Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange

 
Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
TSX VENTURE EXCHANGE AND TORONTO STOCK EXCHANGE

Realizing
Your Vision
2018 Guide To Listing
Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
The future
is yours
to see.
Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
" TSX Venture Exchange and           " T MX is proud to be a part
 Toronto Stock Exchange are             of the world’s premier
 committed to providing a               capital formation ecosystem;
 sophisticated, diversified             an engine of opportunity
 marketplace that connects              and innovation at the heart
 issuers of all size and sectors        of the Canadian economy.
 to the growth capital they need.       Canada’s leading markets,
 Together, our equities exchanges       TSX Venture Exchange and
 help entrepreneurs to achieve          Toronto Stock Exchange,
 their business goals and reach         are proven, globally
 their true potential. From small       recognized platforms for
 to early-stage companies looking       companies at all stages of
 to gain access to public venture       development to achieve
 capital and a strong foothold          their growth objectives.
 in the public market, to larger,       We are firmly committed
 established companies looking          to working together with
 to take their business to the next     entrepreneurs, listed
 level through a listing on TSX,        issuers and all of our valued
 our two-tiered capital formation       stakeholders from across
 ecosystem offers traditional           the industry to deliver agile
 and non-traditional financing          solutions to existing and
 and liquidity solutions that can       emerging challenges and
 be as unique as the businesses         to serve our markets with
 it serves. "                           excellence. "

               _                                   _

   Loui Anastasopoulos                       Lou Eccleston
     President, Capital Formation                  CEO
             & TSX Trust                         TMX Group
Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
Table Of Contents

 6        Realizing Your Vision

 7        Are You Ready To Go Public?

 9        Canada's Global Capital Markets

 13       Opportunities For International & U.S. Companies

 14       Steps To Listing

 18       Graduation To Toronto Stock Exchange

 19       Supporting Your Growth: TSX Company Services

SECTORS

 21       Diversified Industries

 22       Technology & Innovation

 26       Mining

 28       Energy

 32       Directory of Contacts
Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
The sky
was the
limit.
" I realized that as an entrepreneur, going public
   is like winning the Oscars. " 

  _

  Eric Boyko
  CEO of Stingray Digital Group Inc. (TSX: RAY.A)
Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
6      Going Public

    Realizing Your Vision

    Access To Capital And Future Financing Opportunities
    Going public can provide your company with financing opportunities to grow your business via
    expansion of operations, hiring or acquisitions. The issuance of public shares can also expand and
    diversify your investor base by giving you access to pools of capital in Canada, the U.S. and globally.

    Facilitate Growth
    As a public company, your shares can be used as a currency substitute to acquire target
    companies, instead of a direct cash offering. Using shares for an acquisition can be a tax-efficient
    and cost-effective vehicle to finance such a transaction. This can also improve your ability
    to complete mergers and acquisitions in a more timely and cost-effective manner.

    Increase Visibility And Prestige
    Going public enhances your company’s visibility. Greater public awareness gained through
    media coverage, publicly filed documents and coverage of your shares by sector investment analysts
    can provide your company with a higher profile and greater credibility. Ultimately, this can result
    in a more diversified group of investors following your company, which may increase demand for
    your company’s shares and potentially increase your company’s value.

    Provide Liquidity For Shareholders
    Becoming a public company establishes a market for your company’s shares, providing your
    investors with an efficient and regulated vehicle in which to trade their shares. Greater liquidity in
    the public market can often lead to better valuation than would be achieved as a private company.

    Create Employee Incentive Mechanisms
    Your employees can participate in the ownership of your company and benefit from being
    shareholders. Stock options and employee share purchase programs are good mechanisms
    for compensating your employees without depleting cash reserves. This can serve to ensure
    stronger employee commitment to your company’s performance and success. Share ownership can
    have an immediate and tangible value to employees, and can be used as a recruitment incentive.
Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
Going Public   7

Are You Ready To Go Public?

Going public is a major milestone for any company and is a decision
requiring careful consideration and expert advice. Our team will
work closely with your company’s management and expert advisors
to guide you through every stage of the listing process.

To start, ask yourself the following questions to determine whether
you are ready to list:

Does your company have an attractive track record or a product
or service that has a readily identifiable market
and significant growth potential?

Does your management team have expertise in your industry sector,
and experience in running a publicly traded company?

Have your management team and board of directors invested
their own capital in the company to support its growth?

Will your corporate governance controls withstand the scrutiny
of the public markets? If not, is your management team committed
to the implementation of effective corporate governance measures?

Has your company developed appropriate financial reporting
and controls required for a public company?
When
opportunity
shocks.
" Our listing on the TSX is a significant milestone in our story
  and we believe it marks the start of a new chapter for Shopify
  as we continue to grow our business and make commerce
  better for everyone in Canada and around the world. " 

  _

  Tobi Lütke
  CEO of Shopify Inc. (TSX: SHOP)
Canada's
Global
Capital
Markets
3,154               $54.5B                            142
issuers call TSX    in equity capital                 new corporate*
Venture Exchange    raised by listed                  listings on TSX
and Toronto Stock   issuers in 2017                   Venture Exchange
Exchange home                                         and Toronto Stock
                                                      Exchange in 2017

                                            * "Corporate" excludes ETFs, Closed-End Funds, CPCs and SPACs.
                                        As at December 31, 2017. Source: TSX/TSXV Market Intelligence Group.
10        Going Public

     Canada's Global Capital Markets
     TSX Venture Exchange (TSXV) and Toronto Stock Exchange (TSX) provide
     companies with access to equity capital and the benefits of being listed
     on a leading global exchange with integrity, liquidity and opportunity.

     Gateway To North American Capital
     Companies listed on TSXV and TSX have access to North American capital markets, one of the world’s largest capital pools.
     With a wide investor base providing liquidity, our Exchanges serve as access points to the Canadian and U.S. markets for
     companies seeking growth and expansion capital.

     Top-Rated Banking System                                                                          Equity Financing On TSXV And TSX
                                                                                                       ($ Billions)
     Canada’s banking system has been ranked as one of the soundest
     in the world for nine years in a row by the World Economic Forum.                                       IPOs
     Canada’s banks are also well managed, well regulated and well                                           Private Placements
     capitalized. A strong and stable banking system is at the heart                                         Public Offerings
     of the country’s economic stability. Canada ranks first in the G7
     for foreign direct investment to GDP ratio*, and has an established                                                                                $62
     AAA credit rating from Standard and Poor’s.                                                                        $58            $58

                                                                                                        $44                                                         $55
     Leveraging Canada's Economic Strength
     TSXV and TSX's significance as world-class equities markets is reflected
     in the broader strength of the Canadian economy. According to the
     Economist Intelligence Unit, Canada is the best country among
     the G7 to do business in from 2016-2020.**

     Canada’s economy is broadly diversified with key strengths in
     manufacturing, financial services and technology. This, coupled with
                                                                                                         2013            2014           2015            2016         2017
     Canada’s diverse natural resources base including oil and gas, coal,
     nickel, copper, zinc, uranium and diamonds, makes Canada a viable
                                                                                                       * Source: Invest in Canada: Think Canada, December 2017.
     destination to raise capital and leverage Canadian financial expertise.                           ** The Economist Intelligence Unit, January 2016.

     A Diverse Issuer Base

              3,154                                  Total Number Of Listed Issuers By Sector
                                                     On TSXV and TSX

     1,211                                      569                                  527                      415                     309                  138
     Mining                                     Diversified Industries               Exchange Traded          Technology              Energy               Closed-End
                                                                                     Funds                    & Innovation                                 Funds
                                                                                                                                      BREAKDOWN
                                                BREAKDOWN
                                                                                                              BREAKDOWN
                                                                                                                                                           51
                                                                                                                                      68	Energy
                                                37   Communications & Media
                                                                                                              91    Clean                 Services
                                                113 Consumer Products & Services                                    Technology                             Capital Pool
                                                                                                                                      215 Oil & Gas
                                                139 Financial Services                                        144 Life Sciences                            Company
                                                                                                                                      26	Utilities &
                                                189 Industrial Products & Services                            180 Technology              Pipelines
                                                91   Real Estate                                                                                           2
                                                                                                                                                           SPAC

     All information as at December 31, 2017.
Going Public            11

  Opportunities For Companies
  At Every Stage Of Growth
  TSXV and TSX are world-class markets that provide access to financing
  for companies at various stages of growth.

  Financing Growth Companies
                   Public Equity
CAPITAL REQUIRED

                                                                                             Toronto Stock Exchange

                                       TSX Venture Exchange

                   Private Capital

                            Founders

                                         Angel Investors

                                                               Venture Capitalists

                                                                                                                Private Equity

                                                                                                                    Stable
                    Project / Idea     R&D Or Prototype                Commercial Stage                         Production Stage                       Operating History

                                                                                                                                                    STAGES OF COMPANY GROWTH

   Our Markets At A Glance                                                                        TSXV                               TSX                         TSXV & TSX

   Listed Issuers                                                                                 1,653                             1,501                              3,154

   Quoted Market Value ($ Billions)                                                                  51                             2,969                              3,020

   Median Quoted Market Value ($ Millions)                                                            8                               153                                26

   Average Quoted Market Value ($ Millions)                                                          31                             1,978                               958

   Total Equity Capital Raised ($ Billions)                                                           6                                48                                55

   Average Equity Capital Raised ($ Millions)                                                         4                                74                                25

   Going Public Activity*                                                                           143                               153                               296

                                            * Includes Initial Public Offerings, Capital Pool Company IPOs, Reverse Takeovers, Qualifying Transactions, Qualifying Acquisitions and others.
                                                                                                                                                 All information as at December 31, 2017.
Leave
hindsight
behind.
" The TSX listing means a lot to Spin Master. It is a huge
  milestone in the evolution of our company's journey over
  the last 21 years and it's an incredible platform
  for continuing to grow our company. " 

  _

  Ronnen Harary
  Co-CEO of Spin Master Corp. (TSX: TOY)
Opportunities For International And U.S. Companies          13

Opportunities For International
And U.S. Companies
Gateway To North America

                                                                       Benefits
                              international                            • Canadian capital markets operate within a stable,
                                                                         world-class financial services environment which

       228
                              and U.S.                                   includes a vibrant institutional and retail investor base.
                              companies                                • Innovative capital market infrastructure,
                              are listed on                              listing standards and vehicles, and proportionate
                                                                         governance tailored to public companies.
                              TSXV and TSX
                                                                       • Extensive analyst community covering companies.
                                                                       • Access to North American and global capital.
                                                                       • Alternate going public options using the Capital
With limited options in the international market for mid-market
                                                                         Pool Company® program (CPC), Special Purpose
companies seeking growth capital, as well as the increasing
                                                                         Acquisition Corporations (SPACs) and an active
costs of regulatory compliance, more and more international
                                                                         Reverse Merger Market.
companies are using a listing on TSXV or TSX as a platform
in order to reach Canadian and U.S. investors who can trade            • Opportunity to interlist on a global market can
directly in Canada. TSXV or TSX are uniquely positioned                  be an effective strategy for managed growth, while
in North America and a significant part of the daily flow                leveraging the liquidity of both the Canadian and
of trading comes from U.S.-based investors.                              international marketplaces.

International Listings By Country/Region                     U.S. Companies Listed Across All Sectors
U.S.                                                Africa   Mining                                 Closed-End   Utilities & Communication
50%                                                  3%      31%                                         Funds   Pipelines        & Media
                                                                                                          1%          2%                3%
                                                    Other                                                                         Real Estate
                                                     6%      Life Sciences
                                                                                                                                        3%
                                                             16%                                                          Financial Services
                                             Latin America
                                                     8%                                                                                 3%
                                                             Technology                                                  Consumer Products
                                         Australia /NZ/PNG
                                                     8%      14%                                                                & Services
                                                                                                                                        3%
                                                                                                                       Industrial Products &
Asia                                           UK/Europe     Clean Technology                            Oil & Gas                  Services
13%                                                11%       10%                                           10%                          4%

2017 Snapshot                                                             TSXV                   TSX                   TSXV & TSX

Number of Listed Companies                                                   127                  101                        228

Quoted Market Value ($ Billions)                                              5                   99                         104

New Listings in 2017                                                         12                    5                          17

Equity Capital Raised ($ Millions)                                           412                5,244                       5,656

Number of Financings                                                         121                  59                         180

                                                                                                                       As at December 31, 2017.
14      Going Public

     Steps To Listing

         Step 1                               Determine The Market For Your Business

     Listing On TSXV                                                  Listing On TSX
     Listing on TSX Venture Exchange is the right choice for          Listing on Toronto Stock Exchange is the right choice
     small and early-stage companies looking to access public         for growth-oriented companies with strong performance
     venture capital to facilitate their growth. Companies listed     track records. TSX is globally recognized as a leading
     on TSXV are provided with the opportunity to gain a solid        international stock exchange, known for its standards of
     foothold in the public market, with the potential to work        fairness and innovative approach to trading. TSX provides
     towards graduation to TSX and access to larger pools of          companies with a dynamic market in which to raise
     capital. TSXV has listing requirements that are tailored         capital, while offering a range of benefits that include
     to a company’s industry sector, stage of development,            enhanced liquidity, specialized indices, visibility and
     financial performance and operational resources.                 analyst coverage.

     Why List On TSXV?                                                Why List On TSX?
      ccess to capital for early-stage companies and smaller
     A                                                                 arket for established businesses and management
                                                                      M
     financings (typical financing range: $500,000 to $20 million).   teams with experience in public markets.

     Extensive mentorship program for newly public companies.         Access to international institutional investors.

     Streamlined graduation to TSX.                                   Globally visible indices utilized by investors.

      ailored listing and corporate governance requirements
     T                                                                Corporate governance appropriate for established issuers.
     for small-cap companies.

                                                                      160+ year history.
      ultiple financing rounds mean more ground-floor
     M
     investing opportunities.
                                                                      Respected, leading global exchange.
Going Public   15

    Step 2                              Determine The Method Of Listing

A Flexible Approach
TSX Venture Exchange and Toronto Stock Exchange have created a flexible approach to raising public capital. Recognizing
that the financial requirements of companies are unique to their size and stage of growth, the process of going public on
either of our Exchanges is efficient and cost-effective. Working with your advisors will help determine which listing method
is right for your company in current market conditions.

Structures For Going Public
  Initial Public Offering (IPO)

                                                                                                       TSXV
  Reverse Takeover/Reverse Merger (RTO/RM)

  Qualifying Transaction/Acquisition (QT/QA)

                                                                                                        TSX
  Direct Listing

Initial Public Offering                                        Qualifying Transaction/Qualifying Acquisition
An IPO requires the completion of an application               A CPC or a SPAC are companies listed with cash on their
for listing and the filing of a prospectus with the            balance sheets. They are designed as a pathway to take
applicable Canadian securities commission(s).                  companies public in an efficient way.

Reverse Takeover/Reverse Merger                                Direct Listing
We have a long history of listing companies through            If your company is currently listed on another exchange
reverse merger transactions. A reverse merger                  or market, you may qualify for a direct listing on TSXV or TSX.
allows a private company to vend into a TSXV- or               It is an efficient mechanism to access a broader pool of
TSX-listed company or shell.                                   investors and to leverage your listing in another market.
16       Going Public

     Capital Pool Company®
     (CPC) Program
     A Two-Step Alternative
     To The Traditional IPO                                                                          raised by
     The CPC program is a unique listing vehicle for small-cap
     companies. The program connects experienced investors
     with private companies by dividing the traditional IPO
                                                                             $7.2B                   former CPCs
                                                                                                     in the last five
                                                                                                     years on TSXV
     process in two: the creation of the CPC public vehicle
     shell and the Qualifying Transaction (QT).

     CPC Success Story
     Over 2,400 CPCs listed since program inception (1986).
                                                                                                     raised by
     86% of CPCs have completed their QT, with 38 QTs in 2017.
                                                                            $18.4B                   former CPCs
                                                                                                     in the last five
                                                                                                     years on TSX
     80 former CPCs currently trade on TSX.

     Outlining The CPC Process

                                   Seed financing of the            Prospectus offering
                                   company (the greater            to create a corporate
      CPC                          of $100,000 or 5%          +    vehicle with public
                                   of the total funds
                                   raised)
                                                                    distribution
                                                                    (maximum $4,750,000)
                                                                                                        New
                                                                                                       Public
                                   Qualifying Transaction
                                   CoincidingPrivate Placement (PIPE) An operating
                                                                                                      Company
      Private Company
                                   company is identified, disclosed, additionally financed
                                   (if appropriate) and acquired

     Special Purpose Acquisition Corporation
     (SPAC) Program
     The SPAC program offers an alternative vehicle for listing on TSX. Unlike a traditional IPO, the SPAC program enables
     seasoned directors and officers to form a corporation that contains no commercial operations or assets other than cash.
     The SPAC is then listed on TSX via an IPO, raising a minimum of $30 million. 90% of the funds raised are placed in escrow,
     and must then be used toward the acquisition of an operating company or assets within 36 months of listing, defined as a
     Qualifying Acquisition.

     As at December 31, 2017.
Going Public   17

    Step 3                             Select Your Team Of Advisors

As a company looking to go public, you will need to build a team of expert
advisors and seek the counsel of an investment dealer, a securities law firm,
an auditor, an investor relations professional, and a transfer agent.

Look for professionals experienced in your industry and size of company, with the ability to offer sound financial
market advice that is relevant to you and your business. Make sure you have a thorough knowledge of the policies
for the appropriate exchange and the securities law requirements. A quality investor relations program is critical
to your company’s ability to access capital and liquidity, enhancing your company’s visibility, reputation and investor
communications program. The Business Development team at TSX Venture Exchange and Toronto Stock Exchange
can provide introductions to advisors who can help companies go public.

Your Team Of Advisors
International companies will need to seek advisors with experience in the Canadian marketplace. In Canada, regulatory
and legal obligations are applicable at both the federal and provincial levels.

                                                                 Investment Dealer

                                                                 Securities Law Firm

  Your Company                                                   Auditor

                                                                 Investor Relations Professional

                                                                 Transfer Agent

TSX Trust
TSX Trust is a leading provider of transfer agency and corporate trust services, dedicated to serving clients with proven
expertise, efficiency and professionalism. We’ve been a trusted advisor to more than 900 companies, both public and private.
We work closely with our clients and their advisors to help navigate the most complex transactions, including the unique needs
of SPACs, ETFs, Public and Private Partnerships, and Corporate Trust mandates.

As part of the larger TMX Group of companies, TSX Trust is able to leverage leading technology and information security. We are
a national business with four offices across Canada, allowing us to provide personalized, highly responsive service.
18       Going Public

     Graduation To Toronto Stock Exchange

               645                                                                                                           20%
                                                     graduates
                                                     from TSXV
                                                     to TSX*

                                                                                                                            of the S&P/TSX
                                                     in market
                                                                                                                            Composite Index†
       $192B                                         capitalization
                                                     of TSXV
                                                     graduates
                                                                                                                            constituents are
                                                                                                                            graduates of TSXV

     A Path To Greater Opportunity                                                                             Benefits
     Graduating to TSX is a strategic opportunity
     for a company to increase its profile, liquidity                                                          Increased Access to Capital
     and access to capital.

     Graduation Made Easy                                                                                      Greater Visibility
     Streamlined Process
      our company’s TSXV files can be provided directly
     Y
     to TSX with your consent.                                                                                 Access to Institutional Capital
     Reduced Listing Fees
      he TSX application fee is waived for potential
     T
     graduates and credit will be given for any                                                                Enhanced Liquidity
     TSXV transaction fees paid in the 90 days
     prior to listing on TSX.

     Waiver Of Sponsorship
      ponsorship requirements can be waived
     S
     in most cases.

     Exchange Support
      pre-file meeting with TSX staff to review
     A
     process and timing can help to compress
     the timeline for a graduation.

     * From January 2000 to December 2017, 645 companies graduated from TSXV to TSX.
     † “S&P” is a trademark owned by Standard & Poor's Financial Services LLC, and "TSX" is a trademark owned by TSX Inc.
Going Public   19

Supporting Your Growth:
TSX Company Services
Your Designated Contact                                      Celebrate And Promote
Your Regional Head will connect with you leading up to       Your Listing
your listing. As your main point of contact, your Regional
                                                             Around the time of your IPO or new listing, a Market
Head is available to answer questions, provide support
                                                             Open will be arranged for you to celebrate this exciting
over the course of your corporate journey and will stay
                                                             milestone. After opening the Canadian markets, your
abreast of industry developments.
                                                             CEO is offered the option to film a short video — The View
                                                             from the C-Suite — to speak about your company.

Communicate Your Corporate
Messages                                                     Secure Communication
We are proud to endorse Cision for your newswire             Conducting business in a secure environment is
and financial webcast services. With Cision, you can         critical. Our TSX SecureFile and V-File online platforms
achieve simultaneous distribution of news releases and       can fully protect and encrypt your submissions and
multimedia to media and financial markets, website           communication with our Listings team. For your board
feeds, as well as social media accounts and blogs.           communication, we recommend Diligent's board platform
                                                             with proven security and 24/7 customer support.

Understand Your Shareholder
Base And Trading Activity                                    Reward Your Employees
                                                             Many companies look to share their success with their
Achieve both your investor relations and corporate goals
                                                             employees through the implementation of an Employee
with the help of TSX InfoSuite®. This comprehensive tool
                                                             Share Plan or Stock Option Plan. Solium can provide
provides a wide variety of data to track your company,
                                                             you with a detailed overview of the many types of plans
your peers, a wide variety of domestic and foreign
                                                             available to suit your company’s needs and goals.
investment vehicles, and shareholders.

Build Effective Investor Relations                           Be Considered For Index Inclusion
                                                             Being included in the S&P/TSX Composite Index,
Ipreo is a leading global provider of financial services
                                                             or another S&P/TSX index, can give your company
technology, data and analytics, and can be an extension
                                                             heightened exposure to domestic and global investors.
of your Investor Relations team. Ipreo can provide you
                                                             A variety of factors, including but not limited to company
with cross-asset class surveillance, investor targeting,
                                                             size and liquidity requirements, are prerequisites
buy-side perception studies, transaction analysis and
                                                             for eligibility.
predictive analytics.

Showcasing To Investors                                      Learn More About Being
                                                             A Public Company
TMX runs the annual Venture 50™ program which ranks
the top performers on TSX Venture Exchange over the          Through the Learning Academy, our team of experts
last year. The ranking is comprised of 10 companies          host education sessions, online courses, and interactive
from each of five industry sectors. We also host 10+         live workshops to help guide you through your journey
sector-specific investor days showcasing a cross-section     as a public company.
of companies in domestic and foreign markets.
Let's get
down to
business.
" This IPO is an important milestone for Aritzia
  and is a testament to the continued dedication
  and passion of our people. " 

  _

  Brian Hill
  Founder, Chairman & CEO of Aritzia Inc. (TSX: ATZ)
Sectors          21

Diversified Industries
TSXV and TSX provide access to equity capital that is essential
for growth-oriented companies from all around the world.

                                                                Benefits
                                 companies                      Access To Capital

         569
                                 with a total                   In 2017, Diversified Industries companies raised
                                 market                         $23.1 billion of equity capital on TSXV and TSX.

                                 capitalization                 Liquidity & Trading
                                 of $1.8 trillion               Diversified Industries companies in Canada continue
                                                                to attract domestic and international investors. In 2017,
                                                                26.6 billion shares of Diversified Industries companies
                                                                traded on our Exchanges.

                                                                Growth Support
Sector Breakdown                                                TSXV-listed companies have the potential to graduate
Industrial Products & Services        Communications & Media    to TSX as they grow and mature.
33%                                                    7%
                                                                Tailored Listing Criteria
                                                                Listing requirements are tailored to companies
                                                  Real Estate   at varying stages of growth.
                                                     16%
                                                                Global Visibility
                                                                Diversified Industries companies listed on TSXV and
                                          Consumer Products
                                                                TSX are covered by an average of two analysts and it is
Financial Services                               & Services     estimated that approximately 40% of all trading on TSXV
24%                                                  20%        and TSX originates outside of Canada.

                                                                         Listed Companies         Total Market Capitalization ($ Millions)

2017 Sector Snapshot                                             TSXV         TSX       TOTAL        TSXV             TSX       TOTAL

Communications & Media                                              11          26           37         894      191,408 192,302

Consumer Products & Services                                        42          71          113         877      236,005 236,882

Financial Services                                                  56          83          139      5,635       890,165 895,800

Industrial Products & Services                                      57         132          189      1,726       352,091 353,818

Real Estate                                                         29          62          91       2,354       100,046 102,400

                                                                                                                   As at December 31, 2017.
22       Sectors

     Technology & Innovation
     TSX Venture Exchange and Toronto Stock Exchange provide companies
     with dynamic markets to access North American and global capital.

     Proven Growth Markets
     Quoted Market Value
     ($ Billions)
                                                          Over   companies
                                                                 from startups

                                                          400
           Clean Technology and Renewable Energy
                                                                 to global
                                                                 leaders
           Life Sciences

           Technology

         187                    188                188

                                                                 IPOs and new
                                                          Over
                                          144
                                                                 listings since
                                                                 2015, from

                                                          100
                                                                 Canadian, U.S.
                                                                 and global
                                                                 companies

         2014                   2015       2016    2017

                                                          Over
                                                                 raised since
     Equity Capital Raised
                                                                 2015 to fund
                                                                 growth and
                                                          $20B
     ($ Billions)

                                                                 provide liquidity
                            11.2                                 to investors

         6.2                               5.9

                                                          Over
                                                   5.6
                                                                 of IPOs & new
                                                                 listings since

                                                          25%
                                                                 2015 are from
                                                                 outside Canada
         2014                   2015       2016    2017

     As at December 31, 2017.
Sectors          23

2017 Snapshot                                                TSXV                  TSX               TSXV & TSX

Clean Technology and Renewable Energy

Number of Listed Companies                                     56                  35                       91

Quoted Market Value ($ Billions)                               1                   42                       43

New Listings in 2017                                           2                    1                        3

Equity Capital Raised ($ Millions)                             60                 1,756                   1,816

Number of Financings                                           53                  12                       65

Life Sciences

Number of Listed Companies                                    100                  44                      144

Quoted Market Value ($ Billions)                               7                   32                       39

New Listings in 2017                                           21                   6                       27

Equity Capital Raised ($ Millions)                            623                 1,553                   2,176

Number of Financings                                           99                  58                      157

Technology

Number of Listed Companies                                    127                  53                      180

Quoted Market Value ($ Billions)                               5                   101                     106

New Listings in 2017                                           8                    2                       10

Equity Capital Raised ($ Millions)                            361                 1,191                   1,552

Number of Financings                                          104                  20                      124

Benefits
Access To Capital                                       Tailored Listing Criteria
• $1.6 billion equity capital raised by Technology      Listing requirements are tailored to companies
  companies in 2017                                     at varying stages of growth.
• Over $1 billion equity capital raised
  by Clean Technology and Renewable Energy              Growth Support
  companies for nine consecutive years
                                                        TSXV-listed companies have the potential
• $2.2 billion equity capital raised by Life Sciences   to graduate to TSX as they grow and mature.
  companies in 2017
                                                        • 34% of Technology companies currently listed
                                                          are graduates
Global Visibility                                       • 20% of Clean Technology and Renewable Energy
Technology & Innovation companies listed on TSXV and      companies currently listed are graduates
TSX are covered by over 100 equity research analysts,
                                                        • 50% of Life Sciences companies currently
with an average of two analysts per company. It is
                                                          listed are graduates
estimated that approximately 40% of all trading on
our Exchanges originates outside Canada.

                                                                                                     As at December 31, 2017.
24        Sectors

     Toronto Stock Exchange
     Listing Requirements for Industrial, Technology and Research & Development Companies

                                                                           TSX NON-EXEMPT
                                                                           RESEARCH AND                       TSX NON-EXEMPT                                                         TSX EXEMPT
      MINIMUM LISTING                   TSX NON-EXEMPT                     DEVELOPMENT                        FORECASTING                        TSX NON-EXEMPT                      INDUSTRIAL
      REQUIREMENTS                      TECHNOLOGY ISSUERS1, 7             (R&D) ISSUERS7                     PROFITABILITY7                     PROFITABLE ISSUERS7                 COMPANIES8

      Earnings or                                                                                             Evidence of pre-tax                Pre-tax earnings from               Pre-tax earnings from
                                                                                                              earnings from on-going             on-going operations                 on-going operations
      Revenue                                                                                                 operations for the current         of at least $200,000 in             of at least $300,000 in
                                                                                                              or next fiscal year of at          the last fiscal year.               the last fiscal year.
                                                                                                              least $200,000.2

      Cash Flow                                                                                               Evidence of pre-tax                Pre-tax cash flow                   Pre-tax cash flow of
                                                                                                              cash flow from on-going            of $500,000 in the last             $700,000 in the last fiscal
                                                                                                              operations for the current         fiscal year.                        year, and an average
                                                                                                              or next fiscal year of at                                              pre-tax cash flow
                                                                                                              least $500,000.2                                                       of $500,000 for the
                                                                                                                                                                                     past two fiscal years.

      Net Tangible                                                                                            $7,500,0003                        $2,000,0003, 4                      $7,500,0003

      Assets

      Adequate                          Funds to cover all                 Funds to cover all planned         Working capital to carry on the business, and an appropriate capital structure­.
                                        planned development                R&D expenditures, capital
      Working Capital                   expenditures, capital              expenditures and G&A5
                                        expenditures, and G&A5             expenses for two years.6
      and Capital                       expenses for one year.6
      Structure

      Cash in Treasury                  Minimum $10,000,000 in             Minimum $12,000,000 in
                                        the treasury, the majority         the treasury, the majority
                                        of which has been raised           of which has been raised
                                        by the issuance of                 by the issuance of
                                        securities qualified               securities qualified
                                        for distribution                   for distribution
                                        by a prospectus.                   by a prospectus.

      Products                          Evidence that products or          Minimum two year
                                        services at an advanced            operating history that
      and Services                      stage of development or            includes R&D activities.
                                        commercialization and              Evidence of technical
                                        that management has the            expertise and resources
                                        expertise and resources to         to advance its research
                                        develop the business.9             and development
                                                                           programme(s).10

      Management                        Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and
                                        industry as well as adequate public company experience. Companies are required to have at least two independent directors.
      and Board of
      Directors

      Public                            Minimum 1,000,000 free             Minimum 1,000,000 free trading public shares.
                                        trading public shares.
      Distribution                                                         Minimum $4,000,000 held by public shareholders.
                                        Minimum $10,000,000 held
      and Market                        by public shareholders.            300 public shareholders each holding a board lot or more.
      Capitalization                    300 public shareholders
                                        each holding a board lot­­.
                                        Minimum $50,000,000
                                        market capitalization.

      Sponsorship                       Generally required.                                                                                                                          Not required.

     The listing requirements above must be met at the time of listing. Any funds raised or transactions closing concurrent with listing contribute to the company meeting the listing requirements.
     (1)	Generally includes companies engaged in hardware, software, telecommunications, data communications, information technology and new technologies that are not currently profitable
          or able to forecast profitability.
     (2)	Applicants should file a complete set of forecast financial statements covering the current and/or next fiscal year (on a quarterly basis). Forecasts must be accompanied by an independent auditor’s
          opinion that the forecast complies with the CICA Auditing Standards for future-oriented financial information. Applicants should have at least six months of operating history.
     (3)	Under certain circumstances, deferred development charges or other intangible assets can be included in net tangible asset calculations.
     (4)	Companies with less than $2 million in net tangible assets may qualify for listing if the earnings and cash flow requirements for senior companies are met.
     (5)	“G&A” means general and administration expenses.
     (6)	A quarterly projection of sources and uses of funds, for the relevant period, including related assumptions signed by the CFO must be submitted. Projection should exclude uncommitted payments from
          third parties or other contingent cash receipts. R&D issuers should exclude cash flows from future revenues.
     (7)	Exceptional circumstances may justify granting of a listing, notwithstanding minimum requirements – generally an affiliation with established business and/or exceptionally strong financial position
          is required.
     (8)	(7), as well as for granting Exempt status. Special purpose issuers are generally considered on an exceptional basis.
     (9)	“Advanced stage of development or commercialization,” generally restricted to historical revenues from the issuer’s current business or contracts for future sales. Other factors may also be considered.
     (10)	Other relevant factors may also be considered.

     The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual which is available at www.tsx.com.
Sectors           25

TSX Venture Exchange
Listing Requirements for Industrial, Technology, Life Sciences and Real Estate Companies

                                     TSXV TIER 1                               TSXV TIER 2                              TSXV TIER 1                               TSXV TIER 2
INITIAL LISTING                      INDUSTRIAL TECHNOLOGY                     INDUSTRIAL TECHNOLOGY                    REAL ESTATE OR                            REAL ESTATE OR
REQUIREMENTS                         LIFE SCIENCES                             LIFE SCIENCES                            INVESTMENT                                INVESTMENT

Net Tangible Assets,                 $5,000,000 net tangible assets            $750,000 net tangible assets             Real Estate:                              $2,000,000 net tangible assets
                                     or $5,000,000 revenue.                    or $500,000 in revenue or                $5,000,000 net tangible assets.           or $3,000,000 Arm’s Length
Revenue or Arm’s                                                               $2,000,000 Arm’s Length                                                            Financing.
                                     If no revenue, two-year                   Financing.                               Investment:
Length Financing                     management plan                                                                    $10,000,000 net tangible assets.
(as applicable)                      demonstrating reasonable
                                     likelihood of revenue within
                                                                               If no revenue, two-year
                                                                               management plan
                                     24 months.                                demonstrating reasonable
                                                                               likelihood of revenue within
                                                                               24 months.

Adequate Working                     Adequate working capital and              Adequate working capital and             Adequate working capital and              Adequate working capital and
                                     financial resources to carry out          financial resources to carry out         financial resources to carry out          financial resources to carry out
Capital and Capital                  stated work program or execute            stated work program or execute           stated work program or execute            stated work program or execute
                                     business plan for 18 months               business plan for 12 months              business plan for 18 months               business plan for 12 months
Structure                            following listing; $200,000               following listing; $100,000              following listing; $200,000               following listing; $100,000
                                     unallocated funds.                        unallocated funds.                       unallocated funds.                        unallocated funds.

Property                             Issuer has significant interest in business or primary asset used to               Real Estate:
                                     carry on business.                                                                 Issuer has significant interest in real property.
                                                                                                                        Investment:
                                                                                                                        No requirement.

Prior Expenditures                   History of operations or validation of business.                                   Real Estate:                              Real Estate:
                                                                                                                        No requirement.                           No requirement.
and Work Program
                                                                                                                        Investment:                               Investment:
                                                                                                                        Disclosed investment policy.              (i) disclosed investment policy
                                                                                                                                                                  and (ii) 50% of available funds
                                                                                                                                                                  must be allocated to at least
                                                                                                                                                                  two specific investments.

Management and                       Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s business
                                     and industry as well as adequate public company experience in Canada or a similar jurisdiction. Companies are required to have at least
Board of Directors                   two independent directors.

Distribution, Market                 Public float of 1,000,000 shares;         Public float of 500,000 shares;          Public float of 1,000,000 shares;         Public float of 500,000 shares;
                                     250 Public Shareholders each              200 Public Shareholders each             250 Public Shareholders each              200 Public Shareholders each
Capitalization and                   holding a Board Lot and having            holding a Board Lot and having           holding a Board Lot and having            holding a Board Lot and having
                                     no Resale Restrictions on their           no Resale Restrictions on their          no Resale Restrictions on their           no Resale Restrictions on their
Public Float                         shares; 20% of issued and                 shares; 20% of issued and                shares; 20% of issued and                 shares; 20% of issued and
                                     outstanding shares in the hands           outstanding shares in the hands          outstanding shares in the hands           outstanding shares in the hands
                                     of Public Shareholders.                   of Public Shareholders.                  of Public Shareholders.                   of Public Shareholders.

Sponsorship                          Sponsor Report may be required.

   The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Venture Exchange Corporate Finance Manual which is available at www.tsx.com.
26        Sectors

     Mining
     TSXV and TSX are home to more Mining companies than any other market in the
     world, and have a diversified roster of public Mining companies by commodity
     and stage of development. These companies benefit by having greater access
     to capital, visibility of transactions, analyst coverage, specialized indices and
     tailored listing requirements for all sizes of companies.

                                                                                                               Benefits
                                                      of the world’s                                           Access To Capital

         ~50%
                                                      public mining                                            Mining companies on TSXV and TSX raised $8.5 billion
                                                      companies are                                            in 2017 through 1,413 transactions. This represents 59%
                                                                                                               of the number of public mining financings completed
                                                      listed on TSXV                                           and 30% of the mining equity capital raised, globally.
                                                      and TSX                                                  Liquidity & Trading
                                                                                                               Almost 56 billion Mining company shares were traded
                                                                                                               on our Exchanges in 2017.

     #1 In Global Mining Equity Financings In 2017                                                             Global Visibility
     ($ Billions)                                                                                              More than 200 global analysts cover TSXV and TSX listed
                                                                                      $8.5                     Mining companies and it is estimated that approximately
                                                                                                               40% of all trading originates outside of Canada.

                                                                                                               Growth Support
                                                                         $5.4                                  TSXV-listed companies have the potential to graduate
                                                           $4.4                                                to TSX as they grow and mature. From 2000 to 2017,
                                                                                                               282 Mining companies graduated from TSXV to TSX.
                                              $3.1
                                                                                                               Tailored Listing Criteria
                    $0.9        $1.2                                                                           Listing requirements are tailored to companies at
     $0.7                                                                                                      varying levels and accommodate a range of companies
                                                                                                               from exploration stage to production.

      SZSE       LSE/AIM         SHSE NYSE/NYSE HKEx                       ASX       TSXV/TSX                  Experienced Exchange Staff
                                       American
                                                                                                               Relevant mining business experience
     Source: TSX and TSXV Market Intelligence Group and S&P Capital IQ, December 31, 2017.                     and in-house geologists.

     Global Mining Companies — Global Reach
     Nearly 50% of the 5,700+ mineral exploration projects held by TSXV and TSX companies are outside of Canada

     Canada                                                                                                                                            UK/Europe
     TSX:   83 Companies                                                                                                                               TSX:     39 Companies
     TSXV: 462 Companies                                                                                                                               TSXV:    63 Companies

     U.S.                                                                                                                                              Russia & CIS
     TSX:   62 Companies                                                                                                                               TSX:      7 Companies
     TSXV: 165 Companies                                                                                                                               TSXV:     5 Companies

     Mexico                                                                                                                                            Asia
     TSX:     34 Companies                                                                                                                             TSX:     35 Companies
     TSXV:    74 Companies                                                                                                                             TSXV:    42 Companies

     Central America                                                                                                   Middle
     & Caribbean                                      South America                                 Africa             East                            Australia/NZ/PNG
     TSX:     11 Companies                            TSX:   83 Companies                           TSX: 63 Companies TSX: 2 Companies                 TSX:     21 Companies
     TSXV:    15 Companies                            TSXV: 117 Companies                           TSXV: 74 Companies TSXV: 3 Companies               TSXV:    17 Companies

     Note: A single company may have projects in multiple countries. Source: S&P Market Intelligence, January 2018.                        As at December 31, 2017, unless otherwise noted.
Sectors         27

Toronto Stock Exchange                                                                                                                           TSX Venture Exchange
Listing Requirements for Mining Companies

                                     TSX NON-EXEMPT
                                     EXPLORATION AND                     TSX NON-EXEMPT                     TSX EXEMPT                           TSXV TIER 1                       TSXV TIER 2
                                     DEVELOPMENT STAGE                   PRODUCER

Property                             Advanced Property                   At least three years               At least three years                 Material interest in              Significant interest5 in
                                     detailed in report                  proven and probable                proven and probable                  a Tier 1 property.4               a qualifying property or,
Requirements                         prepared by an                      reserves as calculated             reserves as estimated                                                  at discretion of TSXV, a
                                     independent qualified               by an independent                  by an independent                                                      right to earn a significant
                                     person. Minimum                     qualified person                   qualified person.                                                      interest5 in a qualifying
                                     50% ownership                       (if not in production,                                                                                    property. Sufficient
                                     of property.3                       a production decision                                                                                     evidence of no less than
                                                                         made).                                                                                                    $100,000 of exploration
                                                                                                                                                                                   expenditures on the
                                                                                                                                                                                   qualifying property in
                                                                                                                                                                                   the past three years.

Recommended                          $750,000 on advanced                Bringing the mine into             Commercial level mining              $500,000 on the                   $100,000 of Approved
                                     exploration property2               commercial production.             operations.                          Tier 1 property4 as               Expenditures on the
Work Program                         as recommended in a                                                                                         recommended by                    qualifying property
                                     technical report6 prepared                                                                                  geological report.6               within 36 months period
                                     by an independent                                                                                                                             preceding application
                                     qualified person.                                                                                                                             of listing; $200,000 on
                                                                                                                                                                                   the qualifying property
                                                                                                                                                                                   as recommended in a
                                                                                                                                                                                   geological report.

Working Capital                      Minimum $2,000,000                  Sufficient funds to                Adequate working capital             Adequate working                  Adequate working
                                     working capital and                 bring the mine into                to carry on the business.            capital and financial             capital and financial
and Financial                        appropriate capital                 commercial production;             Appropriate capital                  resources to carry out            resources to carry out
                                     structure. Sufficient funds         plus adequate working              structure.                           stated work program               stated work program
Resources                            to complete planned                 capital for all budgeted                                                or execute business plan          or execute business plan
                                     programme meeting G&A1              capital expenditures and                                                for 18 months following           for 12 months following
                                     costs, property payments            to carry on the business.                                               listing; $200,000 in              listing; $100,000 in
                                     and capital expenditures            Appropriate capital                                                     unallocated funds.                unallocated funds.
                                     for 18 months.                      structure.

Net Tangible                         $3,000,000 net tangible             $4,000,000 net tangible            $7,500,000 net tangible              $2,000,000 net tangible           No requirement.
                                     assets.                             assets; evidence indicating        assets; pre-tax profitability        assets.
Assets, Earnings                                                         a reasonable likelihood            from ongoing operations
                                                                         of future profitability            in last fiscal year; pre-tax
or Revenue                                                               supported by a feasibility         cash flow of $700,000
                                                                         study or documented                in last fiscal year and
                                                                         historical production and          average pre-tax cash flow
                                                                         financial performance.             of $500,000 for past two
                                                                                                            fiscal years.

Other Criteria                       Management-prepared 18 month projection (by quarter                    Up-to-date,                          Geological report6 recommending completion
                                     of sources and uses of funds detailing all expenditures                comprehensive technical              of work program.
                                     and signed by CFO.                                                     report6 prepared by
                                                                                                            independent qualified
                                                                                                            person.

Management                           Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s mining projects
                                     as well as adequate public company experience. Companies are required to have at least two independent directors.
and Board of
Directors

Distribution,                        Minimum 1,000,000 freely tradeable shares with market value of $4,000,000                                   Public float of 1,000,000         Public float of 500,000
                                     held by at least 300 public holders, each with one board lot or more.                                       shares; 250 public                shares; 200 public
Market                                                                                                                                           shareholders each                 shareholders each holding
                                                                                                                                                 holding a board lot               a board lot and having no
Capitalization                                                                                                                                   and having no resale              resale restrictions on their
and Public Float                                                                                                                                 restrictions on their             shares; 20% of issued
                                                                                                                                                 shares; 20% of issued             and outstanding shares
                                                                                                                                                 and outstanding shares            in the hands of public
                                                                                                                                                 in the hands of public            shareholders.
                                                                                                                                                 shareholders.

Sponsorship                          Required (may be waived if sufficient previous third                   Not required.                        Sponsor report may be required.
                                     party due diligence).

(1)   “G&A” means general and administrative expenses.                                                           (5)   “significant interest” means at least 50% interest.
(2)	TSX will consider a property to be sufficiently advanced if continuity of mineralization                    (6)	“geological report” or “technical report”, in the case of a mining property, is a report
     is demonstrated in three dimensions at economically interesting grades.                                          prepared in accordance with National Instrument 43-101* – Standards of Disclosure
(3)	A company must hold or have the right to earn and maintain at least a 50% interest in                            for Mineral Projects or any successor instrument.
     the property. Companies holding less than a 50% interest will be considered on a case-by-case
     basis looking at program size stage of advancement of the property and strategic alliances.                 *Mining Disclosure Standards
(4)   “Tier 1 property” means a property that has substantial geological merit and is:                           National Instrument 43-101 is the Canadian Securities Administrators’ policy that governs
      (a)   a property in which the Issuer holds a material interest;                                            the scientific and technical disclosure for mineral projects made by mineral exploration and
      (b)	a property on which previous exploration, including detailed surface geological, geophysical          mining companies, including the preparation of technical reports. The instrument covers oral
           and/or geochemical surveying and at least an initial phase of drilling or other detailed              statements as well as written documents and websites. NI 43-101 requires that all technical
           sampling (such as trench or underground opening sampling), has been completed;                        disclosure be prepared by or under the supervision of a “qualified person.” Issuers are required
                                                                                                                 to make disclosure of reserves and resources using definitions approved by the Canadian
      (c)   a property that has, at a minimum, a current inferred mineral resource; and                          Institute of Mining, Metallurgy and Petroleum. National Instrument 43-101 is available at:
      (d)	an independent geological report recommends a minimum $500,000 Phase 1 drilling                       www.osc.gov.on.ca/en/15019.htm
           (or other form of detailed sampling) program based on the merits of previous exploration
           results; or an independent, positive feasibility study demonstrates that the property
           is capable of generating positive cash flow from ongoing operations.

                                                                        The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Venture Exchange
                                                                                                             Corporate Finance Manual and the TSX Company Manual, both of which are available at www.tsx.com
28        Sectors

     Energy
     TSXV and TSX are a global leader in the Energy sector, comprised
     of Oil & Gas, Energy Services and Utilities & Pipelines.

                                                                                                              Benefits
                                                        listed Energy                                         Access to Capital

                308
                                                        companies with                                        $18.1 billion was raised in 2017 by Energy companies
                                                        a total market                                        listed on TSXV and TSX.

                                                        capitalization                                        Liquidity & Trading
                                                        of $602 billion                                       23 billion Energy company shares were traded on
                                                                                                              our Exchanges in 2017.

                                                                                                              Global Visibility
                                                                                                              An average of four analysts cover TSXV and TSX Oil & Gas
     World’s Largest Oil & Gas Public Market                                                                  and Energy Services companies and an average of nine
     Number of listed Oil & Gas companies                                                                     cover Utilities & Pipelines companies.
                                                                                       215
                                                                                                              Growth Support
                                                                                                              TSXV-listed companies have the opportunity to graduate
                                                                                                              to TSX as they grow and mature.
                                                                      127
                                      120               121
                                                                                                              Tailored Listing Criteria
                                                                                                              Listing requirements are tailored to companies
                                                                                                              at varying levels and better accommodate junior
                                                                                                              companies including exploration-stage companies.
      21               31
                                                                                                              Experienced Exchange Staff
                                                                                                              Relevant oil and gas business experience, including
                                                                                                              in-house geologists.
      HKEx          NASDAQ          LSE/AIM             ASX        NYSE/NYSE TSXV/TSX
                                                                    American
     Source: S&P Capital IQ, as at December 31, 2017.

     TSXV and TSX Oil & Gas Issuers with Global Operations
     Number of companies with Oil and Gas assets located around the world

     Canada                                                                                                                                                 UK/Europe
     TSX:     62 Companies                                                                                                                                  TSX:     9 Companies
     TSXV:    72 Companies                                                                                                                                  TSXV:   11 Companies

     U.S.                                                                                                                                                   Russia & CIS
     TSX:     13 Companies                                                                                                                                  TSX:     2 Companies
     TSXV:    29 Companies                                                                                                                                  TSXV:    3 Companies

                                                                                                                                                            Asia
                                                                                                                                                            TSX:     5 Companies
                                                                                                                                                            TSXV:    7 Companies

                                                                                                                            Middle
     Latin America                                                                                 Africa                   East                            Australia/NZ/PNG
     TSX:      7 Companies                                                                         TSX: 7 Companies TSX: 2 Companies                        TSX:     3 Companies
     TSXV:    11 Companies                                                                         TSXV: 13 Companies TSXV: 2 Companies                     TSXV:    7 Companies

     Note: A single company may have operations or assets in multiple countries. Source: TSX and TSXV Market Intelligence Group. As at December 31, 2017.
Sectors    29

Toronto Stock Exchange
Listing Requirements for Oil and Gas (Exploration or Producing) Companies

                                            TSX NON-EXEMPT OIL AND GAS                                TSX NON-EXEMPT OIL AND GAS                               TSX EXEMPT OIL AND GAS
                                            DEVELOPMENT STAGE ISSUERS9                                PRODUCING ISSUERS                                        ISSUERS4

 Net Tangible Assets,                       No requirements.                                                                                                   Pre-tax profitability from ongoing
                                                                                                                                                               operations in last fiscal year. Pre-tax
 Earnings or Revenue                                                                                                                                           cash flow from ongoing operations
                                                                                                                                                               of $700,000 in last fiscal year and average
                                                                                                                                                               pre-tax cash flow from ongoing operations
                                                                                                                                                               of $500,000 for the past two fiscal years.

 Working Capital and                        Adequate funds to either:                                 Adequate funds to execute the program                    Adequate working capital to carry on the
                                                                                                      and cover all other capital expenditures                 business. Appropriate capital structure.
 Financial Resources                        (a) execute the development plan and cover                and G&A1 and debt service expenses for
                                            all other capital expenditures & G&A1 and                 18 months with a contingency allowance;
                                            debt service expenses, for 18 months with                 18 month projection of sources and uses
                                            a contingency allowance;                                  of funds signed by CFO; appropriate
                                                                                                      capital structure.
                                            OR
                                            (b) bring the property into commercial
                                            production, and adequate working capital
                                            to fund all budgeted capital expenditures
                                            and carry on the business. 18 month
                                            projection of sources and uses of funds
                                            signed by CFO;6 appropriate capital
                                            structure.

 Distribution, Market                       At least 1,000,000 freely tradable shares                 At least 1,000,000 freely tradable shares with an aggregate market value of $4,000,000;
                                            with an aggregate market value of                         minimum 300 public holders, each with one board lot or more.
 Capitalization and                         $4,000,000; minimum 300 public holders,
                                            each with one board lot or more.
 Public Float
                                            Minimum market value of the issued
                                            securities that are to be listed of at least
                                            $200,000,000.

 Sponsorship                                Sponsor report may be required (generally not required for IPOs                                                    Not required.
                                            or TSXV Graduates)

 Property                                   Contingent resources7 of $500,000,000.8                   $3,000,000 proved developed reserves.2, 5                $7,500,000 proved developed reserves.2, 5

 Requirements

 Recommended Work                           Clearly defined development plan,                         Clearly defined program
                                            satisfactory to TSX, which can reasonably                 to increase reserves.
 Program                                    be expected to advance the property.

 Management and                             Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s oil and
                                            gas projects as well as adequate public company experience. Companies are required to have at least two independent directors.
 Board of Directors

 Other Criteria                             Up-to-date technical report prepared by an independent technical consultant (NI 51-1013).

(1)   “G&A” means general and administrative expenses.
(2)	“Proved developed reserves” are defined as those reserves that are expected to be recovered from existing wells and installed facilities, or, if facilities have not been installed, that would involve low
     expenditure, when compared to the cost of drilling a well, to put the reserves on production.
(3)   “NI 51-101” means National Instrument 51-101 – Standards of Disclosure for Oil & Gas Activities – available at: http://www.osc.gov.on.ca/
(4)	Exceptional circumstances may justify the granting of Exempt status notwithstanding the minimum requirements – generally an affiliation with an established business and/or exceptionally strong
     financial position is required.
(5)   Reserve value of pre-tax net present value of future cash flows using a 10% discount rate: forecast pricing assumptions are used.
(6)   This projection must also include actual financial results for the most recently completed quarter.
(7)	“Contingent resources” are defined in accordance with Canadian Oil and Gas Evaluation Handbook and NI 51-101; however, TSX in its discretion may exclude certain resources classified as contingent
     resources after taking into consideration the nature of the contingency. TSX will use the best-case estimate for contingent resources, prepared in accordance with NI 51-101.
(8) 	The Company must submit a technical report prepared by an independent technical consultant that conforms to National Instrument 51-101 and be acceptable to TSX. Reports prepared in conformity with
      other reporting systems deemed by TSX to be the equivalent of NI 51-101 will normally be acceptable also. The value of the resources should be calculated as the best-case estimate of the net present
      value of future cash flows before income taxes, prepared on a forecast basis, and discounted at a rate of 10%. TSX may, at its discretion, also require the provision of a price sensitivity analysis.
(9) 	TSX strongly recommends pre-consultation with TSX for any applicant applying under this listing category. Generally, this category will be limited to issuers with unconventional oil and gas assets,
      such as oil sands.

The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual which is available at www.tsx.com
30        Sectors

     TSX Venture Exchange
     Listing Requirements for Oil and Gas (Exploration or Producing) Companies

                                                 TSXV TIER 1                                                                           TSXV TIER 2

      Net Tangible Assets,                       No requirements.

      Earnings or Revenue

      Working Capital and                        Adequate working capital and financial resources to carry out                         Adequate working capital and financial resources to carry out
                                                 stated work program or execute business plan for 18 months.                           stated work program or execute business plan for 12 months.
      Financial Resources                        following listing; $200,000 unallocated funds.                                        following listing; $100,000 unallocated funds.

      Distribution, Market                       Public float of 1,000,000 shares; 250 Public Shareholders each                        Public float of 500,000 shares; 200 Public Shareholders each
                                                 holding a Board Lot and having no Resale Restrictions on their                        holding a Board Lot and having no Resale Restrictions on their
      Capitalization and                         shares; 20% of issued and outstanding shares in the hands of                          shares; 20% of issued and outstanding shares in the hands of
                                                 Public Shareholders.                                                                  Public Shareholders.
      Public Float

      Sponsorship                                Sponsor report may be required.

      Property                                   Exploration – $3,000,000 in reserves of which a minimum                               Exploration – either (i) Issuer has an unproven property with
                                                 of $1,000,000 must be proved developed reserves1 and                                  prospects or (ii) Issuer has joint venture interest and $5,000,000
      Requirements                               the balance probable reserves.                                                        raised by Prospectus offering.
                                                 Producing – $2,000,000 in proved developed reserves.1                                 Reserves – either (i) $500,000 in proved developed producing
                                                                                                                                       reserves or (ii) $750,000 in proved plus probable reserves.

      Recommended                                Exploration – satisfactory work program (i) of no less than                           Exploration – minimum of $1,500,000 allocated by issuer to a work
                                                 $500,000 and (ii) which can reasonably be expected to increase                        program as recommended in a Geological Report except were
      Work Program                               reserves, as recommended in a Geological Report.                                      Issuer has a joint venture interest and has raised $5,000,000 in
                                                                                                                                       Prospectus offering.
                                                 Producing – No requirement.
                                                                                                                                       Reserves – (i) satisfactory work program and (ii) in an amount no
                                                                                                                                       less than $300,000 if proved developed producing reserves have a
                                                                                                                                       value of less than $500,000 as recommended in Geological Report.

      Management and                             Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s business
                                                 and industry as well as adequate public company experience in Canada or a similar jurisdiction. Companies are required to have at least
      Board of Directors                         two independent directors.

      Other Criteria                             Geological Report recommending completion of work program.

     (1)	“Proved developed reserves” are defined as those reserves that are expected to be recovered from existing wells and installed facilities, or, if facilities have not been installed, that would involve low
          expenditure, when compared to the cost of drilling a well, to put the reserves on production.

     The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Venture Exchange Corporate Finance Manual which is available at www.tsx.com
Directory Of Contacts
Business Development                                                                                             International Inquiries
To inquire about listing on TSX Venture Exchange or                                                              Asia
Toronto Stock Exchange, please contact a member                                                                  asia@tmx.com
of our Business Development team from the
appropriate sector category:                                                                                     Europe, Middle East, Africa
                                                                                                                 emea@tmx.com
Diversified Industries
T: 416 947-4710                                                                                                  Israel
diversified@tmx.com                                                                                              israel@tmx.com

Technology & Innovation                                                                                          United States
T: 416 947-6626                                                                                                  usa@tmx.com
technology@tmx.com

Energy
T: 403 218-2805
energy@tmx.com
                                                                                                                 Relationship Management
                                                                                                                 If you are an issuer on TSX Venture Exchange
Mining                                                                                                           or Toronto Stock Exchange, please contact your
T: 416 947-4477                                                                                                  designated Regional Head - TSX Company Services
mining@tmx.com                                                                                                   with any questions regarding your listing or
                                                                                                                 products and services available for you.
Exchange Traded Funds
T: 416 814-8874
etf@tmx.com

Other Listing Guides
Technical Guide to Listing
                                                                                                                 To access the wealth of information these Listing Guides
Legal & Tax Guide for U.S. Companies                                                                             have to offer, please visit:
                                                                                                                 tsx.com/listings/listing-with-us/listing-guides
Dual-Listing Guide

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