Amendments to Toronto Stock Exchange Company Manual (November 28, 2013) (the “Amendments”)

January 6, 2014

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Amendments to Toronto Stock Exchange Company Manual (November 28, 2013) (the “Amendments”)

Letter Summary:

As a general comment, the CAC supports the proposed changes which are intended in part to better define back door listings and support investor protection. It is the CAC’s view that the integrity of the Canadian capital markets is strengthened when all issuers listed on the Canadian markets undergo a rigorous review process and adhere to stringent listing requirements regardless of their method of becoming public.

Overview of the Council’s Comments:

As noted in our response letter to the TSX/TSXV consultation on emerging market issuers, we are of the view that all issuers should be tested rigorously prior to listing, and that stringent listing criterion should be applied equally to all issuers. In the CAC’s view, the goal of providing access to the Canadian market for issuers in other jurisdictions should be balanced with the goal of investor protection. Only quality companies with a high level of internal controls comparable to Canadian-based issuers should gain access to the Canadian public markets, regardless of whether this access is gained through a listing or an acquisition of an existing Canadian listed issuer.