TORONTO STOCK EXCHANGE 16 (iv) TSX Sandbox® TSX Sandbox is a program designed to bring exceptional and/or novel applicants to the public market, even though such applicants may not meet OLR. Eligibility for the program is evaluated considering a range of factors including, but not limited to: • Highly experienced management team, board of directors and other supporters with demonstrated track record in public markets. • Significant public raise resulting in wide distribution of the applicant’s securities (generally considered to be a raise of $100,000,000 or more). • Size of market capitalization. • Significant pre-tax cash flow from operations. • Incorporation in Canada or in a jurisdiction with corporate governance practices comparable to Canadian standards. • A long-form prospectus recently receipted by a CSA member or a U.S. registration statement recently made effective through a Securities and Exchange Commission filing. • Sponsorship by a Participating Organization or commentary and support from another entity with recognizable sector-specific expertise. • Evidence of widespread public support and investor interest. • Established corporate governance practices. The following factors will preclude eligibility for inclusion in TSX Sandbox: • Ongoing or historical regulatory sanctions and/ or investigations involving the applicant or its management, board members, other insiders and/or affiliated persons. • Emerging market issuers. • Derogatory regulatory or media information regarding the applicant or its management or board members. • Applicants and listed issuers that have previously applied through TSX’s standard procedures, unless specifically invited to apply to TSX Sandbox by TSX Staff. A pre-filing meeting with TSX Staff is required for any TSX Sandbox application. An application to TSX should consist of the same documents as a regular application, but should also include a submission requesting that the application be reviewed via TSX Sandbox. The submission should include a discussion of the unique factors contributing to the applicant’s exceptional status, and address relevant eligibility criteria. Given that applicants applying via TSX Sandbox would not generally satisfy OLR, TSX may apply additional conditions in order to facilitate the listing on an exceptional, discretionary basis. Such conditions may include, but are not limited to: • Enhanced disclosure requirements. • Minimum public raise. • Minimum market capitalization. • Enhanced sponsorship or alternatively expertised support in the form of a report to TSX. • Enhanced escrow requirements. • Time limitation for listing or applicable waiver. • Enhanced reporting requirements to TSX and/ or the public. For further information, please refer to TSX Staff Notice 2019-0002.
RkJQdWJsaXNoZXIy MjgzMzQ=