The United States capital markets are among the world’s largest and most stable markets to access capital and liquidity for securityholders. In the past, many Canadian companies have elected not to access the United States capital markets due to high regulatory, accounting and compliance costs related to U.S. securities laws, including the Sarbanes-Oxley Act of 20021 (“Sarbanes-Oxley”).

The OTCQX and the OTCQB markets offer Canadian and other foreign companies an alternative to traditional stock exchange listings in the United States. Foreign issuers that (i) qualify for an exemption from the registration and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to Rule 12g3-2(b) (“Rule 12g3-2(b)”) thereunder (see “United States Securities Law Compliance” below), or are not otherwise required to register a class of securities under the Exchange Act, (ii) have their securities listed on a qualified foreign stock exchange, and (iii) meet certain additional requirements, can have their securities traded on the OTCQX or the OTCQB markets, without need for registration or reporting with the Securities and Exchange Commission (“SEC”) or compliance with Sarbanes-Oxley. Foreign issuers with a class of securities registered under Section 12(g) of the Exchange Act may also trade on the OTCQX or the OTCQB markets.