CNSX Notice 2011-002

Policy 2 – Qualification for Listing – Amendments to Qualify for Listing Certain Prospectus-Exempt Debt Securities

April 21, 2011

On April 15, 2011 the Ontario Securities Commission approved public interest amendments to Policy 2 Qualification for Listing that were published for comment November 5, 2010 in CNSX Notice 2010-006. No comments were received. The amendments are effective immediately.

The OSC has also approved consequential housekeeping amendments to Policy 2, section 6 – Final Documentation. The requirements under 6.1 have been amended to include a legal opinion that: “if [the issuer] is not a reporting issuer and is proposing to list debt securities that qualify under section 1.1 of this policy, that the securities so qualify”

The public interest amendments to the eligibility requirements expand the range of securities that may qualify for listing by including debt securities, issued or guaranteed by a government in Canada or by a financial institution, that are exempt from the prospectus requirements under clause 73(1)(a) or (b) of the Ontario Securities Act. Debt securities that are eligible for listing under these provisions must also meet the general criteria in Policy 2, and the specific criteria in Policy 2 Appendix B – Debt Securities.

There are no additional obligations or costs imposed on CNSX Dealers or Issuers.The amended Policy 2, Section 1.1, and the blacklined text showing the housekeeping consequential housekeeping amendments to Policy 2, Section 6.1 are attached below.

The full Policies are available under “Info for Issuers” on CNSX.ca.

Questions about the Policies may be directed to:

Mark Faulkner,
Director, Listings and Regulation

416.572.2000 x2305
Email: Mark.Faulkner@cnsx.ca

Amended Text of Policy 2, Section 1.1

Policy 2 Qualification for Listing

1.1 Only an issuer that:

(a) is a reporting issuer or the equivalent in a jurisdiction in Canada; or
(b) is proposing to list debt securities issued or guaranteed by a government in Canada that are exempt from the   prospectus requirements under clause 73(1)(a) of the Act; or
(c) is proposing to list debt securities issued or guaranteed by a financial institution that are exempt from the prospectus requirements under clause 73(1)(b) of the Act; and
(d) is not in default of any requirements of securities legislation in any jurisdiction in Canada,

is eligible for listing. However, if an issuer is eligible for listing under paragraph (b) or (c) above, CNSX may only list debt securities of the issuer that are contemplated by those paragraphs unless the issuer files and obtains a receipt for a preliminary prospectus and a prospectus in a jurisdiction in Canada.

In addition, an issuer that is a reporting issuer in a jurisdiction in Canada solely as a result of BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets (or any successor rule) or any similar rule that may be made by a securities regulator or securities regulatory authority in Canada is not eligible for listing unless the issuer files and obtains a receipt for a preliminary prospectus and a prospectus in a jurisdiction in Canada.

Consequential Housekeeping Amendments to Policy 2, Section 6

6. Final Documentation

6.1 CNSX must receive the following documents prior to qualification for listing:

a) one original executed copy of the Listing Statement (Form 2A) dated within three business days of the date it is submitted to CNSX together with any additions or amendments to the supporting documentation previously provided as required by Appendix A to the Listing Application;

b) one original executed copy of the Listing Summary (Form 2B) dated within three business days of the date it is submitted to CNSX;

c) two original executed copies of the applicable Listing Agreement (Form 4A);

d) three choices for a stock symbol;

e) a legal opinion that the Issuer:

i. is in good standing under and not in default of applicable corporate law or other applicable laws of establishment,

ii. is a reporting issuer or equivalent under the securities legislation of [state applicable jurisdictions] and is  not in default of any requirement of any jurisdiction in which it is a reporting issuer or equivalent,

iii ii has the corporate power and capacity to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into the Listing Agreement and to perform its obligations thereunder, and

iv.iii. has taken all necessary corporate action to authorize the execution, delivery and performance of the Listing Agreement and that the Listing Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms;

f) a legal opinion that:

i. the issuer is a reporting issuer or equivalent under the securities legislation of [state applicable jurisdictions] and is not in default of any requirement of any jurisdiction in which it is a reporting issuer or equivalent; or

ii if it is not a reporting issuer and is proposing to list debt securities that qualify under section 1.1 of this policy, that the securities so qualify;

f)g) a legal opinion that all securities previously issued of the class of securities to be listed or that may be issued upon conversion, exercise or exchange of other previously-issued securities are or will be duly issued and are or will be outstanding as fully paid and non-assessable securities; and

g)h) a certificate of the applicable government authority that the Issuer is in good standing under and not in default of applicable corporate law or other applicable laws of establishment.

Requests for Policies or Forms may be directed toListings@cnsx.ca.

Questions about the Rules, Policies or Forms may be directed to:

Mark Faulkner,
Director, Listings and Regulation

416.572.2000 x2305
Email: Mark.Faulkner@cnsx.ca