Notice of Approval - Listing Manual and Listing Forms Amendments - Neo Exchange Inc.

1.

Part II. Initial Listing Requirements

2.02(5) Commentary, paragraphs 2.02(7)(a), 2.10(4), 2.10(6)(e), 2.10(8) Commentary

Minor typographical and formatting changes

paragraph 2.13(5)(b)

Replace "NEO" with "Neo"

To correct typographical error.

sections 2.13 and 2.14

Remove references to Form 1A and Form 1B

To reflect the previous consolidation of Form 1, Form 1A and Form 1B into the current consolidated Form 1.

2.

Part III. Continuous Listing Requirements

subsection 3.01(4)

Replace "float" with "Float"

To correct typographical error.

3.

Part IV. Ongoing Requirements

Paragraphs 4.05, 4.07(1)(a) and (c) Clause 4.07(2)(b)

Minor typographical and formatting changes

Insert "interim management's discussion and analysis or" after "with"

4.

Part VI. Dividends or Other Distributions

section 6.01

Expand section 6.01 to include "(4) Section 6.01(1) does not apply to a distribution by a Listed Issuer where the units will be immediately consolidated, resulting in no change to the number of securities held by security holders. In such case, the Listed Issuer must disseminate a news release with the estimated distribution amount at least four trading days prior to the Record Date. Upon determination of the exact amount of any estimated distribution, the Listed Issuer must disseminate the final details by way of news release."

To clarify that the dividend notification requirement is not applicable for distributions made by NEO-listed issuers where the distribution is paid entirely in securities and immediately consolidated following the distribution.

Currently, section 6.01 requires that all listed issuers declaring a dividend on listed shares must provide notice to NEO and a bulletin is then issued by NEO to commence "ex" trading of the shares.

On June 4, 2020 the Toronto Stock Exchange removed this notification requirement from its Company Manual as part of its housekeeping rule amendments, to which the OSC did not object. We propose to removed notification requirement as we are also of the view that NEO bulletin in the context serves no purpose and may confuse the market.

5.

Part VII. Corporate Finance and Capital Structure Changes

subsection 7.01(2)

Insert "Unless otherwise provided for in this manual," at the beginning of the paragraph, and delete "that are not otherwise provided for in this Part"

To provide clarification to the advance notice requirements.

subsection 7.03(1)

Insert ", and in no case, less than the period set out in subsection 7.01(2)," after "promptly"

To provide clarification to filing timelines.

subsection 7.05(1) -- clarify "no maximum discount to exercise price of convertible securities"

Corrected minor spacing error Insert new commentary box immediately after the subsection with the following: "Maximum Discount to Market Price shall not apply to the exercise price of a convertible, exercisable or exchangeable security."

To clarify the existing requirement that convertible, exercisable or exchangeable securities issued as part of a "sweetener" in conjunction with a private placement or public offering shall not be issued in the money.

6.

Part X. Corporate Governance And Security Holder Approval

subsection 10.16(10) and clause 10.16(24)(b)

Minor typographical and formatting changes

Listing Form

Amendment

Rationale

7.

Form 9 Notice of Private Placement

Minor typographical and formatting changes

Minor instruction clarifications

To provide additional guidance.

Addition of a space for the date of the news release announcing the closing of the offering

The space is added to allow Listed Issuers to provide additional detail regarding the closing of the offering.

8.

Form 9A Price Reservation Form

Minor typographical and formatting changes

Minor instruction clarifications

9.

Form 10 Notice of Acquisition

Minor typographical and formatting changes

Addition of a space for the date of the news release announcing the closing of the acquisition

The space is added to allow Listed Issuers to provide additional detail regarding the closing of the offering.

Minor instruction clarifications

To provide additional guidance regarding the time of determination for outstanding securities and last closing price.