Peruvian-Canadian Chamber of Commerce: Dual-Listings on the TSX and BVL

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1 FINANCIAL INSTITUTIONS ENERGY INFRASTRUCTURE, MINING AND COMMODITIES TRANSPORT TECHNOLOGY AND INNOVATION PHARMACEUTICALS AND LIFE SCIENCES Peruvian-Canadian Chamber of Commerce: Dual-Listings on the TSX and BVL Heidi Reinhart Associate, Norton Rose OR LLP and Jennifer Armstrong Associate, Macleod Dixon LLP

2 2 The Toronto Stock Exchange Source: Standard and Poors World Exchange Overview T he Toronto Stock Exchange T oronto Stock Exchange Exchange Information Established: Constituent Countries: 1852 Canada Total Market Cap (Equity): $1.1K Primary Country: Number of IPOs (2010): 119 TSX, Inc. operates as a senior equities market in Canada.TSX, Inc. was Formerly known as Toronto Stock Exchange, Inc. and changed its name to TSX, Inc. in The company was founded in 1852 and is based in Toronto, Canada. TSX, Inc. operates as a subsidiary of TMX Group Inc.. Headquarters: P.O. Box King Street W. Toronto, ON M5X 1J2 Phone: Listings

3 3 Lima Stock Exchange ( BVL after its initials in Spanish) Source: Standard and Poors World Exchange Overview Bolsa de Valores de L im a (L i ma Stock Exchange) ww.b v l.com. pe/ Bolsa de Valores de Lima Exchange Information Established : Constituent Countries: P eru Tota l M arket Cap (Equity): $ Prim ary Country: Number of Domestic IPOs (): Bolsa de Valores de Lima S.A. offe rs securities trading services in Peru. Founded in 1860, Bolsa de Valores de Lima (BVL) is thestock exch ange of Peru, situ ated in the capital Lima. Headquarters: Pasaje Acuña 106 Lima 100 Phone: Listin gs

4 4 Peru: A Mining Center Peru is one of the world s main silver producers. It is the No. 2 producer of silver and copper in the world and in Latin America. Peru is the No. 1 producer of gold, tin, zinc, lead, indium, tellurium and bismuth in Latin America. Peru ranks as the No. 2 zinc producer, No. 3 tin producer, No. 4 lead producer, and No. 6 gold producer worldwide.

5 5 TSX and TSX-V Mining Companies Source: InfoMine and TMX.com TSX and TSX-V Mining Companies Properties in Peru (August, 2011) Exchange Total Number of Mining Companies Number of Mining Companies with Properties in Peru Number of Properties TSX TSX-V 1, Total 1,

6 Companies listed on the BVL Source: BVL and BVL-V websites 6 Companies listed on the BVL (August, 2011) There are 267 companies in total listed on the Lima Stock Exchange 28 are regular mining companies 13 are junior mining companies Exchange Percentage of Total Listed Companies that are Mining Companies Total Number of Mining Companies BVL (Regular) 10.48% 28 BVL-V (Junior exploitation phase - miners) 4.86% 13 TOTAL 15.34% 41

7 7 Regular Mining Companies listed on BVL Source: BVL website Amerigo Resources Ltd. AQM Copper Inc. Regular Mining Companies (August, 2011) Minera Andina de Exploraciones S.A.A. Minera Barrick Misquichilca S.A. Castrovirreyna Compañía Minera S.A. Compañía de Minas Buenaventura S.A.A. Compañía Minera Atacocha S.A.A. Compañía Minera Milpo S.A.A. Compañía Minera Poderosa S.A. Compañía Minera Raura S.A. Compañía Minera San Ignacio de Morococha S.A. Compañía Minera Santa Luisa S.A. Fortuna Silver Mines Inc. Fosfatos del Pacífico S.A. FOSPAC S.A. Gold Fields La Cima S.A.A. Marmoles y Granitos S.A. (MYGSA) Minera IRL Limited Minsur S.A. Perubar S.A. Shougang Hierro Peru S.A.A. Sociedad Minera Cerro Verde S.A.A. Sociedad Minera Corona S.A. Sociedad Minera El Brocal S.A.A. Southern Copper Corporation Southern Copper Corporation Sucursal del Peru Sunset Cove Mining Inc. Trevali Mining Corporation Volcan Compañía Minera S.A.A.

8 8 Junior Mining Companies listed on BVL V Source: BVL-V website Junior Mining Companies (August, 2011) Alturas Minerals Corp. Bear Creek Mining Corporation Candente Copper Corp. * Candente Gold Corp. * Inca Pacific Resources Inc. Luna Gold Corp. Panoro Minerals Ltd. Rio Alto Mining Limited Rio Cristal Resources Corporation Sienna Gold Inc. Sulliden Gold Corporation Ltd. Vena Resources Inc. * Zincore Metals Inc. * * In process of entering the BVL / recently entered the TSX

9 9 Interlisted Mining Companies TSX / TSX-V and BVL / BVL-V Source: TSX and BVL websites Interlisted Mining Companies (August, 2011) Alturas Minerals Corp. Amerigo Resources Ltd. AQM Copper Inc. Bear Creek Mining Corporation Candente Copper Corp. Candente Gold Corp. Fortuna Silver Mines Inc. Inca Pacific Resources Inc. Luna Gold Corp. Panoro Minerals Ltd. Rio Alto Mining Limited Rio Cristal Resources Corporation Sienna Gold Inc. Sulliden Gold Corporation Ltd. Sunset Cove Mining Inc. Trevali Mining Corporation Vena Resources Inc. Zincore Metals Inc. Minera IRL Limited

10 10 Canadian Regulatory Overview Canadian Securities Laws Laws are largely harmonized through National Instruments: Prospectus offerings Exempt offerings (private placements) - applicable 4-month hold period for purchased securities Take-over bids Continuous disclosure obligations Corporate governance Companies deal with a designated principal regulator Toronto Stock Exchange Rules TSX Company Manual TSX Venture Exchange Corporate Finance Manual Corporate Laws Public companies are not required to be incorporated in Canada No requirement to have resident Canadian directors under TSX/TSX-V rules

11 11 Peru Regulatory Overview Peru is evidenced as having a friendly market environment for business. There are no taxes or restrictions on short-term or long-term capital flows in or out of the country. The exchange rate is market driven and there are no taxes or restrictions to buying/selling foreign currency in Peru. Canada and Peru have entered into 3 agreements effective August 1, 2009: Canada-Peru Free Trade Agreement Labour Cooperation Agreement Agreement on the Environment

12 12 Practical differences for BVL companies interested in listing on the TSX Peruvian companies wishing to achieve a TSX listing or interested in raising capital should be prepared for a greater volume and complexity of legal documentation. TSX listings and Canadian capital raisings involve lawyers to a far greater degree than in Lima (even for routine placements), since transactions are lawyer-driven, due to Canadian stock exchange and securities regulation. There are differences in documentation required for TSX and BVL listings. TSX requires that the Board have a minimum of two independent directors and directors with experience in Canadian capital markets. Increased costs in terms of management time, frequent travel to Canada, and additional resources to list as a TSX entity, should be considered.

13 13 Advantages of listing on the TSX and the TSX V Market sentiment: Certain North American investors may be more attracted to a company with a "local" listing. Access to capital for growth: BVL does not provide access to the levels of investment capital that are available on the TSX. Heightened company profile: Increased press coverage and analyst's reports, helping to maintain liquidity of shares. Objective market value: Potential re-rating or revaluation of the company. Increased liquidity. New market for shares.

14 14 Advantages of listing on the BVL and the BVL V Peruvian investors have an appetite for locally-listed companies. BVL has streamlined its processes to match the TSX/TSX-V more than other international exchanges (AIM, ASX, Johannesburg). Favourable economic conditions and a rapidly growing globalization process. Local industry knowledge. Secure funding for the exploration phase through the BVL-V, allowing you to save other sources of funding for other phases of the mining process. Enjoy the benefit of having the shares of your company listed in two different stock markets at the same time, following a simplified procedure.

15 15 Doubling Up: The TSX / TSX-V and BVL / BVL-V If your company is already listed on TSX, you may list on BVL without making a Primary Public Offer, however consider: On-going expenses - underwriting, legal (all applicable jurisdictions), audit, registrar and transfer fees, fees to stock exchanges, fees to securities regulators. Corporate governance more complicated since issuer is listed in multiple jurisdictions. Continuous disclosure obligations and regulatory compliance. Dual-listings help to increase companies liquidity in their main market. Check to see if there are exemptions under various rules for foreign issuers.

16 16 Doubling Up: MILA Integrated Market MILA - after its initials in Spanish - is the Integrated Latin American Market formed by the BVL and the Colombian and Chilean Stock Markets - Bolsa de Valores de Colombia ( BVC ) and Bolsa de Comercio de Santiago ( BCS ). MILA began operating on May 30 th, 2011, pursuant to Resolution , issued by CONASEV on October 29, MILA is the largest market in the region in number of issuers, the second largest in market capitalization and third in terms of trading volume after Brazil and Mexico. The listing is automatic for an issuer listed on the BVL, at its request. Any investor able to invest in its local market, can do so through MILA without additional requirements. It allows the issuer to: have access to a wider market, expand demand for its own financing by attracting the interest of more investors, and reducing capital costs for companies. Ensures harmonization of practices, standards and market regulations with the realities of a globalized market. Markets are accessed through an automatic and international routing model. Technology strengthening implementation of international standards. Recognition of securities/foreign issuers (integrated market) for public offering in the three markets.

17 17 Doubling Up: MILA Integrated Market (cont.) Each Exchange continues to manage its own market. Moreover, the negotiations are conducted according to the rules of the market where the securities are listed. The exchanges manage accounts according to the rules where the shares are listed. Supervision of issuers is the responsibility of the authority of the country in which the respective issuer and/or security (i.e. in Peru, CONASEV) is listed. Relevant information or events of importance of the issuers must be simultaneously available to all market participants of the integrated market, pursuant to the rules of its primary market. MILA provides different options for investors, since BCS is strong in commercial and energy stocks, BVL has a solid reputation in the mining sector and BVC is well known for petroleum and holding companies. Transactions are performed in local currencies (Colombian pesos / Peruvian soles / Chilean pesos). The relationship of intermediaries in each country will be with the local Exchanges, with local deposits and local authorities. In order for a Colombian or Chilean intermediary to have access to the Peruvian shares traded on MILA, subscription service agreements with local intermediaries are required. Foreign investment treatment makes it easier for capital flow among the markets.

18 18 MILA Trading Volume Integrated Shares Market trade: US$250-$300 Million daily Daily Average Trading Chile Colombia Peru Total US$ 1,000, US$ 500, US$ 100,

19 19 Listing foreign securities on BVL V that are already listed on TSX V The mining companies already listed on TSX-V are deemed Junior Mining Companies Category II by the BVL-V, and therefore the submission requirements for such companies to list their securities on BVL-V are less strict and very straightforward. The securities of a Junior Mining Company Category II will be automatically listed on the BVL, upon request by the issuer or a stock exchange agent, and after complying with certain requirements, and verifying that the securities are indeed traded on TSX-V. The BVL will be responsible for facilitating access to the public information system which provides the information submitted by the Junior Company to the TSX-V.

20 20 Requirements for listing foreign securities on the BVL V that are already listed on the TSX V Information of the Issuer: commercial denomination of the issuer, date of incorporation, domicile, country of origin, main economic activity and area of business, total amount of shareholders, capital stock paid expressed in local and foreign currency. Information on the securities to be listed: nominal value, rights conferred, international securities identification number ( ISIN ), mnemonic, the exchange on which they are listed, and they type of right pending payment, and information regarding the custodian institution of such securities. Information about the Company's Representatives: of the individuals authorized to act on the name of the company before the BVL during the term of the listing (who shall be domiciled in Peru), and of those persons authorized to file for the listing. A copy of the power of attorney granting such authorizations is required.

21 Requirements for listing foreign securities on the BVL V that are already listed on the TSX V (cont.) 21 Information regarding the title over the Qualified Property: Sworn Affidavit issued by the Company declaring the type of ownership over the qualified property, whether direct or indirect. Corporate authorizations issued by the Company: to incorporate the securities into the stock trading system of the BVL, and to comply with the rules and regulations of the BVL. Sworn Affidavit stating that all the information submitted to the TSX-V is available, in real time, through a website to which the public can have access, and provide such address.

22 Requirements for listing foreign securities on the BVL V that are already listed on the TSX V (cont.) 22 Sponsor Reports: The Sponsor shall submit the following documents: (i) Report regarding the restrictions on transfers affecting the holders of the securities to be listed, and the conditions, as applicable, (ii) Listing Report which consists of a general overview of the business of the company, the proposed transaction, the business plan, the main contracts and agreements, the capacity of the directors and managers, and the result from the evaluation on the working capital requirement, and (iii) Declaration that the company meets all the requirements pursuant to Peruvian law to list their securities on the BVL-V All information required by the TSX-V, at the same time required by such markets Pay the required listing fees and maintaining fess u u Junior companies are required to pay a fee depending on the number of shares they would list. The maximum amount required to be paid for the initial listing is S/. 23,100, which gives the company the right to list any amount of shares they want. The maximum amount required to be paid as maintenance fee is S/.825 Regular mining companies are required to pay an initial listing fee and maintenance fee depending on the number of shares they will list and the amount of capital stock registered with the BVL

23 Requirements for Dual-Listing on the TSX/TSX V 1. Set up an advisory meeting 2. Listing documents required to be filed: Draft listing application and principal disclosure document TSX acceptable documents include a Canadian AIF, a long form prospectus, a form 10K (US) TSX-V acceptable documents include a long form prospectus and a Form 2B application Personal information form (PIF) PIF is required for all insiders Financial statements TSX requirement TSX-V requirement

24 Requirements for Dual-Listing on the TSX/TSX V (cont.) Articles and by-laws (constating documents) Review of shareholder protections and rights may be required Projected sources and uses of funds Mining and Oil & Gas applicants Sponsorship report (if applicable) Technical reports for Mining and Oil & Gas applicants Full and up-to-date reports required on the material properties, prepared in accordance with NI (mining) and NI (oil & gas) Material contracts and other required documents Application fees 3. Conditional Approval 4. Listing and trading commences

25 Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX V vs. BVL / BVL V 25 Requirement TSX/TSX-V BVL Material Change Report Early Warning Reports Significant Acquisition Report Communications with Shareholders File within 10 days of a material change (must immediately issue and file a press release authorized by an executive officer disclosing the nature and substance of the change). Shareholder to immediately notify market when shareholdings reach 10% and thereafter every time an additional 2% is acquired. Business acquisition report filed within 75 days of acquisition for a significant acquisition as defined in NI (20% for TSX; 40% for TSX-V). Management information circular and form of proxy to be filed and delivered to shareholders in connection with shareholder meetings. File as soon as the change takes place, at least 1 business day after the change has been agreed upon. These include: (i) amendments to the by-laws, (ii) distribution of profits, (iii) dividend policy, (iv) mergers and acquisitions, (v) change of directors, (vi) reduction or increase of capital stock, among others. Company must notify within 5 days of the transaction when: (i) a company s director or manager, and their family, acquire 1% or more of the stocks issued; and (ii) a person acquires 10% or more of the stock issued. Business acquisitions must be reported the next business day after the agreement is executed. If deemed appropriate, the company can petition for an exemption to report, under the reserved information criteria, in which case 3/4 of the directors or shareholders must agree to do so. 5% of the voting shares of the total capital stock of the Company can call shareholders meetings. Requirement to publish a circular calling the shareholders meetings at least 25 days prior to the date of the meeting.

26 Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX V vs. BVL / BVL V (cont.) 26 Requirement TSX / TSX V BVL Annual Information Form TSX: File within 90 days of end of financial year; TSX-V: Not required. File audited individual and consolidated financial statement the next day after being approved or before April 15 of each year. If failing to comply, the Commission can perform an inspection in the offices of the Company. CEO & CFO Certification Concurrently with annual and quarterly filings CEOs and CFOs required to certify, among other things, that the financial statements, together with other financial information included in their companies filings fairly represent in all material respects the financial condition, results of operations and cash flows of the issuer. Legal Representative and Licensed Statutory Auditor must certify the Financial Statements submitted. Interim Financial Statements File interim financials and related MD&A within (i) 45 days (60 days for TSX-V) from end of the interim period, and (ii) date of filing in foreign jurisdiction. File quarterly financials, the day after their approval or within 30 days, including: (i) Balance Sheet, (ii) P&L, (iii) Statement of changes in equity, (iv) Cash flow statements, and (v) BOD s reports.

27 Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX V vs. BVL / BVL V (cont.) 27 Requirement TSX / TSX V BVL Annual Financials File financial statements and MD&A on or before the earlier of (i) 90 days (120 days for TSX-V) from the end of financial year (concurrent with AIF for TSX), and (ii) the date of filing in foreign jurisdiction. File audited individual and consolidated financial statement the next day after being approved or before April 15 of each year. Insider Reporting Certain insiders (directors, officers and 10% shareholders) to file an insider report within 10 calendar days after becoming an insider and within 5 calendar days after any subsequent change in the insiders holdings. N/A Insider Trading Prohibition against trading by a person or company in a special relationship with a reporting issuer with knowledge of a material fact or material change not generally disclosed. Directors, Managers and Shareholders, and their families, shall not: (i) reveal privileged information to third parties, (ii) recommend / advise third parties on transactions they have knowledge of, (iii) use privileged information for their own benefit or third parties connected to them.

28 Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX V vs. BVL / BVL V (cont.) 28 Requirement TSX / TSX V BVL Audit Committee TSX requires fully independent audit committee; TSX-V does not (although a majority must not be employees, control persons or officers of the issuer). External Audit Committees are required and at least 1 annual audit must be performed. An independent director is a person who is not a member of management and is free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director's ability to act in the best interest of the issuer. The Statutory Auditors must be registered before the Sole Auditory Registry of Companies. Technical Reports NI requires a technical report to be filed upon becoming a reporting issuer in Canada; an issuer incorporated or organized in a foreign jurisdiction may file a technical report that utilizes certain foreign resource and reserve standards, including JORC, if a reconciliation to the Canadian mineral resource and mineral reserve categories in NI is disclosed in the technical report. BVL: Obligation to submit a Geological Report of the property where the resources obtained from the issuance would be invested (for High Risk Capital Companies). BVL-V: Code Reporting of Mineral Resources and Ore Reserves (similar to CIMVal 2001 Canada).

29 Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX V vs. BVL / BVL V (cont.) 29 Requirement TSX / TSX V BVL Share Compensation Plan Annual disclosure and shareholder approval required for plan and/or amendments to plan; in Information Circular. Obligation to submit annually the Principles of Good Corporate Governance. Notice and Approval of New Issuances to Exchange Security Holder Approval For all new and supplemental issuances of securities; TSX issuers exempt for issuances of unlisted, nonvoting, non-participating securities. TSX: Required if the transaction materially affects control of the issuer or provides consideration to insiders in aggregate of 10% or more of the market capitalization of the issuer and has not been negotiated at arm's length; TSX will also consider the effect that the transaction may have on the quality of the marketplace. TSX-V: Required in connection with certain specified transactions (e.g. RTOs), including any transaction that results in the creation of a new "control person"; approval also required for various matters related to the approval of or amendments to an issuer's stock option plan. CONASEV must approve all new issuances of shares and securities. CONASEV must approve any acquisition performed with the intention of acquiring a significant participation direct or indirect - through 1 or more acts.

30 Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX V vs. BVL / BVL V (cont.) 30 Requirement TSX / TSX V BVL-V Other Special requirements for Junior Companies Directors must have experience in Canadian capital markets. TSX and TSX-V require 300 and 200 public holders, respectively, each holding one board lot or more. At least one of the Directors or of the members of the Management Team must have mining experience. Company must be the owner of the mining property or at least have an option contract granting an exclusive right to explore such property. Minimum: (i) number of shares with voting rights owned by public shareholders without restrictions to their free transfer; (ii) number of public shareholders with at least one block of shares without restrictions to their free transfer, (iii) percentage of outstanding shares issued which are owned by public shareholders.

31 31 Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX V vs. BVL / BVL V (cont.) Requirement TSX / TSX V BVL-V Special requirements for Junior Companies (cont.) Maintain ownership of their assets Maintain their active mining company status Carry out exploration work, preventing interruptions Have incurred in exploration and development expenses worth at least US$40,000 in the past 12 months Have a working capital and financial resources necessary to cover overhead and administrative expenses for the following 6 months with the minimum amount being US$40,000 Possesses a market value of its shares owned by public shareholders without restrictions to their free transfer of at least US$75,000 Have an active sponsor authorized by the BVL Have listed on BVL-V the same securities listed on TSX-V

32 32 Important Links Rules on the High Risk Capital of the Lima Stock Exchange Stock: Law that Regulates the Peruvian Stock Market: Rules of Important Acts, Privileged Information and other Publications: Companies currently listed in the Lima Stock Exchange: TMX Dual-Listing Guide for International Public Companies:

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