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Special Circumstances Part II Why List on the Toronto Stock Exchange?

Interpretation

In this Manual,

"affiliates" has the same meaning as "affiliated companies" as found in the OSA and also includes those issuers that are similarly related, whether or not any of the issuers are corporations, companies, partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity issuing securities;

"associate" has the same meaning as found in the OSA;

"BEO" means a security in book-entry-only form in CDSX, the clearing and settlement system maintained by CDS;

"board lot" means 100 securities having a market value of $1.00 per security or greater; 500 securities having a market value of less than $1.00 and not less than 10¢ per security; or 1,000 securities having a market value of less than 10¢ per security;

"board of directors" has the same meaning as in National Instrument 51-102 — Continuous Disclosure Obligations;

"CDS" means CDS Clearing and Depositary Services Inc.;

"CDSX" means the automated clearing and settlement system administered by CDS;

"class" includes a series of a class of shares;

"Closed-end Fund" has the same meaning as "non-redeemable investment fund" as found in the OSA. TSX, in its discretion, shall determine if an issuer will be considered a Closed-end Fund;

"Common Securities" means, for the purposes of Section 624, Residual Equity Securities that are fully franchised, in that the holder of each such security has a right to vote each security in all circumstances calling for a vote under the applicable corporate or governing legislation, irrespective of the number of securities owned, that is not less, on a per security basis, than the right to vote attaching to any other security of an outstanding class of securities of the listed issuer;

"company" has the same meaning as found in the OSA and also includes a trust, partnership or other form of business organization;

"convertible security" means a security that, by its terms, is convertible into or exchangeable for listed securities, but does not include warrants or other securities that are exercisable for, or carry a right to purchase or cause the purchase of listed securities for additional consideration;

"CSA" means the Canadian Securities Administrators;

"director" has the same meaning as in the OSA;

"Due Bill" means an instrument used to evidence the transfer of title to any dividend, distribution, interest, security or right to a listed security contracted for, or evidencing, the obligation of a seller to deliver such dividend, distribution, interest, security or right to a subsequent purchaser.

"Eligible Interlisted Issuer" means a listed issuer that is also listed on a Recognized Exchange and that had less than 25% of the overall trading volume of its listed securities occurring on all Canadian marketplaces in the 12 months immediately preceding the date of an application or notice, as applicable, pursuant to Section 401.1 or 602.1 of the Manual;

"Eligible International Interlisted Issuer" means an Eligible Interlisted Issuer that is incorporated or organized in a Recognized Jurisdiction;

"equity security" includes a participating share and, except for the purposes of Appendix F, a nonparticipating share;

"escrowed funds" means the funds placed in trust or escrow as required under Section 1010;

"Exchange" or "TSX" means Toronto Stock Exchange;

"Exchange Traded Product" or "ETP" means redeemable equity securities ("Exchange Traded Fund" or "ETF") or debt securities ("Exchange Traded Note" or "ETN") offered on a continuous basis under a prospectus, which give an investor exposure to the performance of specific indices, sectors, managed portfolios or commodities through a single security. TSX, in its discretion, shall determine if the securities will be considered an ETP;

"Financial Institution" means a financial institution regulated by the Office of the Superintendent of Financial Institution ("OSFI") or, if a foreign financial institution, regulated by a regulatory body equivalent to OSFI with not less than $150 million market capitalization;

"founding securities" means securities in the SPAC held by the founding securityholders, excluding any purchased by founding securityholders under the IPO prospectus,concurrently with the IPO prospectus on the same terms, on the secondary market or under a rights offering by the SPAC;

"founding securityholders" means insiders and equity securityholders of a SPAC prior to the completion of the IPO who continue to be insiders or equity securityholders, as the case may be, immediately after the IPO;

"insider" has the same meaning as found in the OSA and also includes associates and affiliates of the insider; and "issuances to insiders" includes direct and indirect issuances to insiders; for the purposes of Section 613, TSX will consider as insiders of an issuer only those insiders who are "reporting insiders" as defined in National Instrument 55-104 - Insider Reporting Requirements and Exemptions;

"insider participation limit" means the number of the listed issuer's securities:

i) issued to insiders of the listed issuer, within any one year period, and
ii) issuable to insiders of the listed issuer, at any time,

under the arrangement, or when combined with all of the listed issuer's other security based compensation arrangements, which can not exceed 10% of the listed issuer's total issued and outstanding securities, respectively.

"International Interlisted Issuer" means an issuer incorporated or organized outside of Canada and listed on another exchange;

"investment fund" has the same definition found in the OSA;

"IPO" means an initial public offering;

"IPO prospectus" means the final prospectus for the initial public offering of the SPAC;

"IRC" means the independent review committee of an investment fund established under National Instrument 81-107 - Independent Review Committee for Investment Funds;

"issuer" means a corporation, company, partnership, limited partnership, trust, income trust or investment trust or any other organized entity issuing securities;

"listed issuer" means any issuer having securities listed on TSX;

"listed security" or "listed securities" means a security or securities listed on TSX;

"listing application" means an application for the original listing on the Exchange in the form found in Appendix A of the Manual;

"Manager" means a person or company who is a registered investment fund manager;

"Manual" means the TSX Company Manual;

"market price" means the VWAP on TSX, or another stock exchange where the majority of the trading volume and value of the listed securities occurs, for the five trading days immediately preceding the relevant date. In certain exceptional circumstances, the five day VWAP may not accurately reflect the securities' current market price, and TSX may adjust the VWAP based on relevant factors including liquidity, trading activity immediately before, during or immediately after the relevant period or any material events, changes or announcements occurring immediately before, during or immediately after the relevant period. Market price is as at the date: (a) provided for in the binding agreement obligating the issuer to issue the securities (either the date of the binding agreement or some future date); or (b) the date the Section 607(e) Form 11A notice is received by TSX, requesting price protection. TSX will accept a signed term sheet, engagement letter, letter of intent, agency agreement, underwriting agreement or other similar agreement as the binding agreement. lf the listed securities are suspended from trading or have not traded on TSX or another stock exchange for an extended period of time, the market price will be the fair market value of the listed securities as determined by the listed issuer's board of directors;

"Market Surveillance" means the Market Surveillance Department of the Investment Industry Regulatory Organization of Canada.

"materially affect control" means the ability of any security holder or combination of security holders acting together to influence the outcome of a vote of security holders, including the ability to block significant transactions. Such an ability will be affected by the circumstances of a particular case, including the presence or absence of other large security holdings, the pattern of voting behaviour by other holders at previous security holder meetings and the distribution of the voting securities. A transaction that results, or could result, in a new holding of more than 20% of the voting securities by one security holder or combination of security holders acting together will be considered to materially affect control, unless the circumstances indicate otherwise. Transactions resulting in a new holding of less than 20% of the voting securities may also materially affect control, depending on the circumstances outlined above;

"NAV" means net asset value and has the same meaning as provided in National Instrument 81-106 - Investment Fund Continuous Disclosure;

"NCIB" means normal course issuer bid;

"Non-Corporate Issuer" means an ETP, Closed-end Fund and / or Structured Product;

"Non-Voting Securities" means, for the purposes of Section 624, Restricted Securities which do not carry the right to vote at security holders' meetings except for a right to vote in certain limited circumstances (e.g. to elect a limited number of directors or to vote in circumstances where the applicable corporate legislation provides the right to vote for securities which are otherwise non-voting);

"OSA" means the Securities Act of the Province of Ontario as amended from time to time, the regulations and policies thereunder and any replacement legislation;

"OSC" means the Ontario Securities Commission;

"participating organization" means any person granted access to TSX's trading system in accordance with Part 2 of TSX's trading rules provided such access has not been terminated or suspended;

"participating security" or "participating share" means a security that carries a residual right to participate in the earnings of a company and in its assets upon liquidation or winding up but, unless otherwise stated, does not include a security that only carries such residual right if converted into, or otherwise used to acquire, another security;

"permitted investments" means investments in the following: cash or in book based securities, negotiable instruments, investments or securities which evidence: (i) obligations issued or fully guaranteed by the Government of Canada, the Government of the United States of America or any Province of Canada or State of the United States of America; (ii) demand deposits, term deposits or certificates of deposit of banks listed Schedule I or Schedule III of the Bank Act (Canada), which have an approved credit rating by an approved credit rating organization (as defined under National Instrument 45-106 - Prospectus and Registration Exemptions); (iii) commercial paper directly issued by Schedule I or Schedule III Banks which have an approved credit rating by an approved credit rating organization (as defined under National Instrument 45-106 - Prospectus and Registration Exemptions); or (iv) call loans to and notes or bankers' acceptances issued or accepted by any depository institution described in (ii) above;

"person" has the same meaning as found in the OSA;

"Preference Securities" means, for the purposes of Section 624, securities to which there is attached a genuine and non-specious preference or right over any class of Residual Equity Securities of the listed issuer;

"principal regulator" means the issuer's principal regulator determined in accordance with Multilateral Instrument 11-102 - Passport System;

"public holder" of securities of a company means a security holder who is not a director or officer of the company and who does not own or control, directly or indirectly, securities carrying more than 10% of the votes attached to all of the outstanding voting securities of the company;

"publicly held" securities means securities held by public holders;

"qualifying acquisition" means the acquisition of assets or one or more businesses by a SPAC which result in the issuer meeting the Exchange's original listing requirements set out in Part III of the Manual;

"Recognized Exchange" includes the following exchanges and marketplaces: New York Stock Exchange, NYSE MKT, NASDAQ, London Stock Exchange Main Board, AIM, Australian Securities Exchange, Hong Kong Stock Exchange Main Board, Investors Exchange and others, as may be determined by TSX from time to time;

"Recognized Jurisdiction" includes the following: Australia, England, Hong Kong and the State of Delaware and other jurisdictions with corporate statutes substantially modelled after these jurisdictions. Other jurisdictions may also be acceptable, as may be determined by TSX from time to time. In making its determination, TSX will compare the corporate statutes of these jurisdictions against the Canada Business Corporations Act;

"related party" has the same meaning as found in the OSA;

"Residual Equity Securities" means, for the purposes of Section 624, securities which have a residual right to share in the earnings of the listed issuer and in its assets upon liquidation or winding up;

"Restricted Securities" means, for the purposes of Section 624, Residual Equity Securities which are not Common Securities;

"Restricted Voting Securities" means, for the purposes of Section 624, Restricted Securities which carry a right to vote which is subject to some limit or restriction on the number or percentage of securities which may be voted by a person or company or group of persons or companies (except where the restriction or limit is applicable only to persons or companies who are not Canadians or residents of Canada);

"SecureFile" means TSX SecureFile, the secure web-based filing system that enables listed issuers to file reporting forms and other documents to TSX;

"security" or "securities" has the same meaning as found in the OSA, and is used interchangeably with "share" or "shares";

"share" has the same meaning as security and also includes an equity interest in a trust, partnership or other form of business organization;

"SPAC" means a special purpose acquisition corporation;

"STAC" means the Securities Transfer Association of Canada;

"Structured Product" means securities generally issued by a Financial Institution under a base shelf prospectus and pricing supplement where an investor's return is contingent on, or highly sensitive to, changes in the value of underlying assets, indices, interest rates or cash flows. Structured Products include securities such as non-convertible notes, principal or capital protected notes, index or equity linked notes, tracker certificates and barrier certificates. TSX, in its discretion, shall determine if the securities will be considered a Structured Product;

"Subordinate Voting Securities" means, for the purposes of Section 624, Restricted Securities, which carry a right to vote at security holders' meetings but another class of securities of the same listed securities carries a greater right to vote, on a per security basis;

"TSX" or "Exchange" means the Toronto Stock Exchange; and

"VWAP" means the volume weighted average trading price of the listed securities, calculated by dividing the total value by the total volume of securities traded for the relevant period. Where appropriate, TSX may exclude internal crosses and certain other special terms trades from the calculation.


Special Circumstances Part II Why List on the Toronto Stock Exchange?

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