Introduction (i) About this Guide This guide is intended to provide guidance to Non-Corporate Issuers (“Issuers”) regarding the application of Part XI Requirements Applicable to Non-Corporate Issuers (“Part XI”) of the TSX Company Manual (the “Manual”), and is not an exhaustive list of the applicable requirements. Therefore, this guide should be read in conjunction with Part XI of the Manual. This guide only refers to Toronto StockExchange (“TSX”) requirements. Issuersmay also be subject to other requirements such as other exchange rules or corporate or securities legislation, as applicable. All capitalized terms used, but not defined in this guide, have the meaning as set out in the Manual. This guide is organized in five sections, as follows: PART I – DEFINITIONS (i) Overview of which Issuers are subject to Part XI of the Manual. PART II – ORIGINAL LISTINGS Guidance on (i) the listing process and what documents are required to be filed; (ii) reserving a stock symbol; (iii) filing personal information forms; and (iv) take-over bid protective provisions. PART III – ONGOING TRANSACTIONS Guidance on (i) material changes to an Issuer’s business that may result in the application of Section 717 of the Manual; (ii) the process to effect mergers; (iii) the process to delist upon a termination or wind-up; and (iv) pension, stock purchase, stock option, dividend reinvestment or other plans where a trustee is deemed to be non-independent that are subject to certain parts of the normal course issuer bid policy. PART IV – OTHER REQUIREMENTS: Guidance on (i) declaring distributions/dividends: frequently asked questions; (ii) form 1 filing for ETPs; (iii) providing legal opinions or quarterly certificates for ETPs (defined below); (iv) implementing special settlement for certain transactions; (v) acceptable TSX transfer agents; (vi) US Holiday & Special Settlement: Issuers that have securities trading in US dollars should avoid setting record dates for a distribution on a US holiday; and (vii) the market making program. PART V – RESOURCES ON TSX WEBSITE 5
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