TSXV INSIGHT. Welcome to the first edition of TSX Venture Insight: an evolution of the former CPC Insight newsletter.

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1 Issue 1 TSXV INSIGHT Welcome to the first edition of TSX Venture Insight: an evolution of the former CPC Insight newsletter. With this biannual newsletter, we aim to inform you of matters relating to TSX Venture Exchange (TSXV), including news and events from the Exchange, education, and important facts and figures. We hope you enjoy the new TSX Venture Insight, and we welcome your comments and questions. If you have a suggestion for a future article, please contact the TSX Venture Insight team at tsxv.info@tsxventure.com. TSX VENTURE EXCHANGE FACTS & FIGURES (First Half of 2013 January 1 June 30) 2210 companies listed $31 billion market capitalization $14 million average market capitalization $2.5 million median market capitalization 85 new companies listed 18 billion shares traded $1.8 billion in equity capital raised 803 financings $2.3 million average financing

2 2 PATHS TO LISTING There are multiple pathways that lead to a listing on TSX Venture Exchange (TSXV). A company can list through an initial public offering (IPO) or a reverse takeover/reverse merger (RTO/QT) or a direct listing. In the first half of 2013, 46 issuers or over half of the new listed companies chose to list through a reverse merger transaction. A reverse merger allows a private company to vend into a TSXV-listed company or shell. 85 New Listings in the First Half of 2013 NUMBER OF NEW LISTINGS BY TYPE NUMBER OF NEW LISTINGS BY SECTOR IPO 8 Other RTO Mining 38 Financial Services 2 3 Life Sciences 4 Diversified Industries 5 Oil & Gas 6 Real Estate 6 6 Technology 6 21 CPC IPO QT 21 CPC For a complete list of new listings on TSXV, visit tmx.com/mig. GRADUATION TO TORONTO STOCK EXCHANGE Since 2000, 569 companies that originally listed on TSXV have graduated to Toronto Stock Exchange. AS AT JUNE 30, 2013: Graduates to TSX account for $153 billion in market capitalization 14% of TSX companies with a market capitalization greater than $1 billion are graduates of TSXV 1 in 5 companies in the S&P/TSX Composite Index are graduates of TSXV TSX VENTURE EXCHANGE GRADUATES IN H Quoted Market Value Name Sector (June ) GoGold Resources Inc. (GGD) Mining $133M Loncor Resources Inc. (LN) Mining $13M Raging River Exploration Inc. (RRX) Oil & Gas $651M True North Apartment REIT (TN) Real Estate $148M True North Commercial REIT (TNT) Real Estate $58M UrtheCast Corp. (UR) Technology $104M

3 3 FOCUS ON QUALIFYING TRANSACTIONS The Capital Pool Company (CPC) program is a two-step alternative to the traditional IPO. First, the CPC public shell vehicle is created, and second, there is a reverse merger of an existing operating business into the CPC shell, also known as the CPC s Qualifying Transaction (QT). In the first half of 2013, 36 companies have completed their QT and listed on TSXV. $70 million total QT equity capital raised through 36 transactions QTS BY SECTOR Mining 2 20 Technology Technology 5 Financia D Financial Services 1 Diversified Industries tries 2 Oil Oil & Gas Gas 2 Real Real Estate Estate 4 Sciences 20 gy 5 cia al Services Life Life Sc Sciences 2 ified Ind dustri s 2 s 2 1 TOP 10 QUALIFYING TRANSACTION FINANCINGS ON TSXV IN H CPC Seed CPC CPC IPO QT HQ QT Company Symbol Name Capital Financing Date Date Sector Location Financing PRO REIT PRV.UN Taggart Capital Corp. $345,000 $484, Oct Feb-13 Real Estate QC $6.6M Vivione Biosciences Inc. VBI PACE partners Inc. $265,000 $500, Feb Apr-13 Life Sciences AR, US $6.0M Magor Corporation MCC Biovest Corp. $160,000 $500, Nov Mar-13 Technology ON $5.9M Nobel Real Estate Investment Trust NEL.UN Capital Nobel Inc. $420,000 $1,580, Jun May-13 Real Estate QC $5.6M EXO U Inc. EXO Aumento Capital III Corp. $167,500 $534, Oct Jun-13 Technology QC $5.2M Delta Gold Corporation DLT ADR Capital Corp. $110,000 $230, Jul Feb-13 Mining BC $5.0M NexGen Energy Ltd. NXE Clermont Capital Inc. $930,000 $300, Aug Apr-13 Mining BC $4.7M Trident Gold Corp. TTG Andor Mining Inc. $230,000 $600, May Feb-13 Mining ON $4.0M Pivot Technology Solutions Inc. PTG Acme Capital Corp. $300,000 $200, Jul Apr-13 Technology CA, US $3.5M Altitude Resources Inc. ALI Triumph Ventures III Corp. $115,000 $353, Mar Feb-13 Mining AB $3.5M For a complete and current list of CPCs that have not announced a qualifying transaction, please visit tmx.com/mig.

4 4 M 3 : MARKET METRICS FOR MINING Mining companies around the globe rely on connections and networking to facilitate the buying and selling of resource projects. Mining industry professionals know first-hand how time consuming it is to stay connected and gather intelligence on where the project market has been trading. Fortunately, there is a new tool to provide value-added guidance for potential buyers and sellers of mining projects in several international jurisdictions. MinesOnline.com, the global online platform linking buyers and sellers of resource projects around the world, recently introduced a new feature called MinesOnline.com Market Metrics, or M 3. An interactive valuation guide, M 3 provides historical data on recent gold, copper, nickel and iron project deals, as well as comparative company peer valuations for companies listed on TSX, TSXV and the Australian Securities Exchange. M3 provides strategic information to help cut through the fog of valuations and analyze how peers would price an acquisition. Here s how: Transaction Metrics provide an extensive summary of international project sales in the last five years across four categories: exploration, development, operation and care & maintenance. The feature provides valuable investment insight; the price paid for the project next door is a helpful guide to a project s potential value. Peer Metrics provide up-to-date peer company resource multiples to help gauge how the market might value a project. When combined with Transaction Metrics, this feature will help build the business case for valuing a project, acquisition funding or raising capital. With insight into competitive bids, recent transactions and peer company multiples provided by MinesOnline.com s Market Metrics, mining companies now have a significant advantage in assessing project valuations. Click here to find out more about MinesOnline.com Market Metrics.

5 5 SPOTLIGHT ON INNOVATION TSXV has a history of providing growth-oriented innovation companies with a dynamic marketplace to access capital. The Innovation sector on TSXV includes Clean Technology, Technology and Life Sciences companies and is made up of over 240 companies with an aggregate market capitalization of over $3.3 billion. So far this year, nine new companies from the Innovation sector have listed on TSXV. Companies from outside of Canada are choosing to list here to access North American and global capital four of the nine new listings are from the U.S. Innovation companies are using our two tier exchange system to full effect. Of the 149 innovation companies currently listed on TSX, 35% are graduates of TSXV. And, of those graduates, 30% are former CPCs. From idea to R&D, or prototype to operating company, TSXV is the public venture capital marketplace for emerging innovation companies, providing a fair marketplace where growth companies can raise capital to develop and market their products and services. TSX and TSXV work very closely with advisors, entrepreneurs, company executives, the start-up community, CPC founders, national and regional incubators, venture capitalists, and industry organizations to support the continued growth of the innovation sector through mentoring, workshops and training, and by providing access to the capital markets. In addition, our series of Venture 50 promotions, Investor Days and Capital Connections events provide unique opportunities for both public and private companies to build their profile with investors, research analysts, and the investment banking community. 9 New Innovation Sector Listings on TSX Venture Exchange in the first half of 2013 NEW INNOVATION SECTOR LISTINGS IN H Name Ticker Quoted Market Value (June ) Sector Method of Listing Former CPC HQ Location Antibe Therapeutics Inc. ATE $5.1M Life Sciences IPO - ON biommune Technologies Inc. IMU $2.9M Life Sciences QT Y BC Vivione Biosciences Inc. VBI $7.2M Life Sciences QT Y AR, US EXO U Inc EXO $7.3M Technology QT Y QC Gatekeeper Systems Inc. GSI $5.5M Technology QT Y BC Magor Corporation MCC $11.6M Technology QT Y ON Pivot Technology Solutions Inc. PTG $3.5M Technology QT Y CA, US Spectra7 Microsystems Inc. SEV $15.5M Technology QT Y CA, US Wi2Wi Corporation YTY $21.2M Technology RTO - CA, US Unless otherwise noted, all data is YTD June 30, 2013.

6 6 INTERVIEW WITH VIVIONE BIOSCIENCES INC. (TSXV:VBI) One of the new innovation sector listings on TSXV in the first half of the year is Vivione Biosciences Inc. (Vivione). Vivione is a life sciences company that listed on TSXV in April through a Qualifying Transaction (QT) with PACEpartners Inc. At $6 million, the financing was the second largest QT financing on TSXV in the first half of Vivione s business is centered on the commercialization of the RAPID-B system, which is an integrated system of hardware, software and chemical reagents that tests bacteria in key environments. This technology could have potentially diverse applicability from food safety to clinical diagnostics, by identifying and quantifying microorganism levels more rapidly and with greater precision than currently employed techniques. Vivione is headquartered in Pine Bluff, Arkansas. The following is an interview with Kevin D. Kuykendall, CEO, Vivione Biosciences Inc. Q: Why did Vivione Biosciences Inc. ("Vivione") choose to list by way of a qualifying transaction with a CPC, instead of a traditional IPO? What advantages did you see in using a CPC? A: Vivione initially looked at raising private equity in the U.S., but the valuations were too low and the company would have to give up too much control at this time in our life cycle. We also researched undertaking a reverse merger and becoming a pink sheet listed company in the U.S., but these types of companies have an immediate stigma and over the longer term they have a difficult time achieving a good valuation. Therefore, when we were approached by PACEpartners Inc., about the CPC process, we chose to list with a CPC instead of a regular IPO because of the size of our offering ($6 million) and early stage of our company. Merging with an existing CPC also reduces a portion of the work an early stage company needs to do and provides a liquid vehicle for investors to invest in versus a private entity. Q: On the other hand, are there challenges in using a CPC? A: The challenge of using a CPC is the high cost of accounting and legal fees to ensure regulatory compliance. Although the costs may be lower for TSXV versus TSX, they are still expensive for an early stage company. Q: Why did Vivione select PACEpartners among the CPCs that were available? What are the tips for finding the right fit? A: Actually, PACEpartners approached Vivione regarding the potential merger. If companies are looking to merge with a CPC, they should contact TSXV and obtain a list of CPCs that may avail themselves to their business plan. Editor s Note: This list is available at Q: What do you see as the key factors for a smooth and efficient going public process? Are there particular areas that private companies should pay special attention to as they prepare for going public? A: A company looking to go public should make sure they have completed their 3 year audit and have their legal documents organized so it reduces not only time during due diligence, but also legal costs. We would also recommend the company s business plan be produced in such a way that it would be easily converted to a Prospectus. Lastly, we would recommend choosing a legal firm that is conversant in CPCs and TSXV regulations so that they can save time and money.

7 Q: Vivione successfully completed a concurrent Prospectus Offering that closed for the maximum offering amount in difficult market conditions. What's the recipe for a successful financing in a difficult market? A: It all starts with a company s business plan and senior management team. If the company is early stage, it must make sure it can show how it will utilize the funds to achieve cash flow, and the business plan must be conservative enough to give TSXV confidence that the company has enough funds to obtain cash flow breakeven without running out of money. In addition, we spent a tremendous amount of time drafting our Prospectus with our legal team and Macquarie so we ensured it was relevant and understandable to the investor community, as well as to TSXV. 7 Q: Can you please share how Vivione, as a venture company, managed to recruit well qualified directors? A: PACEpartners began the process by recruiting solid and experienced board members. When we merged the CPC and Vivione, we spent months analyzing each board member s skills and experience and identifying what experience we needed to fill out the new board so those persons could add immediate value regarding regulatory, financial and operational expertise. We tapped into current and previous board members to identify potential board members. This ensured that we had a good pool of candidates to draw from that would have an immediate and positive impact on Vivione. Q: How have your responsibilities changed from managing a private company to now managing a public company? A: A significant portion of my time each day is centered on managing the regulatory issues. There is a tremendous amount of planning for upcoming legal or accounting submissions that must be managed in order to maintain compliance. Contact Us For more information on TSX Venture Exchange: tsxv.info@tsxventure.com Web: tmx.com Phone: Please send comments and suggestions for this newsletter to tsxv.info@tsxventure.com * Unless otherwise noted, all data is YTD June 30, This information is provided for information purposes only. Neither TMX Group Limited nor any of its affiliated companies guarantees the completeness of the information contained in this document and we are not responsible for any errors or omissions in or your use of, or reliance on, the information. This document is not intended to provide legal, accounting, tax, investment, financial or other advice and should not be relied upon for such advice. The information provided is not an invitation to purchase securities listed on Toronto Stock Exchange or TSX Venture Exchange. TMX Group and its affiliated companies do not endorse or recommend any securities referenced in this newsletter TSX Inc. All rights reserved. Do not sell or modify this document without TSX Inc. s prior written consent. TMX GROUP Equities Derivatives Post-trade Services Energy Fixed Income Information Services Technologies