(a) Generally the definition of a COB is not intended to apply to situations involving an Issuer acquiring or moving into a business that represents a vertical or horizontal business integration or where a resource Issuer is continuing in a different resource-based business. Issuers are encouraged to contact the Exchange for a pre-filing consultation to ascertain whether such a transaction will be deemed a COB.

(b) In certain circumstances, a transaction or series of transactions involving significant acquisitions, financings and/or management changes may alter the character of an Issuer to the extent that the Exchange will apply the standards applicable to a COB or RTO, notwithstanding that such transactions do not technically meet the criteria of a COB or RTO. Issuers undertaking a combination of such transactions should consult with the Exchange in advance to determine if the requirements applicable to a COB or RTO will be imposed on the Issuer in connection with such transactions.

Babs