North American Exchanges A brief outline to getting started

Agenda  Exchange History/Securities Traded  NYSE  NASDAQ  TSX  TSX-V  Listing Requirements  NYSE  NASDAQ  TSX  TSX-V  Cross Listing  Exchange History/Securities Traded  NYSE  NASDAQ  TSX  TSX-V  Listing Requirements  NYSE  NASDAQ  TSX  TSX-V  Cross Listing

Exchange Overview  United States Exchanges 1. AMEX 2. NYSE 3. NASDAQ BULLETIN BOARD PINK SHEETS  Canadian Exchanges 1. TSX 2. TSX-V

American Stock Exchange  History:  Began in 1800s  Streets of New York  1921 moved indoors to Trinity Place  Merged with NASDAQ in 1998

 3rd largest exchange in North America  Auction Market  Caters to smaller companies  Owned by NASD American Stock Exchange

 Common and Preferred stock  Exchange Traded Funds ( over 200 )  Options  One of the largest options exchanges in the world  Options are traded on Common stock, ETF’s, ADR’s, HOLDR’s, LEAP’s, FLEX’s American Stock Exchange

New York Stock Exchange  Began in 1972  Focused on Government Securities in early years  Dow Jones began following NYSE in 1896

 Top Companies:  Walt Disney  Wal Mart  Ford  3M  Proctor & Gamble New York Stock Exchange

NASDAQ  Began in 1971 as the 1 st electronic exchange in the world  Increase trading of OTC stock  Dealers market

 Top Companies:  APPLE  Microsoft  Intel  Google  Sun Microsystems NASDAQ

OTC Bulletin Board/Pink Sheets  Began in June 1990 on a pilot basis  Approved for permanent status in 1997  Provide Transparency in OTC markets

 Securities include:  National, regional and foreign equity issues  Warrants  Units  American Depositary Receipts (ADRs)  Direct Participation Programs (DPPs) OTC Bulletin Board/Pink Sheets

Toronto Stock Exchange  Began in 1852  Largest stock exchange in Canada, 7 th largest in the world  Lists 4,000 securities, averaging 250 million shares traded per day.

 Owned and run by TSX Group  Trades senior securities with strong historical performance  Became “for profit” company in 2000 Toronto Stock Exchange

 Top Companies:  Suncor  EnCana  Shell Canada  TD Bank  RBC Toronto Stock Exchange

TSX Venture Exchange  Began as Canadian Venture Exchange (CDNX)  Acquired by TSX group in 2001  For companies who do not meet listing requirements of TSX

New York Stock Exchange  Listing Requirements  US Companies  Non-US Companies  Associated Fees  Continued Listing Requirements  Listing Requirements  US Companies  Non-US Companies  Associated Fees  Continued Listing Requirements

New York Stock Exchange  Meet certain qualifications 1. National interest 2. Stability in industry 3. Engaged in expanding industry  Keep public informed  Must be a going concern  Meet certain qualifications 1. National interest 2. Stability in industry 3. Engaged in expanding industry  Keep public informed  Must be a going concern Listing Requirements

New York Stock Exchange Listing Requirements – US Companies Companies listing in connection with an IPO, Affiliated Companies, and Companies listing following emergence from bankruptcy: Number of holders of 100 shares of more or of a unit of trading if less than 100 shares and 400 Number of publicly held shares 1,100,000

New York Stock Exchange Companies listing in connection with a transfer or quotation: Number of holders of 100 shares of more or of a unit of trading if less than 100 shares or 400 Total stockholders, together with Average monthly trading volume or 2, ,000 shares Total stockholders, together with Average monthly trading volume and 500 1,000,000 shares Number of publicly held shares 1,100,000 Listing Requirements – US Companies

New York Stock Exchange Listing Requirements – Non-US Companies A company must meet the following distribution and size requirements: Number of shareholder, holders of 100 or more shares 5,000 Worldwide Number of shares publicly held 2.5 million Worldwide Market value of publicly-held shares Or for the companies listing under the Affiliated Company standard $100 million Worldwide $60 million Worldwide

New York Stock Exchange Associated Fees Listing Fees Calculating Listing Fees  US Issuers  Foreign Private Issuers Annual fees  US Issuers  Foreign Private Issuers Maximum Payable Annual Fees Listing Fees Calculating Listing Fees  US Issuers  Foreign Private Issuers Annual fees  US Issuers  Foreign Private Issuers Maximum Payable Annual Fees

New York Stock Exchange For companies that listed under the Earnings standard: Average global market capitalization over a consecutive 30 trading-day period is less than: and $75 million Total stockholders equity is less than: or $75 million Average global market capitalization over a consecutive 30 trading-day period is less than: $25 million Continued Listing Requirements

New York Stock Exchange For companies that listed under the Pure Valuation with Cash Flow standard: Average global market capitalization over a consecutive 30 trading-day period is less than: and $250 million Total revenues for the most recent 12 months: or $20 million Average global market capitalization over a consecutive 30 trading-day period is less than: $75 million Continued Listing Requirements

New York Stock Exchange For companies that listed under the Pure Valuation standard: Average global market capitalization over a consecutive 30 trading-day period is less than: and $375 million Total revenues for the most recent fiscal year are less than: or $15 million Average global market capitalization over a consecutive 30 trading-day period is less than: $100 million Continued Listing Requirements

NASDAQ Listing Requirements  Global Select Market  Global Market  Capital Market Associated Fees  Entry Fees  Annual Fees Continued Listing Requirements Listing Requirements  Global Select Market  Global Market  Capital Market Associated Fees  Entry Fees  Annual Fees Continued Listing Requirements

NASDAQ Listing Requirements RequirementsStandard 1Standard 2Standard 3 Net Tangible Assets $6 million$18 millionN/A Market Capitalization Total Assets Total Revenue N/A $75 million or $75 million or $75 million Pretax Income (latest fiscal yr or 2 of last 3 fiscal yrs) $1 millionN/A Public Float (shares) 1.1 million Operating History N/A2 yearsN/A Market Value of Shares $8 million$18 million$20 million Minimum Bid Price $5.00 Round Lot Shareholders 400 Market Makers 334 Corporate Governance Yes yes

NASDAQ Associated Fees – NASDAQ Global Select & Global Market  Entry fees SharesEntry Fees Up to 30 million$100, to 50 million$125,000 Over 50 million$150,000  Annual fees Total Shares OutstandingAnnual FeesAnnual Fees for ADRs Up to 10 million$30,000$21, to 25 million$35,000$26, to 50 million$37,500$29, to 75 million$45,000$30, to 100 million$65,500$30, to 150 million$85,000$30,000 Over 150 million$95,000$30,000

NASDAQ Associated Fees – NASDAQ Capital Market  Entry fees SharesEntry Fees Up to 15 million$50,000 Over 15 million$75,000  Annual fees Total Shares OutstandingAnnual FeesAnnual Fees for ADRs Up to 10 million$27,500$17,500 Over 10 million$27,500$21,000

NASDAQ Continued Listing Requirements RequirementsStandard 1Standard 2 Net Tangible Assets $4 millionN/A Market Capitalization Total Assets Total Revenue N/A$50 million or $50 million or $50 million Pretax Income (latest fiscal yr or 2 of last 3 fiscal yrs) $1 millionN/A Public Float (shares) 750, million Operating History N/A Market Value of Shares $5 million$18 million Minimum Bid Price $1.00$5.00 Round Lot Shareholders 400 Market Makers 24 Corporate Governance Yes

Toronto Stock Exchange Listing Requirements  Who Should List?  Financial Requirements  Foreign Companies Associated Fees Listing Requirements  Who Should List?  Financial Requirements  Foreign Companies Associated Fees

Toronto Stock Exchange Who Should List?  Well Managed  Growth Oriented  Strong Track Record  Publicly Distributed Who Should List?  Well Managed  Growth Oriented  Strong Track Record  Publicly Distributed Listing Requirements

Toronto Stock Exchange Financial Requirements Listing Requirements Canadian Companies Minimum number of shareholders300 Number of publicly traded shares at the time of issue1,000,000 Minimum value of these 1,000,000 shares$4,000,000 Net Tangible Assets$2,000,000 Earnings from ongoing operations$300,000 Cash Flow preceding listing$700,000 Cash Flow in year following listing$500,000

Toronto Stock Exchange Financial Requirements  Additional Requirements Financial Requirements  Additional Requirements Listing Requirements Foreign Companies Minimum number of shareholders3,000 Number of publicly traded shares at the time of issue1,000,000 Minimum value of these shares$10,000,000 Net Tangible Assets$10,000,000 Earnings from ongoing operations$2,000,000

Associated Fees  Listing Fees Range from $15,000 - $150,000  Annual Fees  TSX Group, Investment Dealers, Provincial Securities Commissions, etc… Associated Fees  Listing Fees Range from $15,000 - $150,000  Annual Fees  TSX Group, Investment Dealers, Provincial Securities Commissions, etc… Toronto Stock Exchange Associated Fees

TSX Venture Exchange Listing Requirements  Who Should List?  Tier 1  Financial Requirements  Tier 2  Financial Requirements Associated Fees Listing Requirements  Who Should List?  Tier 1  Financial Requirements  Tier 2  Financial Requirements Associated Fees

Who Should List?  Tier 1  Reserved for ‘Premier’ junior companies  Emerging Companies  Goals toward senior status  Tier 2  Early Stage junior companies  Seeking access to public venture capital Who Should List?  Tier 1  Reserved for ‘Premier’ junior companies  Emerging Companies  Goals toward senior status  Tier 2  Early Stage junior companies  Seeking access to public venture capital TSX Venture Exchange Listing Requirements

TSX Venture Exchange Tier 1 – Financial Requirements Listing Requirements – Tier 1 Minimum number of shareholders300 Number of publicly traded shares1,000,000 Minimum Value of these shares$1,000,000 Minimum portion of issued securities held by public20% Net Tangible Assets (Dependant upon industry)$1,000,000 - $5,000,000 Earnings from operations (Dependant upon industry)$100,000 - $300,000

TSX Venture Exchange Tier 2 – Financial Requirements Listing Requirements – Tier 2 Minimum number of shareholders300 Number of publicly traded shares500,000 Minimum Value of these shares$500,000 Minimum portion of issued securities held by public20% Net Tangible Assets (Dependant upon industry)$500,000 - $2,000,000 Earnings from operations (Dependant upon industry)$50,000 - $250,000

Associated Fees  Listing Fees Range from $5,000 - $30,000  Annual Fees  Additional Fees  Upgrade from tier 2 to tier 1 Associated Fees  Listing Fees Range from $5,000 - $30,000  Annual Fees  Additional Fees  Upgrade from tier 2 to tier 1 TSX Venture Exchange Associated Fees

What is Cross-listing Cross listing refers to shares that are officially listed on more than one exchange. They are traded freely away from their domestic centre. Cross listing refers to shares that are officially listed on more than one exchange. They are traded freely away from their domestic centre.

Advantages of Cross-listing Reduction in the firm’s risk  Lower cost of equity  Higher returns Increased Liquidity  Increased Visibility  Greater Analyst Coverage  Better investment recognition Increase potential shareholders  Increases US holdings of stock Reduction in the firm’s risk  Lower cost of equity  Higher returns Increased Liquidity  Increased Visibility  Greater Analyst Coverage  Better investment recognition Increase potential shareholders  Increases US holdings of stock

Disadvantages of Cross-listing Major costs  Registration  Compliance Change Accounting Practices  Must meet GAAP Submit Periodic Filings  Disclose all information Major costs  Registration  Compliance Change Accounting Practices  Must meet GAAP Submit Periodic Filings  Disclose all information Non-Canadian Firms

Disadvantages of Cross-listing No real disadvantages for Canadian firms  Minimal Reporting to SEC needed  Multi-Jurisdictional Disclosure System (MJDS) No real disadvantages for Canadian firms  Minimal Reporting to SEC needed  Multi-Jurisdictional Disclosure System (MJDS) Canadian Firms

Solutions for Canadian and Foreign firms Canadian Firms  Should Utilize Cross-listing  Many Advantages  Few Disadvantages Foreign Firms  Do not Cross-list  Use ADR’s instead  Do not have to follow any rules  Bank takes on all responsibility Canadian Firms  Should Utilize Cross-listing  Many Advantages  Few Disadvantages Foreign Firms  Do not Cross-list  Use ADR’s instead  Do not have to follow any rules  Bank takes on all responsibility

Where to Cross-list  New York  Largest Market (capitalization)  Lowest Transaction Costs  Most # ADR’s  Lowest # Cross Listed  London  Easy and Low cost to list  Low reporting requirements  Tokyo  High Commissions  Low Volume (not very Liquid)  New York  Largest Market (capitalization)  Lowest Transaction Costs  Most # ADR’s  Lowest # Cross Listed  London  Easy and Low cost to list  Low reporting requirements  Tokyo  High Commissions  Low Volume (not very Liquid)

Thank You Any Questions?