The OTCQB Venture Market offers early stage and developing companies the benefits of being publicly traded in the U.S. with streamlined market standards that enable companies to provide a strong baseline of transparency to inform and engage U.S. investors.

The OTCQB Venture Market is for entrepreneurial and development stage U.S. and international companies. To be eligible, companies must be current in their reporting and undergo an annual verification and management certification process. Companies must meet $0.01 bid test and may not be in bankruptcy.

Eligibility Requirements

• U.S. companies must have audited annual financials by a PCAOB auditor. (Tier 2 Regulation A Companies are exempt from requirement to use a PCAOB auditor for their initial audit)
• Meet minimum bid price test of $0.01
• Not be in bankruptcy
• Have at least 50 Beneficial Shareholders, each owning at least 100 shares
• Have a freely traded Public Float of at least 10% of the total issued and outstanding of that security.
• Companies with a freely traded Public Float of at least 5% (and $2 million in market value of public float), or a separate class of securities traded on a national exchange may apply for an exemption (see OTCQB Standards)
• Have a transfer agent that participates in the Transfer Agent Verified Share Program (US Companies only)
• International companies must be listed on a Qualified Foreign Exchange (or SEC Reporting) and submit a Letter of Introduction from an approved OTCQB Sponsor

Reporting Requirements

Meet one of the following Reporting Standards:

• SEC Reporting Standard
• Regulation A Reporting Standard (Tier 2)
• U.S. Bank Reporting Standard
• International Reporting Standard
• Alternative Reporting Standard

Timely disclosure of material news

Corporate Governance Requirements (Alternative Reporting only)

• Have a board of directors that includes at least two Independent Directors
• Have an Audit Committee, a majority of the members of which are Independent Directors

Verification Requirements

• Maintain a Verified Company Profile
• Post initial and annual verification and management certification

DTC is a subsidiary of The Depository Trust & Clearing Corporation, based in the United States that manages the electronic clearing and settlement of publicly traded companies.

Securities that are eligible to be electronically cleared and settled through DTC are considered “DTC eligible”. This electronic method of clearing securities streamlines the process of trading, enhances liquidity, and provides direct access to investors and brokers throughout the OTC Capital Markets in the United States.

www.otcmarkets.com