��������

TSXV Sandbox is a formal and transparent forum for TSXV to consider unique listing proposals or new listing transaction structures. Through this initiative, TSXV aims to open up a dialogue with issuers whose listing proposals may not easily fit within our published policies, and encourage innovation and diversity among our listed issuers.

TSXV Sandbox does not include a prescribed list of eligibility criteria. The approach will be customized and adapted to each applicant.

If our listing requirements do not seem to be suitable for your situation and you have the feeling that you are trying to put a square peg in a round hole, TSXV Sandbox may be the option for you. Please contact your local TSXV Listings team.

Issuers or their advisors should contact their local TSXV Listings team. to discuss their listing proposal and determine if an application should be made to list via TSXV Sandbox.

There are no additional fees applicable to a TSXV Sandbox application. The regular New Listing Fees will apply, as described in Policy 1.3 of the TSXV Corporate Finance Manual.

TSXV may apply special conditions in order to facilitate the listing on an exceptional basis, such as enhanced disclosure, vesting requirements or other restrictions on security based compensation, or a distinct escrow regime. Any special conditions applied will be tailored for the unique circumstances of the listing.

TSXV Sandbox listings will be considered regular Tier 2 TSXV issuers, subject to the same policies and procedures as all other Tier 2 issuers on TSXV. These listings therefore do not require a different symbol extension to identify them as a TSXV Sandbox listings. However, TSXV Sandbox issuers will be required to identify themselves as a TSXV Sandbox issuer in all of their public disclosure.

TSXV will establish the conditions for exiting TSXV Sandbox at the time of the issuer’s initial listing. Exit conditions will be customized and adapted to address unique circumstances on the listing. Generally, we expect companies to be able to exit TSXV Sandbox within 12 months after listing.

The existing TSXV process for granting minor waivers on listing requirements will not change. TSXV will continue to use discretion in the application of policies and listing standards, as stated in Policy 1.1 of the TSXV Corporate Finance Manual. This flexibility has been the foundation of our operating model for years, giving hundreds of unique and early-stage companies the opportunity to participate in the TSXV ecosystem. The introduction of TSXV Sandbox will allow us to exercise greater discretion for high quality listings where the decision would be precedent setting due to a unique aspect of the issuer, its business, or the circumstances of the listing.

No. The purpose of TSXV Sandbox is to work collaboratively with high quality companies and their advisors to understand their business, learn about the uniqueness of their situation, and efficiently assess if and how we can exercise discretion in the application of our policies.

Contact your local TSXV Listings team. We will advise you if we see factors supporting our use of discretion consistent with the current practice under the regular listing path. If we determine that it is a unique situation with novel issues, we will direct you to use TSXV Sandbox.

No, TSXV will continue to use the regular review process. However, if the application involves particularly novel issues or precedent setting decisions, TSXV may opt to consider the application within TSXV Sandbox. Any such determination will be made in close consultation with the listing applicant.

Under our existing listing procedures, TSXV may consider waiving or modifying certain discreet Initial Listing Requirements where other aspects of the application are more advanced. An example of this is the potential for TSXV to waive the Prior Expenditures requirement for Tier 2 mining issuers, where the Qualifying Property is more advanced and is the subject of a significant recommended phase 1 exploration program.

Under TSXV Sandbox, more substantial listing requirements may be considered for waiver or modification. For instance, TSXV may consider listing a mining issuer with a substantially advanced Qualifying Property (e.g. near production) and a substantial cash balance, but that does not technically meet the Working Capital and Financial Resources listing requirement due to short-term credit facilities and/or significant capital expenditures needed to achieve production. In this scenario, TSXV may consider a TSXV Sandbox listing with appropriate conditions in place until the issuer completes a satisfactory financing or restructuring of its balance sheet.

No. At this time, TSXV Sandbox is for new listings and new listing transactions (e.g. qualifying transactions and reverse takeover transactions) only.

TSXV Sandbox has been developed to allow TSXV to consider unique listing proposals and transaction structures, and therefore, it is not possible to describe a “typical” TSXV Sandbox applicant. However, in addition to the possible mining issuer example described above, we expect TSXV Sandbox applicants to combine certain high quality metrics (e.g. advanced business, significant management experience and expertise, substantial capital raise) with a need for TSXV to consider waiving or modifying a significant listing requirement (e.g. financial resources, capital structure requirements, history of operations). Potential applicants and their advisors should consult with their local TSXV Listings team as early as possible to discuss any unique or novel situations.