59 TSX Venture Exchange Listing Requirements for Oil and Gas (Exploration or Producing) Companies TSXV TIER 1 TSXV TIER 2 Net Tangible Assets, Earnings or Revenue No requirements. Working Capital and Financial Resources Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months. following listing; $200,000 unallocated funds. Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months. following listing; $100,000 unallocated funds. Distribution, Market Capitalization and Public Float Public float of 1,000,000 shares; 250 Public Shareholders each holding a Board Lot and having no Resale Restrictions on their shares; 20% of issued and outstanding shares in the hands of Public Shareholders. Public float of 500,000 shares; 200 Public Shareholders each holding a Board Lot and having no Resale Restrictions on their shares; 20% of issued and outstanding shares in the hands of Public Shareholders. Sponsorship Sponsor report may be required. Property Requirements Exploration – $3,000,000 in reserves of which a minimum of $1,000,000 must be proved developed reserves1 and the balance probable reserves. Producing – $2,000,000 in proved developed reserves.1 Exploration – either (i) Issuer has an unproven property with prospects or (ii) Issuer has joint venture interest and $5,000,000 raised by Prospectus offering. Reserves – either (i) $500,000 in proved developed producing reserves or (ii) $750,000 in proved plus probable reserves. Recommended Work Program Exploration – satisfactory work program (i) of no less than $500,000 and (ii) which can reasonably be expected to increase reserves, as recommended in a Geological Report. Producing – No requirement. Exploration – minimum of $1,500,000 allocated by issuer to a work program as recommended in a Geological Report except were Issuer has a joint venture interest and has raised $5,000,000 in Prospectus offering. 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 Board of Directors 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 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.
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