A Capital Opportunity - Goodmans TSX GUIDE.pdf · The Equicom Group, our investor relations subsidiary, helps provide access to Canadian investment professionals. ... energy, manufacturing

Guide to Listing

A Capital Opportunity

Table of Contents

2 Introduction to TSX Group

4 Listing on a TSX Group Exchange

12 Opportunities & Considerations for U.S. Companies

16 Sector Profiles

24 Directory of Contacts

TSX – A Capital Opportunity

Guide to Listing for U.S. Companies

A Capital Opportunity

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Listing

TSX Group owns and operates

Toronto Stock Exchange and TSX

Venture Exchange. Toronto Stock

Exchange, established in 1852,

provides senior issuers with

efficient access to public equity,

liquidity for existing and new

investors, and the prestige and

market exposure associated with

being listed on a world-class

market. Serving the public venture

capital market, TSX Venture

Exchange provides access to

growth capital for early stage

companies while offering

investors a well-regulated market

for making venture investments.

The Equicom Group, our investor

relations subsidiary, helps provide

access to Canadian investment

professionals.

Trading

More than 149 billion shares

traded on TSX Group’s fully-

electronic equity exchanges

in 2007. TSX Group’s trading

strategy includes best-in-class

technology solutions, innovative

new trading products and a

competitive pricing model that

encourages increased trading and

order flow. Natural Gas Exchange®

(NGX®), a wholly owned

subsidiary, is a leading North

American exchange for the

trading and clearing of natural

gas and electricity contracts.

Data

TSX Group offers real-time,

historical and index data as

well as corporate information,

news, fixed income and foreign

exchange data to help investors

make investment decisions on

the Canadian capital markets.

This information is available

through a variety of global

distribution channels and data

vendors, including www.tsx.com.

Fixed Income

TSX Group owns 47% of

CanDeal.ca Inc., an institutional

fixed income trading system, as

well as 100% of Shorcan Brokers

Limited, Canada’s first fixed

income inter-dealer broker.

TSX Group is also the leading

provider of fixed income indices

in Canada.

EQUITY FINANCING ON TORONTO STOCK EXCHANGEAND TSX VENTURE EXCHANGE (US$ billions)

TSX Group – A Global Equity Market Leader

TSX Group® is a world leading market for resource equities and small to mid cap public companiesin all industry sectors. The reach of Toronto Stock Exchange® and TSX Venture Exchange® extends internationally, providing access to capital for companies and investment opportunities for the globalfinancial community.

Capitalize on Opportunity

The strength of TSX Group’s exchanges is undisputed. In 2007, TSX Group continued to surpassa number of Canadian and international benchmarks for listings, market capitalization andtrading volumes. TSX Group represents a significant marketplace for capital.

3,951 Listed Issuers call TSX Group’s

exchanges home, more than any

other exchange in North America

and second in the world.

240 International Issuers account

for 9% of TSX Group’s total market

capitalization. More and more

international companies are considering

access to North American capital

through a listing on Toronto Stock

Exchange or TSX Venture Exchange.

US$2.2 trillion in issuer market

capitalization make TSX Group

the seventh largest exchange group

by market capitalization in the

world.*

573 companies went public** on


Venture Exchange in 2007. Issuers

raised US$54.7 billion in equity

financings, ranking TSX Group

seventh in the world in raising

public equity capital.*

The Exchange Traded Fund (ETF)

market expanded greatly in 2007 –

by more than 50% over 2006 levels.

Toronto Stock Exchange now stands

fifth in the world by value of ETFs

traded.*

More than 160,000 Professional

and Equivalent Real-time Data

Subscriptions were in place in 2007,

representing a 15% increase over

2006 and a new TSX Group record.

Over 149 billion shares traded in 2007,

surpassing the previous TSX Group

record of 119.7 billion by 25%.

A record of over 711 million shares

traded on Toronto Stock Exchange

on August 16, 2007. Average daily

volume on TSX Group exchanges

increased almost 25% in 2007

over 2006.

A record breaking US$1.6 trillion in

value was traded on TSX Group’s

exchanges, representing a 20%

increase over 2006.

A record of over 127 million

transactions occurred on Toronto

Stock Exchange and TSX Venture

Exchange in 2007, an increase of

38% over 2006.

127,253,274US$1.6 trillion711,388,003149.3 billion

573US$2.2 trillion2403,951

160,000fifth

All data as of or for the year ended December 31, 2007.

** Includes IPOs, CPCs, RTOs, QTs and other.* Source: World Federation of Exchanges.

2006200520042003200220012000

67465847252645

Avg. Share Price Growth

Avg. Market Cap Growth

$48.6$47.1

$37.2

$46.2

14.9% 12.0%

48.2%53.4%

132.0%

164.4%

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

2007

72

157%

99%107%

28%6%

18%

29.1%

2007

$54.7

2006200520042003

S&P/TSXVenture

Composite

S&P/TSXComposite

FTSE 100 FTSE AIM NASDAQComposite

S&P 500 Dow JonesIndustrialAverage

# of Grads:




Listing

TSX Group owns and operates


Venture Exchange. Toronto Stock

Exchange, established in 1852,

provides senior issuers with

efficient access to public equity,

liquidity for existing and new

investors, and the prestige and

market exposure associated with

being listed on a world-class

market. Serving the public venture

capital market, TSX Venture

Exchange provides access to

growth capital for early stage

companies while offering

investors a well-regulated market

for making venture investments.

The Equicom Group, our investor

relations subsidiary, helps provide

access to Canadian investment

professionals.

Trading

More than 149 billion shares

traded on TSX Group’s fully-

electronic equity exchanges

in 2007. TSX Group’s trading

strategy includes best-in-class

technology solutions, innovative

new trading products and a

competitive pricing model that

encourages increased trading and

order flow. Natural Gas Exchange®

(NGX®), a wholly owned

subsidiary, is a leading North

American exchange for the

trading and clearing of natural

gas and electricity contracts.

Data

TSX Group offers real-time,

historical and index data as

well as corporate information,

news, fixed income and foreign

exchange data to help investors

make investment decisions on

the Canadian capital markets.

This information is available

through a variety of global

distribution channels and data

vendors, including www.tsx.com.

Fixed Income

TSX Group owns 47% of

CanDeal.ca Inc., an institutional

fixed income trading system, as

well as 100% of Shorcan Brokers

Limited, Canada’s first fixed

income inter-dealer broker.

TSX Group is also the leading

provider of fixed income indices

in Canada.

EQUITY FINANCING ON TORONTO STOCK EXCHANGEAND TSX VENTURE EXCHANGE (US$ billions)

TSX Group – A Global Equity Market Leader

TSX Group® is a world leading market for resource equities and small to mid cap public companiesin all industry sectors. The reach of Toronto Stock Exchange® and TSX Venture Exchange® extends internationally, providing access to capital for companies and investment opportunities for the globalfinancial community.

Capitalize on Opportunity

The strength of TSX Group’s exchanges is undisputed. In 2007, TSX Group continued to surpassa number of Canadian and international benchmarks for listings, market capitalization andtrading volumes. TSX Group represents a significant marketplace for capital.

3,951 Listed Issuers call TSX Group’s

exchanges home, more than any

other exchange in North America

and second in the world.

240 International Issuers account

for 9% of TSX Group’s total market

capitalization. More and more

international companies are considering

access to North American capital

through a listing on Toronto Stock

Exchange or TSX Venture Exchange.

US$2.2 trillion in issuer market

capitalization make TSX Group

the seventh largest exchange group

by market capitalization in the

world.*

573 companies went public** on


Venture Exchange in 2007. Issuers

raised US$54.7 billion in equity

financings, ranking TSX Group

seventh in the world in raising

public equity capital.*

The Exchange Traded Fund (ETF)

market expanded greatly in 2007 –

by more than 50% over 2006 levels.

Toronto Stock Exchange now stands

fifth in the world by value of ETFs

traded.*

More than 160,000 Professional

and Equivalent Real-time Data

Subscriptions were in place in 2007,

representing a 15% increase over

2006 and a new TSX Group record.

Over 149 billion shares traded in 2007,

surpassing the previous TSX Group

record of 119.7 billion by 25%.

A record of over 711 million shares

traded on Toronto Stock Exchange

on August 16, 2007. Average daily

volume on TSX Group exchanges

increased almost 25% in 2007

over 2006.

A record breaking US$1.6 trillion in

value was traded on TSX Group’s

exchanges, representing a 20%

increase over 2006.

A record of over 127 million

transactions occurred on Toronto

Stock Exchange and TSX Venture

Exchange in 2007, an increase of

38% over 2006.

127,253,274US$1.6 trillion711,388,003149.3 billion

573US$2.2 trillion2403,951

160,000fifth


** Includes IPOs, CPCs, RTOs, QTs and other.* Source: World Federation of Exchanges.

2006200520042003200220012000

67465847252645



$48.6$47.1

$37.2

$46.2

14.9% 12.0%

48.2%53.4%

132.0%

164.4%

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

2007

72

157%

99%107%

28%6%

18%

29.1%

2007

$54.7

2006200520042003

S&P/TSXVenture

Composite

S&P/TSXComposite



# of Grads:




TSX Group is a dynamic marketplaceto access capital and drive your company’s growth.

2nd in the world by number of

listed companies

Home to over 55%of the world’s public mining companies

1st

in Mining2nd

in Listings

Canada is the only G7 countrywith a federal surplus budget

for the past nine years

Home to 44% ofthe world’s publicenergy companies

1st

in Energy2nd in the world by

number of listed technology companies

2nd

in Technology

Leading edge tradingtechnology (1st exchange togo fully electronic in 1997)

1st

Most dollars raised by publicmining companies

1st

in Mining Equity

7th in the world for publicequity raised

7th

in Equity

CanadaProducts and servicestailored to small cap

public companies

Small caps

* All data as of or for the year ended December 31, 2007.

Canada’s economy is broadly diversified with strengths in mining,energy, manufacturing and financial services. The breadth of theCanadian market has made Canada a key investment destination and a great place to raise capital.

World Leader in Resource EquitiesWith over 55% of the world’s public

mining companies, TSX Group is the

world’s mining exchange. Mining

companies on TSX Group’s exchanges

financed 80% of the exploration and

development projects worldwide. Over

150 years of expertise in minerals and

metals has resulted in a significant

infrastructure for international mining

companies to access capital.

TSX Group is also home to 44% of the

world’s public oil and gas companies and

is increasingly considered as a listing

destination for companies in the oil and

gas, energy services and alternative

energy sectors.

Expert in Small and Mid Cap Public CompaniesTSX Group and the Canadian capital

markets have created an infrastructure

to finance and support the growth of

small and mid cap companies across all

industry sectors.

TSX Group is unique in the world with its

full service exchange system, financing

companies from $1 million to over

$1 billion and everything in between. And

each year companies seamlessly graduate

from TSX Venture Exchange to Toronto

Stock Exchange, providing a clear growth

path for companies and investors. 290

companies have graduated to Toronto

Stock Exchange in the past five years.

Innovator of Listing Productsand ServicesTo meet the needs of the marketplace,

TSX Group has created innovative products

and services for its listing business

(see Section 2 for more information).

• Capital Pool Company® (CPCTM)

A unique listing vehicle for small cap

companies

• Tailored Listing Requirements

(see Section 4)

• Unique Indices

S&P/TSX Global Gold Index

S&P/TSX Global Mining Index

• Visibility Programs

• Investor Relations Tools

TSX Group’s long history in supporting resource andsmall cap companies equals opportunity for U.S.companies seeking capital

1S E C T I O N

Introduction to TSX Group

2006200520042003200220012000

67465847252645



$48.6$47.1

$37.2

$46.2

14.9% 12.0%

48.2%53.4%

132.0%

164.4%

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

2007

72

157%

99%107%

28%6%

18%

29.1%

2007

$54.7

2006200520042003

S&P/TSXVenture

Composite

S&P/TSXComposite



# of Grads:

NUMBER OF ISSUERS BY SECTORincludes issuers on Toronto Stock Exchange and TSX Venture Exchange (100% = 3,789)


* All data as of December 31, 2007.

G u i d e t o L i s t i n g o n T S X – p a g e 2

Listing in CanadaLeveraging Economic Strength

TSX Group’s significance as a capital

market is reflected in the broader

strength of the Canadian economy. For

nine consecutive years, Canada has been

the only G7 country with a federal

government budget surplus. For the past

six years, employment has been growing

faster than the inflation rate.

Canada’s economy is broadly diversified

with key strengths in manufacturing,

financial services and technology. Add

this to Canada’s diverse resource base –

from the oil sands to coal and natural gas,

from nickel to copper and diamonds –

and you can understand Canada’s

immense advantages in the global

competition for investment and

economic activity.

The breadth and strength of the Canadian

market has made Canada a key

investment destination in global terms.

It is a great place to invest in energy and

materials and to raise capital and leverage

Canadian expertise, particularly in

financing small and mid cap public

companies. Canadian indices outperformed

their global counterparts over the past

five years (see chart below).

As a result, TSX Group continues to punch

far above its weight in equity financings

raised by listed issuers. The seventh

largest exchange group in the world by

issuer market capitalization, TSX Group

ranked seventh in the world* in equity

financings in 2007 – over US$54.7 billion

was raised by Toronto Stock Exchange and

TSX Venture Exchange issuers in 2007.

The EconomistIntelligence Unit hasnamed Canada #1 inthe G-7 as the bestplace to invest and dobusiness through 2012.

2006200520042003200220012000

67465847252645



$48.6$47.1

$37.2

$46.2

14.9% 12.0%

48.2%53.4%

132.0%

164.4%

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

2007

72

157%

99%107%

28%6%

18%

29.1%

2007

$54.7

2006200520042003

S&P/TSXVenture

Composite

S&P/TSXComposite



# of Grads:

COMPARISON OF MAJOR INDEX PERFORMANCE (2002–2007)

Total Cumulative Return


* Source: World Federation of Exchanges


Source: Bloomberg

Opportunity at Every Stage of Your Growth

TSX Venture Exchange acts as an incubator for

early stage growth companies and each year

many companies graduate to Toronto Stock

Exchange. This streamlined exchange model is

unique in the world.

TSX Venture Exchange is a public venture capital

marketplace for emerging companies, providing

a fair marketplace where growth companies

can raise capital to develop and market their

products and services. For investors, TSX Venture

Exchange provides opportunities to seek ground-

floor investments in growth companies. While

TSX Venture Exchange continues to demonstrate

its strength in attracting resource companies,

its over 2,100 issuers represent a diverse mix of

industry sectors, including industrial, life

sciences, technology and financial services.

TSX Group’s exchanges serve companies at all stages of their growth.Together, TSX Venture Exchange and Toronto Stock Exchange offercompanies looking to raise from $1 million to over $1 billion theopportunity to access the public capital markets. With a variety ofoptions for listing and a clear and supported infrastructure forgrowth, TSX Group’s exchanges are unique among global publicequity markets.

Why List on TSX Venture Exchange?

• Access to capital for earlier stage companies and smallerfinancings (typical financing range: $500k to $20 million)

• Multiple financing rounds = more ground-floor investingopportunities

• Tailored listing and corporate governance requirements forsmall cap companies

• Streamlined graduation to Toronto Stock Exchange whensenior market requirements are met

• Extensive mentorship program for newly public companies

• +100 year history

Fueling Opportunities for Growth

TSX Group Exchange System

2006200520042003200220012000

67465847252645



$48.6$47.1

$37.2

$46.2

14.9% 12.0%

48.2%53.4%

132.0%

164.4%

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

2007

72

157%

99%107%

28%6%

18%

29.1%

2007

$54.7

2006200520042003

S&P/TSXVenture

Composite

S&P/TSXComposite



# of Grads:

2S E C T I O N

Listing on a TSX Group Exchange

TSX VENTURE EXCHANGE GRADUATE PERFORMANCE 1 Year Prior to Graduation


2007

2,176 Companies

1,613 Companies

72Grads

Toronto Stock Exchange is the right choice for

issuers with solid track records of business

management. Known for its standards of

transparency and fairness, and innovative

approaches to trading, Toronto Stock Exchange

offers its approximately 1,600 senior issuers a

dynamic market to raise capital. While Toronto Stock

Exchange is a global leader for listing international

mining and oil and gas companies, issuers also

represent a broad range of industries from across

Canada, the U.S. and beyond. Issuers list a number

of different types of securities on Toronto Stock

Exchange, including conventional securities and

innovative equity-related products such as

exchange-traded funds and investment funds.

Why List on Toronto Stock Exchange?

• Senior market for well established businesses andmanagement teams with experience in public markets

• Access to larger and more international institutional investors

• Opportunities for greater analyst coverage

• Globally visible specialized indices

• Unique structured products

• Corporate governance appropriate for senior issuers

• +150 year history

An Exchange of Opportunity

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

Capi

tal R

equi

red

Private Equity

Toronto Stock ExchangeTSX Venture Exchange

Venture CapitalistsAngel InvestorsFounders,Family/Friends

TSX GROUP NICHE

TSX GROUP MARKETS AT A GLANCE – 2007

TSX Venture Exchange Toronto Stock Exchange

Listed Companies 2,176 1,613

Total Market Cap $ 57.9 B $ 2,086.9 B

Median Market Cap $ 8.07 M $ 124.1 M

Average Market Cap $ 26.6 M $ 1.30 B

Financings $ 10.3 B $ 44.3 B

Average Financing $ 4.0 M $ 54.5 M

Going Public Activity 366* 207

Graduates to Toronto Stock Exchange 72 —

All numbers in US dollars

* Includes IPOs, CPCs, RTOs, QTs and other. Data as of or for the year ended December 31, 2007.


Public Equity

Consider the benefits of going public

Seize Opportunity

2S E C T I O N


Going public provides your company with financing opportunities to grow your business – from

expansion of operations to acquisitions. The issuance of public shares will expand your investor

base, and will help set the stage for secondary equity financings, including PIPEs (private

investment in public equity). As well, public companies often receive more favorable lending terms

when borrowing from financial institutions.

As a public company, your shares can be utilized 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.

Going public enhances your company’s visibility. Greater public awareness gained through media

coverage, publicly filed documents and coverage of your stock by sector investment analysts can

provide your company with greater profile and 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.

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.

Your employees can participate in the ownership of your company and benefit from being a shareholder.

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 options in a public company have an immediate

and tangible value to employees, and can be used as a recruitment incentive.

Access capital andfuture financingopportunities

Facilitate growth

Increase visibilityand prestige

Provide liquidityfor shareholders

Create employeeincentive mechanisms


?To start, you should ask yourself the following questionsto determine whether you are ready to list:

Are You Ready to Go Public?

Going public is a major milestone for any company and is a decision requiring careful considerationand expert advice. TSX Group’s team of business development and listings professionals will workclosely with your management team to guide you through every stage of the listing process.

Does your product or service have a readily identifiable marketand significant growth potential?

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

Has your management team and board of directors investedtheir own capital in the company to support its growth?

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


Steps to Listing

TSX Group has created a flexible approach to raising public capital. Recognizingthat the financial requirements of companies are unique to their size andstage of growth, TSX Group has innovated the going public process to beefficient and cost-effective. Work with your advisors to determine which pathto opportunity is right for your company.

Initial Public Offering (IPO)Most typically found on Toronto Stock Exchange, an IPO requires the completionof an application for listing and the filing of a prospectus with the applicableCanadian securities commission(s).

Reverse Merger (also known as Reverse Takeover)TSX Group’s exchanges have a long history of listing companies through areverse merger transaction. This is particularly true for junior companies listingon TSX Venture Exchange, where 25% of companies that went public in 2007chose a reverse merger listing. A reverse merger allows a private company tobuy a TSX Venture-listed company that has no substantial business activity.

Direct ListingIf your company was formerly listed or is currently listed on another exchangeor market, you may qualify for a direct listing.

2S E C T I O N


1S T E P

Listing on TSX Venture Exchange is the right choice for emergingcompanies, providing access to public venture capital to facilitate theirgrowth. Issuers listed on TSX Venture Exchange are provided with theopportunity to gain a solid foothold in the public market, with the potential towork towards graduation to the senior exchange and access to larger pools ofcapital. TSX Venture Exchange offers companies a flexible, two-tiered system,with minimum listing requirements tailored to a company’s industry sector,stage of development, financial performance, and operational resources.

As a company looking to go public, you will need to seek the counsel of an investmentdealer, a securities law firm, an auditor and investor relations professionals.

Look for professionals with experience in your industry and size of company, withthe ability to offer sound financial market advice that is relevant to you and yourbusiness. Make sure you have a thorough knowledge of TSX Group policies andsecurities commission requirements – your advisors can help you understand yourobligations. And be sure to seek the advice of investor relations professionals. A quality investor relations program is critical to your ability to access capital inany market. To take advantage of the opportunity the public capital marketsrepresent, you will need to make your company visible and your story compelling.

See The Equicom Group on page 11 for Investor Relations services.

Determine the marketfor your business:

Toronto Stock Exchange orTSX Venture Exchange

3S T E P Select your team of advisors

2S T E P

Determine themethod of listing

that makes the most sensefor your company and current market conditions


Listing on Toronto Stock Exchange is the right choice for well-managed, growth-oriented companies with strong performance track records.Toronto Stock Exchange is globally recognized as one of North America’s premierstock exchanges, known for its standards of fairness and innovative approachto trading. Toronto Stock Exchange provides issuers with a dynamic market inwhich to raise capital, while offering a range of benefits that include enhancedliquidity, specialized indices, visibility, and analyst coverage.

U.S. companies will need to seek partnerswith experience in the Canadian marketplace.In Canada, regulatory and legal obligationsare applicable at both the federal and provincial levels.

YOUR COMPANY

INVESTMENTDEALER

INVESTOR RELATIONS

PROFESSIONAL

SECURITIESLAW FIRM

AUDITOR

Capital Pool Company (CPC)The CPC program is a unique reverse mergerlisting vehicle for small cap companies onTSX Venture Exchange. The program marriesexperienced investors with privatecompanies by dividing the traditional IPOprocess in two: the CPC and QualifyingTransaction (QT). CPCs are similar to specialpurpose acquisition corporations (SPACs) inthe U.S. although CPCs are typically used byearlier stage companies.

CPC Success Story• +1,800 CPCs listed in the past 20 years

• 81% completed Qualifying Transactions

• Over 235 currently trade on a senior market

AmexNYSELSE-AIMASXTSX GroupAmexNYSELSE-AIMASXTSX Group

AmexNASDAQNYSETSX Companies >$1 Billion Market Cap

2006200520042003200220012000

67465847252645

Avg. Share Price Growth Avg. Market Cap Growth

4.3%

-1.4%

7.2%

13.1%13.1%

23.6%

$0$161

$503

$2,698

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

107%

28%6%

18%

6.8%

67

S&P/TSXVenture

Composite

S&P/TSX 60

S&P/TSXComposite

FTSE 100 Dow JonesIndustrialAverage

FTSE AIM NasdaqComposite

S&P/TSXVenture

Composite

S&P/TSX 60

S&P/TSXComposite

FTSE 100

Total Return

# of Grads:

Outlining the CPC Process

Anatomy of aQualifying TransactionC P C P r o c e s s

Seed financing of the company(minimum $100,000)

+Prospectus offering to create a

corporate vehicle with public distribution(maximum $1.9 million)

The Qualifying Transaction (“QT”)

An operating company is identified,disclosed, additionally financed

(if appropriate) and acquired

CPC

QualifyingTransaction

Coinciding Private Placement (PIPE)

PrivateCompany

ST

EP

1S

TE

P 2

New TSX Venture Company

TSX Cos >$1 Billion Market Cap NYSE Nasdaq Amex2698.352652 503.318773 160.618273 0

0

500

1000

1500

2000

2500

3000

AmexNasdaqNYSETSX

Mining Sector

114131

176

432

12

21

292931

TSX Group 432ASX 176LSE-AIM 131NYSE 114Amex 67

0

100

200

300

400

500

AmexNYSELSE-AIMASXTSX Group

TSX Group 31ASX 29LSE-AIM 29NYSE 21Amex 12

0

5

10

15

20

25

30

35

AmexNYSELSE-AIMASXTSX Group

Energy Sector

NASDAQ LSE-AIM NYSE Amex

338

89

36

346

Nasdaq 448TSX Group 346LSE-AIM 338NYSE 89Amex 36

0

100

200

300

400

500

AmexNYSELSE-AIMTSX GroupNasdaq

Industrial Sector

448

TSX Group



OUTLINING THE CPC PROCESS

TSX Group Products & Services

TSX Group provides issuers with innovative products and services toassist in enhancing their investor relations efforts, improve visibilityand inspire better corporate governance. Companies that list onToronto Stock Exchange and TSX Venture Exchange have the benefit ofaccessing a suite of exceptional services and information programsgeared to provide value for public companies at every stage.

2S E C T I O N


TSXconnect® – Powered by Thomson ONE

Understanding and responding to your

shareholders’ needs is critical to your

continued growth and success. Nobody

understands the needs of today’s public

companies better than TSX Group and

Thomson Financial. TSXconnect is an

innovative information solution to

support your investor relations goals

and objectives.

Web-based and easy to use, TSXconnect

aims to fulfil the broad requirements

of investor relations professionals.

TSXconnect allows corporate executives

to access market data anywhere. To stay

abreast of market activity, public

companies can follow the competition,

gain insight into market behaviour, view

analyst mean earnings estimates, and

know who their institutional investors are.

CNX Marketlink

TSX Group and CNW Group Ltd. (CNW),

two of Canada’s leaders in the areas of

technology, financial news and market

data distribution, have collaborated to

create CNX Marketlink. CNX Marketlink is

a comprehensive suite of enhanced

investor communication tools, combining

the existing offering of CNW’s trusted

products and services with innovative

TSX Group technology to deliver best-of-

class communication solutions for

publicly listed companies.

TSX Venture 50TM

TSX Venture Exchange annually profiles

the TSX Venture 50, a ranking of its top 10

companies in each of five industry

sectors. The TSX Venture 50 companies

are selected on their performance in

four categories: revenue, return on

investment, trading volume, and market

capitalization growth for a twelve-month

period. The TSX Venture 50 highlights top

performing companies on TSX Venture

Exchange and raises awareness of the

public venture capital market among the

financial community and investors.

Mentorship Program

Recognizing the challenges of being a

small cap public company, TSX Venture

Exchange offers a comprehensive

mentorship program to help its issuers

achieve their growth strategies. The

mentorship program is designed to

advise issuers on practical and efficient

strategies for meeting their responsibilities

related to corporate governance,

continuous disclosure and financial

reporting. The program consists of a

series of workshops ranging from

four-hour to two-day modules.

Info TSX Venture

Info TSX Venture is a web-based product

that lets you access market and corporate

data on all TSX Venture Exchange issuers.

Info TSX Venture provides information on

company business activities, operating

locations, management affiliations and

stock trading statistics.

NEX®

NEX is a separate reactivation board of

TSX Venture Exchange that provides a

trading forum for listed companies that

have fallen below TSX Venture Exchange’s

ongoing listing standards. These

companies are relieved of the pressure of

a delisting deadline, are more visible to

potential takeover targets or investment

opportunities, and can continue to trade

within TSX Group’s exchanges. NEX gives

these inactive companies an opportunity

to restructure, refinance and graduate

back up to TSX Venture Exchange, all the

while providing existing shareholders

with another chance of making a return

on their investment.

G u i d e t o L i s t i n g o n T S X – p a g e 1 0

IPO ServicesIf your company is thinking about goingpublic in Canada, Equicom can help yourmanagement team through every step.From investment banker introductions toeffective messages for capital markets,Equicom focuses on building success.

The IPO Roadshow marks the first publiccommunication of corporate milestones,stated objectives and growth strategies.It is crucial that these messages be clear,impactful and the company expectationsare achievable. By focusing on highretention messaging with strong visualsupport, Equicom has a proven formulathat works.

Equicom’s IPO Roadshow team has a deepand thorough understanding of theunique challenges and requirements of a successful offering.

Ongoing IR Services

Equicom has a proven track record of

developing and executing advanced

strategic communication programs with

defined and measurable objectives.

Designed to build management

credibility, achieve a fair market valuation

and provide favorable access to capital,

Equicom programs start with an IR

strategy that:

• Develops and maintains market

messaging

• Manages investor expectations

• Adheres to best practice in continuous

disclosure

On the RadarTM

On the Radar is Canada’s premier

monthly company showcase providing

public companies with an opportunity to

present their stories to the professional

investment community in Canada.

Attendees are drawn from a broad base of

professional investors at bank-owned and

boutique brokerage houses, to provide an

audience qualified by sector preference

and investment-risk profile. The program

has run successfully for more than five

years and is available to Toronto Stock

Exchange and TSX Venture Exchange

issuers.

Cameron DaviesVice President, Business [email protected](416) 815-0700 Ext. 260www.equicomgroup.com


The Equicom GroupTM

A TSX Group Company

The Equicom Group (Equicom) is Canada’s leading Investor Relations consulting firm. They are a trusted

resource in the capital markets and contribute to a liquid and fair market for the securities of client

companies.

With extensive capital markets experience, Equicom works in partnership with its clients to ensure they

achieve their capital market objectives.

TSX Group is more than a Canadian marketplace. Over 3,900 listed issuers call TSX Group’s exchangeshome, more than any other exchange in North America and second in the world. These companies haveaccess to not just Canadian capital sources, but the international investment community as well.Investors from Canada, the U.S. and Europe regularly trade on TSX Group’s exchanges.

TSX – An Opportunity for U.S. Companies

3S E C T I O N

Opportunities & Considerations for

U.S. Companies

Access to U.S. CapitalAs one of the world’s largest capital pools, it is

important for TSX Group issuers to access U.S.

capital. Affiliates of several major U.S. brokerage

firms are Participating Organizations or Member

Firms, allowing them to trade securities listed on

TSX Group’s exchanges. And with one of the fastest

clearing and settlement between any two countries

in the world, TSX Group currently achieves

approximately 40% of its +100 billion annual

volume from U.S. investors.

U.S. Dealers with a Canadian Affiliate:• CSFB, Citigroup, E*Trade, FIMAT/SocGen, Goldman Sachs, HSBC, Instinet, Interactive

Broker, ITG, JP Morgan, Lehman Brothers Canada Inc., Merrill Lynch, Morgan Stanley,

Penson, Raymond James, State Street, Timberhill, UBS

Canadian Firms with a U.S. Affiliate:

• BMO Nesbitt Burns, Canaccord Adams, CIBC World Markets, NBF Financial,

RBC Dain Rauscher, Scotia Capital Markets, TD Securities

More than 135 U.S. companies are currently listed on TSX Group’s exchanges representing diverse industry sectors. With limited

options in the U.S. for small and mid cap companies looking to raise growth capital, and the increasing costs of regulatory compliance,

more and more U.S. companies are seeking access to capital through a listing on Toronto Stock Exchange or TSX Venture Exchange.


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

Pink Sheets/OTCbb

Venture CapitalistsAngel InvestorsFounders, Family/Friends

TSX GROUP NICHE*

NASDAQ Candidates

AIM Candidates

Toronto Stock Exchange Candidates

TSX Venture Exchange Candidates

* Approximate representation.

Interlisting on TSX and a U.S. MarketTSX Group also provides an excellent

opportunity for interlisting on a U.S.

market. Through a well-charted growth

strategy, U.S. companies can list on

TSX Venture Exchange, graduate to the

senior Toronto Stock Exchange, and then

go on to a NYSE or NASDAQ listing. It can

be an effective strategy for managed

growth, while leveraging the liquidity of

both the Canadian and U.S. marketplaces.

MARKET COMPARISON – 2007

NYSE 84

NASDAQ 51

Amex 85

OTC Bulletin Board 83

Companies interlisted

with Toronto Stock

Exchange or TSX

Venture Exchange and

a U.S. market

Toronto Stock TSX Venture TSX andExchange Exchange TSX Venture AIM NASDAQ

Number of Issuers Listed 1,613 2,176 3,789 1,694 3,069

Quoted Market Value (US$ Billions) $ 2,086.9 $ 57.9 $ 2,154.9 $ 196.9 $ 4,013.7

Going Public Activity 207 366* 573 284 290

Equity Capital Raised (US$ Billions) $ 44.3 $ 10.4 $ 54.7 $ 32.4 $ 16.2**

Volume Traded (Billions of Shares) 96.1 52.6 148.7 153.9 N/A***

Value Traded (US$ Billions) $ 1,579.1 $ 41.7 $ 1,620.8 $ 150.0 $ 15,320.1

Number of Trades (Millions) 118.6 8.6 127.2 4.2 1,654.2

* Includes IPOs, CPCs, RTOs, QTs and other. ** Does not include secondary financings. *** NASDAQ information not available. All data as of or for the year ended December 31, 2007.


Source: Exchange websites

Considerations for U.S. Companies

3S E C T I O N

Opportunities & Considerations for

U.S. Companies


The following information summarizes a variety of complex legal matters and is not intended to provide legal advice. No legal or business

decisions should be based solely on this content. For more information, please contact a member of the TSX Business Development team

(see Directory of Contacts) and/or consult a professional legal advisor.

The primary reason to consider listing on Toronto Stock Exchange orTSX Venture Exchange is the ability to access capital to fuel yourcompany’s growth strategy. The pros and cons of going public, as wellas on which market to list, should be determined in relevance to yourcompany’s business plan. Listing on a TSX Group exchange isparticularly attractive to companies of all sizes in mining or energyindustries, as well as small to mid cap companies in the technology,life sciences and industrial sectors.

Frequently Asked Questions

1. Shareholders of Record – Calculation of shareholders of record is based on record ownership.

U.S. companies listed outside the U.S. where ownership is held through nominees or depositories,such as the Canadian Depository for Securities, or CDS, have less risk of crossing the 500 owners ofrecord threshold. Nonetheless, record ownership should be closely monitored.

2. Regulation S – Available to U.S. incorporated companies for sales of securities outside the U.S. andcan be used by a company making an offer of securities in the U.S. concurrently with an offering inanother jurisdiction (e.g. Canada). For U.S. incorporated companies, the primary requirement ofRegulation S is compliance with a one-year “distribution compliance period” during whichsecurities issued under Regulation S may not be sold to a U.S. person or for the account or benefitof a U.S. person. This does not apply to U.S. private placements which are permitted.

3. Accredited Investor – Includes: banks, insurance companies, registered investment companies,certain employee benefit plans, entities with total assets in excess of $5 million, and certainwealthy individuals (based on income or net worth).

4. Regulation D – Provides safe harbor for offerings to an unlimited number of accreditedinvestors, and up to 35 non-accredited investors.

5. Qualified Institutional Buyers (QIB) – Generally, institutions holding at least $100 million insecurities and registered broker-dealers holding at least $10 million in securities.

6. Rule 144A – Another safe harbor provision, exempts resales of securities to so-called qualifiedinstitutional buyers.

7. Foreign Private Issuer – The term Foreign Private Issuer means any foreign issuer other than aforeign government except an issuer meeting the following conditions:

1. More than 50 percent of the outstanding voting securities of such issuer are directly orindirectly owned of record by residents of the United States; and

2. Any of the following:

i. The majority of the executive officers or directors are United States citizens or residents;ii. More than 50 percent of the assets of the issuer are located in the United States; oriii. The business of the issuer is administered principally in the United States.

If you meet these criteria, you are considered a Domestic U.S. Issuer for the purpose of the SECrules and forms.

As a U.S. Company, what is the main consideration for listing on Toronto Stock Exchange or TSX Venture Exchange?A U.S. company should determine where it is to be incorporated (i.e. U.S. or Canada), as this has a number of legal and tax implications.

1. Remain a U.S. incorporated company (Domestic Issuer)

• Register shares with the SEC and continue as an SEC-registered company, fully complying with the Exchange Act rules and regulations

and Sarbanes-Oxley; OR

• Register shares with the SEC and, provided the company stays below 300 shareholders of record1 AFTER filing its first U.S. annual

report, then there are no continuing U.S. registration or reporting requirements; OR

• NOT register with the SEC BUT comply with Regulation S2 Resale Restriction by adding a “.S” to its trading symbol to alert investment

brokers and investors that these shares cannot be sold to a U.S. person for one year. There is a safe harbor for offerings made to

accredited investors3 under Regulation D4 and qualified institutional buyers (QIBs)5 under Rule 144A6.

2. Reincorporate as a Canadian company and become a Foreign Private Issuer. (NOTE: Must meet FPI test.7) A Foreign Private Issuer

making a concurrent or exclusive offering of securities outside the U.S. (e.g. on Toronto Stock Exchange) can rely on the safe harbor

provisions of Regulation S, which treat offshore transactions meeting their requirements as not being subject to the registration

requirements of the SEC. Sales by such companies are not subject to the Regulation S Resale Restriction described above. There are

also exemptions for private placements.

What are the Canadian and/or U.S. tax implications of where the company is incorporated?Reorganization8 of a U.S. corporation to a Canadian corporation can raise issues under U.S. tax laws. Two primary issues are:

1. Anti-inversion rules, applicable if the former shareholders of the target U.S. corporation own 80% or more of the stock (by vote or value)

of the surviving Canadian corporation.

2. Cross-border acquisition rules including whether the transaction will result in a taxable event for the U.S. corporation, U.S. corporation

shareholders, or both.


A Foreign Private Issuer may be required to register its shares with the SEC:

1. If the Foreign Private Issuer lists on a U.S. exchange

2. If the company has 500 shareholders of record worldwide, 300 beneficial owners of its sharesare U.S. residents and it has $10 million in assets (although it may still be exempt if itpreviously received an exemption under Rule 12g3-2(b)9

3. If securities are issued in connection with a succession by merger, consolidation, exchange orsecurities, acquisition of assets or otherwise to the holders of securities that are currentlyregistered

4. If the company conducts a public offering of securities in the U.S. but does not list on a U.S.exchange

8. Reorganization of a U.S. corporation (USCo) as a Canadian corporation (CanCo) includes:

– Acquisition by CanCo of the stock of USCo

– Reincorporation of the existing USCo as a CanCo

– Certain asset transfers from USCo to CanCo

9. Form 12g3-2(b) – If a foreign issuer has more than 500 shareholders of record worldwide andmore than 300 U.S. beneficial shareholders of a class of equity, it may still obtain an exemptionfrom registration by operation of Rule 12g3-2(b) if it applies prior to the date on which SECregistration would be required. This Rule is available only if the foreign issuer does not have, andhas not had, during the prior 18 months:

1. any securities listed on a U.S. exchange

2. a periodic reporting obligation (suspended or active) under the Exchange Act as a result ofhaving made a public offering in the U.S.

3. securities of a foreign private issuer issued in a transaction to acquire by merger, consolidation,exchange of securities or acquisition of assets, another issuer that had securities registered undersection 12 of the Act or a reporting obligation (suspended or active);

The exemption, if received, is satisfied by delivery to the SEC or publication on a website ofhome country reports upon publication in the home country. The provision of information tothe SEC pursuant to Rule 12g3-2(b) does not cause a foreign issuer to become an issuer subjectto the Sarbanes-Oxley Act.

What are the corporate governance requirements for a Canadian listing (i.e. does Sarbanes-Oxley apply)?U.S. incorporated companies that are registered with the SEC (Domestic Issuers) must comply with Sarbanes-Oxley and the rules and

regulations under the Exchange Act. If the company is interlisted with a U.S. exchange, the company must also comply with that exchange’s

corporate governance requirements. If the company is registered with the SEC and solely listed on Toronto Stock Exchange or TSX Venture

Exchange, then Canadian regulators will defer to Sarbanes-Oxley requirements.

If the U.S. company has registered it’s offering with the SEC but has less than 300 shareholders of record worldwide1 and is not listed on a

U.S. public trading market, AFTER filing its first U.S. annual report with the SEC it may terminate its SEC reporting obligations. The company

would then be required to comply with Canadian corporate governance policies. At such time that the company has over 300 shareholders

of record, it must then file with the SEC as a full reporting company and comply with Sarbanes-Oxley.

Canadian incorporated companies (Foreign Private Issuers)7 are not required to comply with Sarbanes-Oxley but must adhere to Canadian

corporate governance policies. However, the company must maintain its FPI status and ensure fewer than 500 shareholders of record

worldwide as well as fewer than 300 U.S. beneficial shareholders. The company may want to consider filing Form 12g3-2(b)9 with the SEC

before listing to protect against having to register with the SEC in the future.

Will U.S. investors be able to trade my stock if it listed on Toronto Stock Exchange or TSX Venture Exchange?If the U.S.-incorporated company has registered its shares with the SEC, the shares are fully tradeable by U.S. institutional and retail investors.

If the U.S.-incorporated company has not registered its shares with the SEC, then any newly issued shares are not tradeable by U.S. retail

investors for one year following issuance and must have a “.S” appended to its ticker symbol. However, private placements are permitted,

as certain types of offerings made to U.S. accredited investors3 and qualified institutional buyers5 are exempt.

For Foreign Private Issuers7, the shares are fully tradeable by U.S. investors through a U.S. broker that facilitates the trade with a Canadian

broker, or a Canadian affiliate of a U.S. broker registered as a Participating Organization of TSX Group.

If a U.S. company is solely listed on Toronto Stock Exchange or TSX Venture Exchange, can it still access U.S. capital?Yes. Regardless of its status with the SEC, a Canadian listed company can raise capital through private placements with accredited investors

and institutional buyers in the U.S.

Do only Canadian investors trade on Toronto Stock Exchange or TSX Venture Exchange?No, TSX Group attracts thousands of institutional and retail investors from around the world, including the U.S., Europe, and other foreign

countries. In fact, approximately 40% of the trading on TSX Group’s exchanges came from the U.S. in 2007.

Mining

Western Goldfields Inc. (TSX:WGI)

Western Goldfields Inc. is a gold mining company and theirprincipal asset is the Mesquite Mine located in ImperialCounty, California. Since listing on TSX on August 28, 2006,it has raised over US$92.6 million and has a market cap ofUS$492.4 million.

S U C C E S S S T O R Y

4S E C T I O N

Sector Profiles


Toronto Stock Exchange and TSX Venture Exchange are world leaders in the mining sector. More miningcompanies are listed on TSX Group’s exchanges than any other market in the world. As a result, theexchanges offer mining companies membership in the largest peer group anywhere, providing the benefitsof premium valuations, visibility of transactions, analyst coverage, specialized indices and tailored listingrequirements for all sizes of companies.

Key Mining Stats for TSX Group• Over 55% of the world’s public mining

companies

• US$17.5 billion raised in 2007

• Over 79.3 billion mining shares traded

valued at US$448.4 billion

• One year increase of 20% in value of the

S&P/TSX Capped Diversified Metals &

Mining Index (2007 over 2006)

• Specialty indices:

– S&P/TSX Global Gold Index

– S&P/TSX Global Mining Index



2006200520042003200220012000

67465847252645


4.3%

-1.4%

7.2%

13.1%13.1%

23.6%

$95$0

$2,585

$5,283

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

107%

28%6%

18%

6.8%

65

S&P/TSXVenture

Composite

S&P/TSX 60

S&P/TSXComposite



Total Return

# of Grads:









CPC



PrivateCompany

ST

EP

1S

TE

P 2


Mining Sector

118140

209

424

66

18

22

33


333

91

37

334

453

TSX Group

MINING FINANCINGS (US$ Millions)

January to December 2007

Source: Gamah International, December 2007

TSX Group Home to Billion Dollar Mining Companies48 Toronto Stock Exchange listed mining

companies have a market capitalization

greater than US$1 billion. Of these large

cap companies, 13 completed equity

financings in 2007 and raised more

equity capital than all mining companies

on NYSE, NASDAQ and Amex combined.

As of December 31, 2007.

LISTING REQUIREMENTS FOR EXPLOR ATION & MINING COMPANIES


(1) “G&A” means general and administrative expenses.

(2) “principal properties” means any other properties of the Issuer in respect ofwhich 20% or more of the available funds will be spent in the next 18 months.

(3) “advanced exploration property” refers to one on which a zone ofmineralization has been demonstrated in three dimensions with reasonablecontinuity indicated. The mineralization identified has economicallyinteresting grades.

(4) A company must hold or have the right to earn and maintain a 50% interest inthe qualifying property. Companies holding less than a 50% interest will beconsidered on a case-by-case basis looking at program size. Stage ofadvancement of the property and strategic alliances.

(5) “Tier 1 property” means a property that has substantial geological merit and is:

(i) a property in which the Issuer holds a material interest; and

(ii) a property on which previous exploration, including detailed surfacegeological, geophysical and/or geochemical surveying and at least an initialphase of drilling or other detailed sampling (such as trench or undergroundopening sampling), has been completed; and

(iii) an independent geological report recommends a minimum $500,000Phase 1 drilling (or other form of detailed sampling) program based on themerits of previous exploration results; or an independent, positive,feasibility study demonstrates that the property is capable of generatingpositive cash flow from ongoing operations.

Mining Disclosure StandardsNational Instrument 43-101 is the Canadian Securities Administrators’ (“CSA”) policy that governs the scientific andtechnical disclosure by mining companies and the preparation of technical reports. It covers oral statements aswell as written documents and websites. NI 43-101 requires that all technical disclosure be based on advice by a“qualified person.” Issuers are required to make disclosure of reserves and resources using definitions approved bythe Canadian Institute of Mining, Metallurgy and Petroleum, except for disclosure pertaining to coal.

Foreign Scientific and Technical ReportsNI 43-101 permits issuers to report resources and reserves under three foreign codes: the JORC Code, USGS Circular 831 and the IMMM system. To report using another foreign code, such as the South African Code forReporting of Mineral Resources and Mineral Reserves (the “SAMREC Code”), currently the issuer must apply tosecurities regulators for exemptive relief.

Technical Reports by Foreign Qualified AuthorsTechnical reports that accompany a listing application must be prepared by a qualified person who is a member ofan approved professional association. Licences, certification or membership in the ASBOG, AIPG, AusIMM; IMMM;SAIMM; SACNASP; or IGI will normally be acceptable. CSA has published an FAQ that provides details on the“qualified person” equivalents from other jurisdictions and other resources and reserve definitions that areacceptable with a brief reconciliation.

NI 43-101 is available at:http://www.osc.gov.on.ca/en/Regulation/Rulemaking/Rules/noticeRule_43101.pdf and the Frequently AskedQuestions at http://www.osc.gov.on.ca/en/Regulation/Rulemaking/Notices/csanotices/2003/csan_43-302_faq-43_101_20030124.htm#faq.

Minimum ListingRequirements

Property Requirements

TSX Venture

Tier 2

Significant Interest inqualifying property or atdiscretion of Exchange, holdrights to earn a significantinterest in qualifying propertywith $100,000 expendituresin the past three years. Byapplicant issuer or sufficientexpenditures incurred such that the property is a Tier 1 property

Material interest in a Tier 1property 5

Advanced ExplorationProperty 3 Minimum 50%ownership in the property 4

Three years proven andprobable reserves asestimated by an independentqualified person (if not inproduction, a productiondecision made)

Three years proven andprobable reserves asestimated by an independentqualified person

Recommended Work Program

$200,000 on the qualifyingproperty as recommended by geological report

$500,000 on the Tier 1property 5 as recommendedby geological report

$750,000 on advancedexploration property asrecommended inindependent technical report

Bringing the mine intocommercial production

Commercial level miningoperations

TSX VentureTier 1

Exploration

TSX Non-exemptExploration and

Development Stage

TSX Non-exempt

ProducerTSX Exempt

Working Capital and FinancialResources

Adequate working capitaland financial resourcesincluding: work program+12 mos. G&A 1 +12 mos.Property payments to keepqualifying property andprincipal properties 2 in goodstanding +$100,000unallocated

Adequate for: work program+ 18 mos. G&A 1 + 18 mos.Property payments to keepTier 1 property 5 and principalproperties 2 in good standing+$100,000 unallocated

Minimum $2.0 millionworking capital, butsufficient to completerecommended programs,plus 18 months G&A,anticipated propertypayments and capitalexpenditures. No debt

Adequate funds to bring the property intocommercial production; plusadequate working capital for all budgeted capitalexpenditures and to carry onthe business. Appropriatecapital structure

Net Tangible Assets Earningsor Revenue

No requirement $2,000,000 net tangibleassets; no requirement

$3,000,000 net tangibleassets; no requirement

$4,000,000 net tangibleassets; evidence indicating a reasonable likelihood of future profitabilitysupported by a feasibilitystudy or historicalproduction and financialperformance

$7,500,000 net tangibleassets; pre-tax profitabilityfrom ongoing operations in last fiscal year; pre-taxcash flow of $700,000 in last fiscal year and averageof $500,000 for past twofiscal years

Other Criteria Geological reportrecommending completionof work program

Geological reportrecommending completionof work program or positive feasibility study orproduction levels exhibitinga likelihood of positive cash flow program

Up-to-date, comprehensiveTechnical Report preparedby independent qualifiedperson

Distribution, Market Capitalization and Public Float

$500,000 publicly held500,000 public free tradingshares; 200 public holderswith board lots and noresale restrictions 10%public float; min 20% issuedand outstanding sharespublicly held

$1,000,000 publicly held1,00,000 free trading public shares; 200 publicholders with board lots and no resale restrictions10% public float; min 20% of issued and o/s sharespublicly held

$4,000,000 publicly held 1,000,000 free trading public shares; 300 public holders withboard lots

Sponsorship Sponsor report may be required (not required for IPOs orcertain other exemptions for North American properties)

Required (may be waived if sufficient previous 3rd partydue diligence)

Not required

All amounts are expressed in Canadian dollars.

For detailed listing requirements, go to www.tsx.com.

Up-to-date, comprehensive technical report prepared by independent qualified person and 18 month projection(by quarter) of sources and uses of funds, signed by CFO

Energy

Storm Cat Energy Corporation (TSX:SME)

An exploration company focused on developingunconventional natural gas reserves globally, Storm CatEnergy listed on TSX Venture Exchange in December 2003and raised over US$45 million. Denver-based Storm CatEnergy graduated to Toronto Stock Exchange in June 2006and has since raised another US$41 million.


4S E C T I O N

Sector Profiles


With more oil and gas companies listed on Toronto Stock Exchange and TSX Venture Exchange than any otherpublic marketplace, TSX Group is also a world leader in the energy sector. A +100 year history of financingsmall to large cap energy companies, plus the recent expansion of the Alberta oil sand projects, has putTSX Group and Canada on the energy world map. As these companies represent all stages of exploration andproduction in properties around the world, TSX Group’s exchanges are increasingly being considered as alisting destination for companies in the oil and gas, energy services and alternative energy sectors.

Key Energy Stats for TSX Group• +420 oil & gas companies listed

on Toronto Stock Exchange or

TSX Venture Exchange

• Four new international oil and gas

listings in 2007, including one from

the U.S.

• Total market capitalization of

US$536.2 billion

• US$8.6 billion raised in 2007

• Over 21 billion oil & gas shares

traded valued at US$313.6 billionAmexNYSELSE-AIMASXTSX GroupAmexNYSELSE-AIMASXTSX Group


2006200520042003200220012000

67465847252645


4.3%

-1.4%

7.2%

13.1%13.1%

23.6%

$95$0

$2,585

$5,283

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

107%

28%6%

18%

6.8%

65

S&P/TSXVenture

Composite

S&P/TSX 60

S&P/TSXComposite



Total Return

# of Grads:









CPC



PrivateCompany

ST

EP

1S

TE

P 2


Mining Sector

118140

209

424

66

18

22

33


333

91

37

334

453

TSX Group

TSX GROUP NUMBER ONE IN THE WORLD IN PUBLIC ENERGY COMPANIES AND GROWING

Total Number of Oil and Gas Companies Number of New Oil and Gas Listings in 2007







LISTING REQUIREMENTS FOR OIL & GAS COMPANIES

(1) “G&A” means general and administrative expenses.

(2) “Proved development 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 involvelow expenditure, when compared to the cost of drilling a well, to put the reserves on production.

(3) “NI 51-101” National Instrument 51-101 – Standards of Disclosure for Oil & Gas Activities – available at: http://www.osc.gov.on.ca/Regulation/Rulemaking/Current/Part5/rule 20030926 51-101 rule.pdf.

(4) Exceptional circumstances may justify the granting of Exempt status notwithstanding the minimum requirements – generally an affiliation with an established business and/or exceptionally strongfinancial position is required.

(5) Reserve value of pre-tax NPV of cash flows using a 20% discount rate: constant pricing assumptions are used.


Net Tangible AssetsEarnings or Revenue

TSX Venture Tier 2

Category 1

TSX VentureTier 2

Category 2

TSX VentureTier 2

Category 3

TSX Venture

Tier 1

TSX Non-Exempt Oil & Gas

Exploration andDevelopment Issuers

TSX Exempt Oil & Gas Issuers 4

Pre-tax profitabilityfrom ongoingoperations in last fiscal year. Pre-tax cashflow from ongoingoperations of $700,000in last fiscal year andaverage pre-tax cashflow from ongoingoperations of $500,000for the past two fiscal years

Working Capital andFinancial Resources

Adequate workingcapital and financialresources for 12 months

Adequate working capital for work program + 12months G&A1 + $100,000 unallocated

$500,000 and adequate capital

Adequate funds toexecute the programand cover all othercapital expenditures &G&A1 + debt serviceexpenses for 18 monthswith a contingencyallowance; 18 monthprojection of sources & uses of funds signedby CFO; appropriatecapital structure

Distribution, Market Capitalizationand Public Float

500,000 free trading publicly held shares valued over $500,000; 200public holders with board lot and no resale restrictions; 10% public float;20% of issued and outstanding shares publicly held

1,000,000 free tradingpublicly held sharesvalued over $1,000,000;200 public holders with board lots and no resale restrictions;10% public float; 20% of shares held bypublic shareholders

At least 1,000,000 freely tradable shares withan aggregate market value of $4,000,000; 300public holders, each with one board lot or more

Sponsorship Required (may be waived) Not required

Property Requirements

$500,000 proveddeveloped producingreserves

$750,000 proved andprobable reserves

$2,000,000 proveddeveloped reserves

$3,000,000 proveddeveloped reserves 2,5

$7,500,000 proveddeveloped reserves 2, 5

Recommended Work Program

$300,000 Satisfactorily diversifiedexploration program;$1,500,000 allocatedtowards a joint ventureor work program

Clearly definedprogram to increasereserves

Other Criteria Geological report; sponsor report may be required; reserve values are pre-tax NPV ofcash flows using a 15% discount rate and constant pricing assumptions

Up-to-date technical report prepared by anindependent technical consultant (NI 51-101 3) 5

Cleantech

US Geothermal Inc. (TSX:GTH)

U.S. Geothermal is focused on the development of geothermalenergy resources for the generation of electrical power and forsustainable direct use applications. After raising over US$50million in equity on TSX Venture Exchange, U.S. Geothermalgraduated to Toronto Stock Exchange in October 2007 and has a market cap of US$210.0 million.


4S E C T I O N

Sector Profiles


TSX Group provides growth-oriented cleantech companies with a dynamic market to access North Americanand global capital. Toronto Stock Exchange and TSX Venture Exchange are home to 94* cleantech issuers thathave a total market cap of over C$13 billion. In 2007, six cleantech companies graduated from TSX VentureExchange to Toronto Stock Exchange. With a variety of options for listing and a clear and supportedinfrastructure for growth, TSX Group’s exchanges are unique among global equity markets. We have theproven expertise and specialized infrastructure to serve cleantech companies and are quickly becoming aleading capital market for the new resource economy.

Cleantech listing requirements differ by company. Refer to the Mining, Energy, Technology, Life Sciences or Industrial sections for listing requirements.

AlternativeEnergy/Power

47%

Other9%

Waste &Water Treatment

18%

Energy Efficiency13%

Agriculture7%

Transportation6%

TSX GROUP CLEANTECH COMPANIESSPAN A RANGE OF INDUSTRIES100% = 94 Companies


CLEANTECH MARKETS AT A GLANCE – 2007

Toronto Stock TSX Venture TSX andExchange Exchange TSX Venture

Number of Cleantech Issuers Listed 35 59 94

Quoted Market Value (C$ billions) $ 11.50 $ 1.63 $ 13.13

New Cleantech Listings 12 7 19

Equity Capital Raised (C$ millions) $ 1,055.2 $ 456.1 $ 1,511.3

Volume Traded (millions of shares) 1318.0 1212.3 2530.0

Value Traded (C$ millions) $ 7,065.1 $ 953.0 $ 8,018.0

Number of Trades (thousands) 1061.5 210.5 1272.0



Technology, Life Sciences& Industrial


Hostopia.com Inc. (TSX:H)

Hostopia.com is a leading provider of private-label wholesale hosting, emailand application services. They service U.S., Canadian and European markets.Hostopia.com raised US$23.4 million when listing on the Toronto StockExchange in November 2006 and has a market cap of US$65.0 million.


With technology giants such as Research In Motion (maker of BlackBerry technology), OpenTextand Cognos listed on Toronto Stock Exchange, TSX Group is a proven market for small to large captechnology, life sciences and industrial companies. TSX Group has particularly established aninfrastructure for small/mid cap companies in these sectors to finance their growth strategies. Listingcriteria focus less on traditional financial measures, such as net earnings and cash flow, and more onevidence of adequate financing and operational expertise to carry the company forward with itsintended development program. Tailored listing requirements, a relevant corporate governance regimefor small/mid cap companies, and unique listing products (e.g. Capital Pool Company program) makeTSX Group a listing destination that your company should consider.

Key Tech Stats for TSX Group• 2nd highest number of listed technology companies

in North America

• +330 technology companies listed on Toronto Stock

Exchange and TSX Venture Exchange

• US$1.6 billion raised by TSX Group technology

companies in 2007

• Over 9.1 billion tech shares traded valued at

US$69.8 billion



2006200520042003200220012000

67465847252645


4.3%

-1.4%

7.2%

13.1%13.1%

23.6%

$95$0

$2,585

$5,283

302%

195%

223%

60%

127%

61%

155%

78% 75%

49%

107%

28%6%

18%

6.8%

65

S&P/TSXVenture

Composite

S&P/TSX 60

S&P/TSXComposite



Total Return

# of Grads:









CPC



PrivateCompany

ST

EP

1S

TE

P 2


Mining Sector

118140

209

424

66

18

22

33


333

91

37

334

453

TSX Group

TSX GROUP HOME TO HIGH NUMBER OF GROWTH TECH COMPANIESNumber of Listed Technology Companies





LISTING REQUIREMENTS FOR INDUSTRIAL, TECHNOLOGY, AND RESEARCH AND DEVELOPMENT COMPANIES

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 toforecast 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 auditor’s opinion thatthe 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 C$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 – General & administration expenses.


Earnings or Revenue

TSX Venture Tier 1 Technology or

Industrial Companies

TSX Venture Tier 2Technology or

Industrial Companies

Category 1:$100,000 pre-tax earnings in last yearor in last two of three years

Category 2:Management plan demonstratingreasonable expectations of earningswithin 24 months

Category 3:$200,000 pre-tax earnings in lastyear or in last two of three years

Category 1:$50,000 pre-tax earnings in last yearor in last two of three years

Category 2:$250,000 operating revenue

Category 3:Two year management plandemonstrating reasonable likelihoodof revenue within 24 months

Net Tangible Assets Category 1: $1,000,000

Category 2: $5,000,000

Category 3: N/A

Category 1: $500,000



$7,500,000

TSX Venture Tier 1Research &

Development Companies

TSX Venture Tier 2Research &

Development Companies

Adequate Working Capital andCapital Structure 5

Categories 1 & 3: Adequate financial resources for 18 months

Category 2:Working capital for 18 mos. Underbusiness plan (incl. G&A 5) and$100,000 unallocated funds

Category 1:Working capital and financialresources for 12 months

Categories 2 & 3:Working capital and financialresources for 12 mos. Under businessplan (incl. G&A 5) and $100,000unallocated funds

Working capital and financialresources to cover:

• work program (minimum$1,000,000)

• 18 months G&A5

• $100,000 unallocated funds

Working capital and financialresources to cover:

• work program (minimum $500,000)

• 12 months G&A 5

• $100,000 unallocated funds

Products and Services

Category 3: • $250,000 12 month historical

expenditures related to thedevelopment of product/technology

• Demonstrated reasonablelikelihood of commercial viability or product/technology/prototype

Historical R&D expenditures of aminimum of $1,000,000

Human or technological benefits

Public Distributionand MarketCapitalization

1,000,000 free trading public shares

$10,000,000 held by publicshareholders

500,000 free trading public shares

$500,000 held by public shareholders



500,000 free trading public shares

$500,000 held by publicshareholders

200 public shareholders with a board lot and no resale restrictions

10% public float

20% of issued and outstanding shares in the hands of public shareholders

300 public shareholders each holding a board lot

Sponsorship May be required

$5,000,000

Historical R&D expenditures of aminimum of $500,000

Human or technological benefits

Feasibility study or evidence ofsatisfactory due diligence by sponsor

Management andBoard of Directors

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


LISTING REQUIREMENTS FOR INDUSTRIAL, TECHNOLOGY, AND RESEARCH AND DEVELOPMENT COMPANIES

(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 paymentsfrom 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 financialposition 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 main business or contracts for future sales. Other factors may also be considered.

(10) Other relevant factors may also be considered.


Earnings or Revenue

TSX Non-Exempt

Technology Issuers 1, 7

TSX Non-Exempt Research & Development

(R&D) Issuers 7

Evidence of pre-tax earningsfrom on-going operationsfor the current or next fiscalyear of at least $200,000 2

Evidence of pre-tax cashflow from on-goingoperations for thecurrent or next fiscalyear of at least$500,000 2

Net Tangible Assets $7,500,000 3

TSX Non-Exempt Forecasting

Profitability 7

TSX Exempt Industrial

Companies 8

Cash Flow

Adequate Working Capital andCapital Structure 5

Funds to cover all planneddevelopment expenditures, capital expenditures, and G&A (5) expenses for 1 year 6

Cash in Treasury Min. $10 million in the treasury, with majority raised by prospectus offering

Funds to cover all plannedR&D expenditures, capitalexpenditures and G&A 5

expenses for 2 years 6

Working capital to carry on the business, and an appropriate capital structure

Products and Services

Evidence that products orservices at an advanced stageof development orcommercialization and thatmanagement has the expertiseand resources to develop thebusiness 9

Minimum 2 yearoperating history thatincludes R&D activities.Evidence of technicalexpertise and resourcesto advance its researchand developmentprograms10



TSX Non-Exempt

Profitable Issuers 7

Min. $12 million in the treasury, with majority raised by prospectus offering

$2,000,000 3,4 $7,500,000 3

Pre-tax cash flow of$500,000 in the lastfiscal year

Pre-tax cash flow of$700,000 in the lastfiscal year, and anaverage of $500,000for the past 2 fiscalyears

Pre-tax earnings fromon-going operationsof at least $200,000in the last fiscal year

Pre-tax earnings fromon-going operationsof at least $300,000in the last fiscal year

Management andBoard of Directors

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

Public Distributionand MarketCapitalization

1,000,000 free trading publicshares


Minimum $50 million marketcapitalization


$4,000,000 held by public shareholders



Sponsorship Generally required Not required

Directory of Contacts

5S E C T I O N


General Inquiries

North American Call Centre

Toll free: 1 (888) 873-8392Email: [email protected]

Business Development

To inquire about listing on TorontoStock Exchange or TSX VentureExchange, contact a member of theBusiness Development team:

U.S. Business DevelopmentChrista DewarSenior Manager, U.S. BusinessDevelopment [email protected]

MiningGreg FerronSenior Manager, Global Resources [email protected]

Industrial, Technology, Life SciencesRaymond KingSenior Manager, Global [email protected]

Structured Products, ETFs, CleantechSusan McLeanSenior Manager, Business Development [email protected]

Oil & GasSee General International and U.S Inquires

General U.S. InquiriesDelilah PanioDirector, Business Development andStrategy (U.S.) [email protected]

General International InquiriesJanis KoyanagiDirector, Business Development andStrategy (International) [email protected]

Trading

New York and InternationalTrading InquiriesStan GrunzeweigSenior Account [email protected]

U.S. Regional Trading InquiriesLewis BatemanSenior Account [email protected]

Market Data

Michael McReaSenior Manager, Datalinx [email protected]

Acker Finley Inc. 1

Acumen Capital Finance Partners LimitedAltus Securities Inc. 1,3

Aquilon Capital Corp. 1,3

Assante Capital Management Ltd. 1,3

Beacon Securities Ltd. 1

Berkshire Securities Inc.Bieber Securities Inc. 2,3

Blackmont Capital Inc.BMO Nesbitt Burns Inc.Bolder Investment Partners, Ltd.Brant Securities LimitedBrockhouse and Cooper Inc. Burgeonvest Securities Limited 3

Byron Securities Ltd.Caldwell Securities Ltd.Canaccord Capital CorporationCIBC World Markets Inc.Citadel Securities Inc. 2,3

Citigroup Global Markets Canada Inc.Clarus Securities Inc.Commission Direct Inc.Cormark Securities Inc.Credifinance Securities Limited 1

Credit Suisse Securities (Canada) Inc.CTI Capital Inc. D&D Securities Company Desjardins Securities Inc.Deutsche Bank Securities Limited 1,3

Dundee Securities Corporation E*TRADE Canada Securities Corporatione3m Investments Inc. 1

Edward Jones 1,3

Emerging Equities Inc. 2,3

Evergreen Capital Partner Inc.First Canada Capital Partners Inc. 2,3

FirstEnergy Capital Corp.Foster & Associates Financial Services Inc. 3

Fraser Mackenzie Ltd.Friedberg Mercantile Group 3

Gateway Securities Inc.

Genuity Capital MarketsGlobal Maxfin Capital Inc.Global Securities Corporation GMP Securities L.P.Goldman Sachs Canada Inc. 1

Hampton Securities Limited Haywood Securities Inc.HSBC Securities (Canada) Inc.Independent Trading Group 1

Industrial Alliance Securities Inc.Infinium Capital Corp.Instinet Canada LimitedIntegral Wealth Securities LimitedInteractive Brokers Canada Inc.Investpro Securities Inc. 2,3

IPC Securities Corporation 3

ITG Canada Corp.J.P. Morgan Securities Canada IncJC Clark Ltd.Jennings Capital Inc.JitneyTrade Inc. Jones, Gable & Company Limited Jory Capital Inc. 2,3

Kingsdale Capital Markets Inc. 3

Kingwest and Company 1,3

Laurentian Bank Securities Inc. Le Groupe Option Retraite Inc. 1

Leede Financial Markets Inc.Lehman Brothers Canada Inc.Lightyear Capital Inc. 2,3

Loewen, Ondaatje, McCutcheon Limited M Partners Inc. MacDougall, MacDougall & MacTier Inc. Macquarie Capital Markets Canada Ltd. Magna Partners Ltd.Maison Placements Canada Inc.Maple Securities Canada Limited 1

MCA Securities Inc.Merrill Lynch Canada Inc.MF Global Canada Co.MGI Securities Inc.

Morgan Stanley Canada Limited National Bank Direct Brokerage Inc. 3

National Bank Financial Inc.NBCN Inc. 3

Newedge Canada Inc.Norstar Securities Limited PartnershipNorthern Securities Inc. Octagon Capital CorporationOdlum Brown Limited Paradigm Capital Inc.Penson Financial Services Canada Inc. Peters & Co. LimitedPI Financial Corp. Pictet Canada L.P. 1

Polar Securities Inc. Pollitt & Co. Inc.Pope & Company Limited Qtrade Securities Inc. Questrade Inc. Raymond James Ltd. RBC Capital MarketsResearch Capital Corporation Salman Partners Inc.Scotia Capital Inc.Standard Securities Capital CorporationState Street Global Markets Canada Inc. 1

TD Securities Inc.Thomas Weisel Partners Canada Inc.Timber Hill Canada Company 1

Toll Cross Securities Inc. Trapeze Capital Corp.Tristone Capital Inc.UBS Securities Canada Inc.Union Securities Ltd.Versant Partners Inc. W.D. Latimer Co. LimitedWellington West Capital Markets Wolverton Securities Ltd.Woodstone Capital Inc.


1 Toronto Stock Exchange Participating Organization ONLY

2 TSX Venture Exchange Member Firm ONLY

3 Non-Trading

TSX Group Participating Organizations and Member Firms as at April 1, 2008

I n v e s t m e n t B a n k s – p a g e 2 7

Sponsors of the TSX 2008 U.S. Campaign

Advertisements for

Investment Banks

I n v e s t m e n t B a n k – p a g e 2 8

TM Trademark Bank of Montreal. BMO Capital Markets is a trade name used by the BMO investment banking group, which includes Bank of Montreal globally; BMO Nesbitt Burns Inc. and BMO Nesbitt Burns Ltée/Ltd. (members CIPF) in Canada; BMO Capital Markets Corp. (member SIPC) and Harris N.A. in the U.S.; and BMO Capital Markets Limited in the U.K.


Global reach. Growth focus.

London Toronto Calgary Boston

New York Vancouver

Montreal San Francisco

Houston

Canaccord Adams is an idea driven investment bank. Our ideas help bring businesses and investors together, with afull range of investment banking services offered to the small and mid-cap market. We’re committed to fueling theentrepeneurial economy by identifying emerging opportunities and facilitating long-term growth. This has led to successacross the globe with the ability to list on seven different exchanges in three different countries. We are active in theequity markets, with US$31 billion in managed transactions, including US$7.1 billion in a lead manager role across allsectors for 2007. To see our ideas in action, contact us or visit our website at canaccordadams.com.

Canaccord Adams is a division of Canaccord Capital Corporation, Member IDA/CIPF Canaccord Adams Inc., Member FINRA/SIPCCanaccord Adams Limited is regulated and authorised by the Financial Services Authority and a Member of the LSE

Jean-Yves BourgeoisManaging DirectorTechnology514.844.3730jean-yves.bourgeois@canaccordadams.com

Jamie BrownManaging DirectorHead of US Investment [email protected]

Jens Mayer, MBAExecutive Vice PresidentManaging Director, Metals and [email protected]

Tim Hart, MBAManaging [email protected]

Ali PejmanManaging DirectorMetals and [email protected]

Bruce McDonaldManaging [email protected]

Karl StaddonManaging [email protected]

Ron RimerManaging DirectorDiversified [email protected]

Steve WinokurManaging DirectorLife [email protected]

Steven SwaffieldManaging DirectorSustainability604.643.7422steven.swaffield@canaccordadams.com


Sponsors of the TSX 2008 U.S. Campaign

Advertisements for

Professional Service Providers

P r o f e s s i o n a l S e r v i c e P r o v i d e r s – p a g e 3 1

P r o f e s s i o n a l S e r v i c e P r o v i d e r – p a g e 3 2


Take the right path to Canada’s capital markets.Having advised on the majority of Canadian IPOs undertaken by U.S.-based businesses over the past five years, Goodmans has the proven capability to help you successfully accessCanada’s capital markets.

Our understanding of cross-border offerings, combined with the talent and experience of ourleading corporate finance, M&A and tax practices, have enabled Goodmans to execute many innovative transactions designed to achieve each client’s unique objectives.

Let Goodmans be your guide.

Barristers & Solicitors / goodmans.ca


PERS

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Production None

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Comments None

PUB

LICA

TIO

N Publication(s) Guide to Listing for U.S. Companies

Ad Number None

Insertion Date March 13, 2008

SETU

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Bleed 7.7362 in x 10.2362 in

Trim 7.5 in x 10 in

Safety 6.122 in x 8.5827 in

INKS

CMYK

INKS

HelveticaITC Franklin Gothic

9 Edgedale Rd.,Toronto, Ontario M4X 1N5 Phone: (416) 767-7671

Job # GOW_08042 Filename GOW_08042_Guide2ListingTSXAd.indd Modified 3-19-2008 9:46 AM Created 3-13-2008 2:40 PM Station StudioOutSource_3

We’re There For you ... Ever y Step of the Way

As a leading Canadian law firm, Gowlings has built its reputation on understanding entrepreneurial clients and protecting their interests—from early stage to complex public financings, cross-border mergers and acquisitions and other exit strategies. We strive to grow with your business and to help you achieve the right balance between managing legal risks and reaching business objectives.

Simply put, we understand business and innovation.

Solutions for our entrepreneurial clients include a national series of Rules & Tools workshops on corporate governance, co-founded with TSX Group. Gowlings has also partnered with TSX Group on a number of recent international initiatives to help introduce companies outside of Canada to the Canadian capital markets and listings on Toronto Stock Exchange and TSX Venture Exchange. Again, we are pleased to be co-sponsoring TSX Group’s 2008 U.S. Campaign.

Gowlings has more than 700 professionals with experience in a range of businesssectors, with particular strengths in the corporate finance, financial services, mining,energy and infrastructure, technology and life sciences industries. Work with us to build your future success.

We’re there for you…every step of the way.

T:7.5 in

T:10 in


langmichener.ca Vancouver Toronto Ottawa

Where Deals Get Done®

Northern Dynasty Minerals

Established Limited Partnership with Anglo American to Advance

Pebble Project

up to C$1.425 billion

Industrial-Alliance Pacific Life Insurance

and Financial Services Inc.

Project Financing

C$82 million

West FraserTimer Co. Ltd.

Acquisition of U.S.Lumber Business

US$325 million

Hanwei Energy Services Corp.

Special Warrants and Filed Short Form Prospectus:

TSX Listing

C$45 million

EasternPlatinum Limited

Public Offering

C$201.3 million

2007/2008 Successes

Nord Resources Corporation

Completed Special Warrant Equity Financing and

TSX Listings

C$23 million

Teck Cominco Limited

Acquired Aur Resources

C$4.1 billion

Great BasinGold Limited

Completed C$150M Financing, Regains 100% interest in Nevada Gold

Development

C$150 million

LM-TSX.indd 1 3/7/08 10:47:51 AM


Leading in Canadian business law. Osler, Hoskin & Harcourt LLP. Toronto Montréal Calgary Ottawa New York osler.com

What does it take to win? Our clients know. Our clients know.

CLIENT: osler TRIM: 7.5" x 10" PUBLICATION: TSX

JOB #: LIVE:

DESCRIPTION: FP 4C BLEED: INSERTION DATE:

AXMITH McINTYRE WICHT . 1910 Yonge Street . Toronto . ON . T: 416 484-6000 . F: 416 484-9846

Osler_TSX.indd 1 3/10/08 4:25:49 PM


Notes


Notes


www.tsx.com

A Capital OpportunityTSX Group is a world leading market for resource equities and

small cap public companies. The reach of Toronto Stock Exchange

and TSX Venture Exchange extends internationally, providing

access to capital for more than 3,900 companies. US$2.2 trillion* in

global market capitalization and leading-edge trading technology

make TSX Group a dynamic source of North American capital –

and a capital opportunity for your business.

2008 TSX U.S. Roadshows:

Denver April 22

Houston May 29

Minneapolis June 24

Phoenix October 1

San Diego October 30

Atlanta November 18

Raleigh November 20

Go to www.tsx.com/usa for details.

$$$$$

* Data as of 12/31/07

2008 U.S. Campaign Sponsors:

BMO Capital Markets Dorsey & Whitney LLP

Canaccord Adams Goodmans LLP

Research Capital Corporation Gowling Lafleur Henderson LLP

Lang Michener LLP

Olser, Hoskin & Harcourt LLP

$$

©TSX Inc. 2008. All rights reserved. This document, and certain of the information contained in this document, is TSX Inc.’s proprietary information.

Do not disclose, copy, distribute, sell or modify this document or any of its contents without TSX Inc.’s prior written consent. Neither TSX Inc. nor any of

its affiliated companies guarantees the completeness or accuracy of the information contained in this document and is not responsible for your use of,

or reliance on, the information. The information contained in this document is subject to change without notice. This document is for information

purposes only and is not an invitation to purchase securities listed on Toronto Stock Exchange or TSX Venture Exchange, nor should it be considered as

securities, legal or accounting advice. Professional advisors should be consulted.

Trade-MarksTSX, the TSX Design, TSX Group, Toronto Stock Exchange, TSX Venture Exchange, TSX Datalinx, TSX Markets, Natural Gas Exchange, NGX, NEX, Capital

Pool Company, LinxPointOne, and TSXconnect are registered trade-marks of TSX Inc.

CPC, On the Radar, TSX Venture 50, the TSX Venture 50 Design, and The Equicom Group are trade-marks of TSX Inc.

CNX Marketlink is a trade-mark of CNW Group Ltd. and is used under license.

S&P, as part of the composite S&P/TSX, refers to a trade-mark of The McGraw-Hill Companies, Inc. and is under license by TSX Inc.

Exchange RateThe average annual exchange rate for 2007 (average of 251 days) was used in converting Canadian dollars to U.S. dollars.

1 CDN$ = 0.93042187 US$


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A Capital Opportunity - Goodmans TSX GUIDE.pdf · The Equicom Group, our investor relations subsidiary, helps provide access to Canadian investment professionals. ... energy, manufacturing