1. Going Public on TSX Venture Welcome & Overview of Public Capital
Louis Doyle
Vice-President, Montreal,
Listed Issuer Services
TSX Venture Exchange

2. Agenda 1:30 pm Welcome and Overview of Public Venture Capital
Louis Doyle, TSX Venture Exchange
1:50 pm Case Study
Keith Abriel, Immunovaccine Inc
2:15 pm Basics of Going Public
Allan L. Jenkins, PricewaterhouseCoopers, LLC Glenn Jessome, Jessome Law
Scott Urquhart, Jennings Capital
Kevin G. Redden, Nova-Scotia Securities Commission
3:05 pm Coffee Break
3:20 pm CPC Workshop
Richard Gordon, Oceanus Resources Corporation
James D. Nicoll, PricewaterhouseCoopers, LLC
4:10 pm Questions & Answers
4:30 pm Networking Reception

3. Disclaimer
This document is for information purposes only and is not an invitation to purchase securities listed on Toronto Stock Exchange and/or TSX Venture Exchange or Natural Gas Exchange. TMX Group Inc. and its affiliates do not endorse or recommend any securities referenced in this document. Please seek professional advice to evaluate specific securities.
While the information herein is collected and compiled with care, neither TMX Group Inc. nor any of its affiliated companies represents, warrants or guarantees the accuracy or the completeness of the information. You agree not to rely on the information contained herein for any trading, business or financial purpose.
This information is provided with the express condition, to which by making use thereof you expressly consent, that no liability shall be incurred by TMX Group Inc. and/or any of its affiliates as a result of any errors or inaccuracies herein or any use or reliance upon this information.
© 2010 TMX Group Inc.

4. TMX Group is a Multi-Asset Class Market Leader
Equities
Derivatives
(53% Ownership)
(19.9% Ownership)
Energy
Fixed Income
Data
(47% Ownership)

5. State of the Public Capital Markets in Canada
+128%
New Listings on TSX (105 vs 46)
+533%
Number of IPOs on TSX (19 vs 3)
+77%
Value of IPOs on TSX
($5.2B vs $2.9B)
+94%
New Listings on TSXV (192 vs 99)
$29B
New equity financing raised on TSX & TSXV
$832M
New Clean Technology equity financing raised on TSX & TSXV
All Data is YTD July and compares against YTD July

6. TMX Group - Global Leader in Equities
7th
largest
exchange
group
By domestic market cap1
6th
1st in North America
2ndglobally
largest
exchange
group
By equity capital raised2
What often surprises people is that for a country of only 33 million people, we punch well above our weight in terms of financing
As the 7th largest exchange group in the world, we are leaders in providing access to capital
With nearly 4000 companies listed on our exchanges, we have more listed issuers than any other exchange in North America and are 2nd in the world
Our markets provide investors a vast array of opportunity and choice
TSXV: ground floor growth opportunity
Active public venture capital market
Grow and graduate
TSX: Large companies with history of production, operations, profitability or advanced stage exploration/development
Diversified range of issuers size and sectors
By number of issuers1
1Issuers on TSX and TSXV (WFE, June 2010)
2(WFE and Capital IQ, Dec 2009)

7. The North American Stock Markets Continuum
NYSE
Senior listing standards
NASDAQ
Disclosure rules
Junior listing standards
OTCBB
CNSX
Minimal/No listing standards
OTC - Pink Sheets

8. TMX Group Lists Companies at all Stages of Growth
SLIDE 2:
We service companies at all stages of growth - from early stage R&D/Exploration companies to stable operating companies. TSX equity exchanges offer a market to the broadest spectrum of companies compared other markets.
We provide a range of financing vehicles, products and services that help early stage companies move along growth path to become profitable operating businesses.
TSX V: ground floor growth opportunity - Early stage to commercial companies
Active public venture capital market
Grow and graduate
TSX: large companies with history of production, operations, profitability or adv. Stage exp/dev
We share the same sweet spot as Private equity. There is a great opportunity for you to spin out companies into our market.

9. Market Snapshot: TSX and TSXV
Market Data for June 30, 2010 (C$)
As at June 30, 2010
*NASDAQ Information does not include secondary financings
Source: TSX/TSXV Market Intelligence Group, AIM and Nasdaq Websites, WFE, Capital IQ

10. Unique Equity Market Structure
20 graduates in First Half 2010
20 graduates in 2009
45 graduates in 2008
2,177 companies
1,488 companies
TSX Venture Exchange
Access to capital for earlier stage companies or smaller financings
Total market cap of $38 Billion & average market cap of $17.4MM
Cost effective stepping stone for international companies looking to list on a quality North American market
Exchange mandate to mentor management of newly public companies
Streamlined graduation to TSX when senior market requirements are met
103 year history
Toronto Stock Exchange
Senior market for well established businesses and management teams with experience in public markets
Total market cap of $1.8 Trillion & average market cap of $1.2B
30% of TSX issuers >$500M are interlisted on a US exchange
Access to larger, more international institutional investors and greater analyst coverage
Globally visible specialized indices
157 year history
A snapshot of our two exchanges
We are now seeing other major markets replicating our senior and junior market system as they recognize the benefit of offering a complete market system that grows with the company.

11. TMX Group Serves Companies at all Stages of Growth
Market Capitalization
Toronto Stock Exchange and TSX Venture Exchange
Unique feeder system
As at June 30, 2010
514
Issuers
498
476
2016
142 19
471 graduates
+ 85 M&A*
We are experts at servicing small to mid size companies
To give you a sense of the size of our companies
An average size venture company is $16 M but the median size is $4 M
An average size TSX company is $1 B but the median size is $100 M
The distribution of our companies demonstrates the success of our market model to help small companies grow to large cap companies.
Our markets move seamlessly together
*From January 1, 2000 – June 30, 2010
Toronto Stock Exchange issuer base: 1,488 issuers, ~$1.8 trillion market cap
TSX Venture Exchange issuer base (excludes NEX): 2,177 issuers, ~$37.7 billion market cap 11

12. TMX Group’s Equity Exchanges Support a Diverse Issuer Base
Number of Issuers by Sector
Includes issuers on Toronto Stock Exchange and TSX Venture Exchange (100% = 3665)
Technology 198
Mining 1466
Diversified Industrials 415
Structured Products 219
CPC 181
ETFs 158
Life Sciences 129
Clean Technology 129
Financial Services 124
Real Estate 80
Comm & Media 48
Utilities & Pipelines 31
Forest Products 24
Oil & Gas & Energy Services 463
As at June

13. Why Companies Consider TSX and TSX Venture Exchange
Unique Public Market for small to mid cap companies
Access to Capital
Liquidity
Visibility

14. Benefits of Going Public
Access capital and
future financing
opportunities
Facilitate
growth
Create employee
incentive
mechanism
Increase visibility
and prestige
Provide liquidity
for shareholders
Great reasons why a company would consider going public…also expand and diversify investor base, fair market valuation, acquisition currency, succession planning/exit strategy
The primary reason is access to capital and liquidity.
Along with all these great reasons there are also obligations as you add another stakeholder group to your company – public shareholders.
Listing on TSX
Financing Range : $500K to $20 million
Multiple financing rounds = more ground-floor investing opportunity
Acquisition currency
Employee stock options
Mentoring role
Stepping stone to senior markets – streamlined graduation path to TSX
Graduates leave with a track record

15. Access to Capital: 2009 was an all time record year for financing on TSX
Toronto Stock Exchange and TSX Venture Exchange Total Financings (C$Billions) 1999 – 2010 June
WE have had a record year for financing with both exchanges combined. This breaks the previous TSX/TSXV record of $58.8 B set in 2007.
Toronto Stock Exchange with $60.0 B – up 70% from last year.
*TSX Venture Exchange commenced operations on November

16. Trends: TSXV Financings by Type

17. TSX and TSX Venture Exchange have shown consistent growth in liquidity
Volume of Shares Traded
Toronto Stock Exchange
Volume of Shares Traded
Billions of Shares
Billions of Shares

18. A TMX Group Listing can Provide Analyst Visibility
872
TSX Companies get Analyst Coverage 4
Average Number of Analysts Covering TSX Cos.
259
TSXV Companies get Analyst Coverage
Analyst coverage impacts liquidity and has a positive effect on company valuation. With coverage, companies become more visible, investors show more interest, there is typically a boost in liquidity, spreads tighten and valuations improve.
Companies of all sizes on our exchanges receive analyst coverage.
60% of TSX companies get analyst coverage.
If you look at the 259 TSXV companies that get analyst coverage, on average, they receive two analysts covering them. This is a great track record for junior companies…AIM companies on average have one analyst covering them.
Source: Capital IQ, December

19. Methods for Going Public on Toronto Stock Exchange or TSX Venture Exchange
Ways to go public…
Why List on TSX Venture Exchange
Financing range: $500k to $20 million
Multiple financing rounds = more ground-floor investing opportunity
Acquisition currency
Employee stock options
Mentoring role
Stepping stone to senior markets
Streamlined graduation path to Toronto Stock Exchange
Graduates leave with a track record

20. Trends: New TSXV Listings by Type
366
329
281
259
202
155
2007 was a record year for new listings and we’ve been working hard to drive new listings in the challenging markets of 2008 and 2009
As you can see here, mining has stayed strong over the past 5 years with any where from 104 to 184 new listings each year
Structured Product new listings have declined but ETFs have increased
Clean Technology is a sector that’s just beginning to gain traction and is an attractive area for future growth – while you can see here (green bar) that it was barely visible in 2005 and 2006 (2 listings per year), we’ve seen about a dozen new Cleantech listings in each year since (12, 11 and 11)
REFERENCE
Mining
ETFs & SPs
CPCs
Div'd. industries
Oil & Gas
Clean Tech
Technology
Life Sciences

21. Capital Pool Company™ (CPC) Program has a Strong Track Record
Since inception:
Over 2050 CPCs were created
80% have completed their QT – over 1600 companies
329 Graduates now trade on TSX
96 of the grads were CPCs
One of the most popular ways to go public on TSXV
So far this year we have had 45 new CPCs created – making 248 CPC shells available for QTs on TSXV.
We have seen 64 companies using the CPC program to go public via QT.

22. Advantages of Listing on TSX and TSX Venture
Canada is the market of choice for resource and SME companies
Top global player in energy and resource listings and financings
Diverse cross-section of listed companies in a variety of sectors
Standards-based exchanges that promote integrity for public SMEs
Access to specialized products for TSX/TSXV listing (eg. Capital Pool Company Program)
Sustained access to capital – steady growth of capital investment over past 5 years
Strong equity culture – 50% of Canadians hold equities
Strong trading liquidity – value traded has more than doubled over the past 5 years
Lower trading impact costs on TSX
Analyst coverage typically seen at an earlier stage
Access to US capital without the higher cost of regulatory compliance
Ease of access to US market with Multijurisdictional program
Canadian regulatory commissions and exchanges are customer-focused
Companies have recognized the benefits of listing or interlisting on TSX such as analyst coverage, access to institutional and retail investors, liquidity and an active secondary financing market
TSX provides listed companies unparalleled product and service support
Continued access to capital – steady growth of capital investment over past 5 years
Strong secondary financing market
Canadian regulatory commissions and exchanges:
Customer-focused
Principles rather than rules based
Employ a flexible corporate governance approach
MultiJurisdictional Disclosure System between Canada and US markets

23. Key Considerations The ‘Team’
Internal – management and board of directors
External – advisors (financial, legal, accounting, investor relations)
Business Plan
Clarity of goals / milestones
Realistic and attainable
Financial Plan
Budget for costs of being public
How much $ to raise, and why?
Understand the drawbacks
Disclosure, transparency and public scrutiny
Costs
Management time commitment away from core business.
The ‘Story’ – growth potential and attracting investors
Commitment to ‘Act Public’ early
Timing – long term decision
Continued access to capital – steady growth of capital investment over past 5 years
Strong secondary financing market
Canadian regulatory commissions and exchanges:
Customer-focused
Principles rather than rules based
Employ a flexible corporate governance approach
MultiJurisdictional Disclosure System between Canada and US markets

24. Supporting Your Growth Our comprehensive portfolio of additional products and services
IR Services
Visibility/ Outreach Services
TMX/Equicom “On the Radar”: Issuer showcases
TMX Group Annual General Meeting Services
TMX Group Annual Report Services
CNW: Canada’s premiere newswire service provider
S&P/TMX Market Access Program & Stock Reports: Increases US visibility
Investor Scorecards
Equicom Group: Canada’s leading IR consulting firm and strategic communication experts
Thomson ONE Investor Relations: Advanced market data, First Call research, Ownership and Contacts, iTarget
Research Services/ Educational /Support Services
Capital Market Intelligence
From research to capital markets intelligence to visibility…
We own a full service investor relations firm.
TMX Equicom is “Best in Class” Service Provider
Canada’s leading investor relations firm
More than 100 clients
Dedicated technology team with industry expertise
More than 15 technology clients
Recognized resource in capital markets
National presence
Equicom will ensure:
Your story is well understood in the market
Awareness of your Company is built
Unparalled relationships with analysts, bankers, institutions, retail brokers, and media
Expectations are effectively managed
The burden of being public is reduced
Continuous disclosure
Perception Audit: Investor Studies
Webinars / Webcasts / Research Papers
TSX Venture Mentorship Program
TSX Workshop Series
Exchange Filing Services
Market intelligence, IR analytics
Thomson Reuters Corporate Advisory Services – stock surveillance
Historical data
Shareholder reporting

25. Companies can capitalize on TMX Leadership
In closing, the Canadian equity markets strength lies in servicing small to mid cap companies.
We have a dedicated business development team to help you get started…this team provides advisory services and will help introduce you to the team of advisors that you will need to put together to go public.

26. Immunovaccine Inc. Keith Abriel, CFO
Case Study
Immunovaccine Inc.
Keith Abriel, CFO

27. Basics of Going Public Panel
Allan L. Jenkins,
PWC
Glenn Jessome,
Jessome Law
Scott Urquhart,
Jennings Capital
Kevin G. Redden,
NSSC

28. Capital Pool Company™ An alternative source of growth capital

29. Capital Pool Company Panel
Richard Gordon,
President, Oceanus Resources Corporation
James D. Nicoll
Vice-President, PWC

30. Going Public Transactions
TMX Equity markets embrace multiple mechanisms for “go-public” transactions

31. Capital Pool Company™ (CPC) Program has a Strong Track Record
Since inception:
Over 2050 CPCs were created
80% have completed their QT – over 1600 companies
329 Graduates now trade on TSX
96 of the grads were CPCs
One of the most popular ways to go public on TSXV
So far this year we have had 45 new CPCs created – making 248 CPC shells available for QTs on TSXV.
We have seen 64 companies using the CPC program to go public via QT.

32. Capital Pool Company: Process
Seed Financing and Prospectus
Identify Qualifying Transaction
Public Offering
File Disclosure Statement
Execute Business Plan/Grow Company
Prospectus Receipt
Close Transaction
Trade as Venture Company
Trade as CPC
Announce QT
24 Months Maximum
Seed
Public Financing and CPC Trades
CPC Acquires Business (QT)
Aftermarket and Growth

33. Capital Pool Company: Milestones
Seed Financing
Minimum of $100,000 seed financing of the company by 3-5 Founders/Directors
Up to $500,000 can be discount seed
CPC IPO
a prospectus offering to create a corporate vehicle with public distribution (maximum that can be raised $5,000,000).
Qualifying Transaction (QT)
a target business is identified, disclosed and acquired
Aftermarket and Growth
company trades and executes its business plan

34. 1. Seed Financing Seed 3-5 CPC Founders:
Collectively invest $100,000 or more in seed funding
Up to $500,000 can be discount seed
Appoint CPC Board of Directors
Seed investors do not have to be Directors
$5,000 minimum investment / Director
Seed Financing and Prospectus
Seed

35. Consider this… Success Factors: Potential Pitfalls:
Cohesive team with same level of commitment
Reasonable timeline & budget agreement
Strategic & institutional capital
Board: dealflow network, business contacts, business and pubco experience
Develop relationship with TSXV
Potential Pitfalls:
Observe structuring rules regarding $5,000 minimum per Director and $100,000 Director group minimum

36. Public Financing and CPC Trades
2. CPC Initial Public Offering
CPC IPO is completed:
President’s list
Broker’s list
Stock options
Agent(s) compensation
Seed Financing and Prospectus
Prospectus Receipt
Public Offering
Trade as CPC
Seed
Public Financing and CPC Trades

37. Consider this… Success Factors: Broker commitment
Selecting the right team of advisors with CPC experience
TargetCo, CPC and Sponsor must all have representation
Potential Pitfalls:
Double check “agreement in principle” not yet established
PIFs - timing and impact on prospectus

38. Public Financing and CPC Trades CPC Acquires Business (QT)
3. Qualifying Transaction
Seed Financing and Prospectus
Identify Qualifying Transaction
Public Offering
File Disclosure Statement
Prospectus Receipt
Close Transaction
Trade as CPC
Announce QT
24 Months Maximum
Seed
Public Financing and CPC Trades
CPC Acquires Business (QT)

39. Selecting a QT Candidate
Considerations for a Qualifying Transaction:
Significant growth opportunity & reason to be public
Strong & coachable management
Capital needs: $1 M to $20 M
Close to commercialization
Meets minimum listing and audit requirements
Stock options and acquisition currency
Strong market appetite
12 to 18 month cash requirements (can be financed)

40. Anatomy of a Qualifying Transaction
CPC
Seed (Founder) =
10 M $0.05
IPO =
5 M $0.10
Private Company/
Asset purchase
$0.27
Qualifying Transaction
New Financing = $ 0.5 M
New TSX Venture Company

41. Resulting Share Structure
Price
Invested/ Valuation
$0.25
Ownership
Seed Investors*
10,000,000
$0.05
$500,000
$2.5 M
59%
CPC IPO*
5,000,000
$0.10
$1.25 M
30%
Acquisition of QT
250,000
$0.27
$225,000
$0.2 M 1%
Financing
1,666,665
$0.30
$0.42 M
10%
Totals
16,916,665
$4.23 M
100%
*CPCs shares were not consolidated on the QT which often happens.
Closing price the first day of trading post QT: $0.25. Since then traded in the $ $0.35 range

42. ROI for Founder Seed Investment:
$500,000 invested at $0.05 = 10,000,000 shares
Post QT:
10,000,000 $0.25 = $2,500,000
ROI:
400%

43. Consider this… Success Factors: Lots of cash on closing
Market interest and understanding
Deliver in short term post closing
Reasonable valuation – not always maximum valuation
Potential Pitfalls:
Listing requirements shortfalls
Insufficient cash/working capital on closing
Valuation versus escrow regime (TSXV Policy 5.4)
PIFs - timing and impact on circular

44. 4. Aftermarket and Growth
Seed Financing and Prospectus
Identify Qualifying Transaction
File Disclosure Statement
Prospectus Receipt
Public Offering
Execute Business Plan; IR Program
Close Transaction
Trade as Venture Company
Trade as CPC
Announce QT
24 Months Maximum
Seed
Public Financing and CPC Trades
CPC Acquires Business (QT)
Aftermarket and Growth

45. Aftermarket TargetCo post QT Investor relations program
Shortlist IR firms early on
Consider CPC board members with capital market experience
Execute business plan
Private placements
Acquisitions
Governance/compliance with securities laws and Exchange policies

46. Consider this… Success Factors: Press release clarity/ quality
Broker management and support
Timely disclosure against published milestones (good and bad)
Potential Pitfalls:
Orphan status
Mistrust of management’s willingness to communicate
Market fluctuations

47. Critical Success Factors
Why/When a CPC
Company Wants/ Needs
Alternative access to capital; Retain higher ownership
Want to be public company (M&A currency, stock options, visibility)
Greater flexibility, certainty and control in the process
Going public risk reduced
Company is too early stage for a broadly distributed regular IPO
IPO market is not strong enough in general
VC financing is not viable or management prefers not to use
Market appears to reward growth business of target company’s sector
Market Conditions
Here’s how TSX Venture fits into the overall organization.
Critical Success Factors
Management
Long term strategy to grow as a public company
Reasonable valuation = Viable share structure
Investor support
Appropriate advisors (lawyer, broker, investment banker) 47

48. 2009 QTs 99 Capital Corporation Acro Energy Technologies
AgriMarine Holdings Inc
Alston Ventures Inc
Ansell Capital Corp
Antler Creek Energy Corp
Argex Silver Capital Inc
Armadillo Resources Ltd
Ashburton Ventures Inc
Astorius Resources Ltd
Bassett Media Group Corp
Blackbird Investments Inc
Blackline GPS Corp
Canada Fluorspar Inc
Carbon2Green Corporation
Caribou Copper Resources Ltd
Cascade Resources Ltd
Ceres Capital Corp
Challenger Deep Capital Corp
Changyu Medtech Ltd
Cobalt Coal Corp
Coltstar Ventures Inc
Corbal Capital Corp
Crown Minerals Inc
CRS Electronics Inc
Dee Three Exploration Inc
Defiance Capital Corp
Edgewater Exploration Ltd
Ethos Capital Corp
ForceLogix Technologies Inc
Foundation Resources Inc.
GFE Capital Corp
Global Key Investment Limited
Greenangel Energy Corp
Hamilton Thorne Ltd
Heatherdale Resources Ltd
Hermes Financial Inc
Immunovaccine Inc
Innovative Composites International Inc
ISG Capital Corporation
Jiminex Inc
Jiulian Resources Inc
Kilo Goldmines Ltd
Knick Exploration Inc
Landen Capital Corp
Lincoln Mining Corporation
Liuyang Fireworks Limited
Mega View Digital Entertainment Corp
Morumbi Oil & Gas Inc
Mosam Capital Corp.
Natcore Technology Inc
Northern Spirit Resources Inc
NV Gold Corporation
Paget Minerals Corp
Parallel Capital Corp.
Parta Sustainable Solutions Inc
PetroKamchatka Plc
Podium Capital Corporation
Providence Capital Corp
Rockridge Capital Corp
Rugby Mining Limited
Sandspring Resources Ltd
Scorpio Gold Corporation
Sila Industrial Group Ltd
Sino Vanadium Inc
Sirona Biochem Corp
Spot Coffee (Canada) Ltd
TAD Capital Corp
Taipan Resources Inc
Tasman Metals Ltd
Theia Resources Ltd
Toptent Inc
Tosca Mining Corp
Touchdown Capital Inc.
TrueContext Mobile Solutions Corporation
Unity Energy Corp
Urastar Energy Inc
Venture One Capital Corp
Waterloo Resources Ltd
Westcore Energy Ltd
World Famous Pizza Company Ltd
xRM Global Inc

49. Thank you to our partners

50. Vice President, Listed Issuer Services TSX Venture Exchange
Louis Doyle
Vice President, Listed Issuer Services
TSX Venture Exchange T:
Disclaimer
This document is for information purposes only and is not an invitation to purchase securities listed on Toronto Stock Exchange and/or TSX Venture Exchange or Natural Gas Exchange. TMX Group Inc. and its affiliates do not endorse or recommend any securities referenced in this document. Please seek professional advice to evaluate specific securities.
While the information herein is collected and compiled with care, neither TMX Group Inc. nor any of its affiliated companies represents, warrants or guarantees the accuracy or the completeness of the information. You agree not to rely on the information contained herein for any trading, business or financial purpose.
This information is provided with the express condition, to which by making use thereof you expressly consent, that no liability shall be incurred by TMX Group Inc. and/or any of its affiliates as a result of any errors or inaccuracies herein or any use or reliance upon this information.
© 2010 TMX Group Inc.