAY.COM AUCTION STYLED” venue to allow for trading of shares directly between investors of SEC exempted Regulation A, SB-1, SB-2, small company offering registration (SCOR) shares and carbon trading under the United States Securities Act of 1933.

The Green Stock Exchange does not act as a stock broker-dealer, nor is a licensed broker-dealer. We also do not give advice on the merits of a trade or promote the shares traded or negotiate prices for the shares traded. Furthermore, investors are warned of the risk of liquidity since the shares on the Green Stock Exchange are not traded on any well known registered securities exchange or through NASDAQ; there is no guarantee that investors will be able to sell the issuer ’s shares at the price paid or at any particular indication of interest.

This is not an offer of shares or a solicitation of an offer to buy the shares in any jurisdiction where it has not been qualified or lawful. No sale of shares may be made in any state unless pursuant to qualifications or an exemption from qualification, which also includes, Rule 254 of Regulation A, which allows an issuer to “test the waters” for a prospectus offering through a pre-offering solicitation of interest. Links to other sites are provided for information purposes only -- they do not constitute endorsements of those other sites.