REGULATIONS FOR THE VENTURE CAPITAL SEGMENT OF THE LIMA STOCK EXCHANGE

Transcription

1 REGULATIONS FOR THE VENTURE CAPITAL SEGMENT OF THE LIMA STOCK EXCHANGE CONASEV RESOLUTION N EF/94.10 BVL Venture Exchange

2 REGULATIONS FOR THE VENTURE CAPITAL SEGMENT OF THE LIMA STOCK EXCHANGE Article 1.- Scope TITLE I GENERAL PROVISIONS These Regulations govern the registration in the RBVL of common shares with voting rights issued by junior companies, the requirements and functions of the sponsor, term requirements and the exclusion of junior companies common shares with voting rights from the RBVL. Article 2.- Definitions These Regulations apply the terms defined in the Consolidated Text of the Securities Market Act and in its regulations; in addition, the terms set out below shall have the following meanings: Blocks: Groups of shares comprised as follows: a) 1000 common shares with voting rights whenever their quotation is less than US$ 0,08 per share. b) 500 common shares with voting rights whenever their quotation is greater than or equal to US$ 0,08 per share and less then US$ 0,80 per share. c) 100 common shares with voting rights whenever their quotation is greater than or equal to US$ 0,80 per share. BVL: Lima Stock Exchange. Control Person: Any person who, in accordance with the Indirect Ownership, Links and Economic Group Regulations, controls the junior company or any person who has a significant share, unless it can be demonstrated that other person or persons exercise control over the company. Junior Company: company included in one of the following three categories: 1. Junior Company I: Mining company incorporated in the country, meeting the requirements set forth in Article 5, Item a) of these Regulations. Modified by CONASEV Resolution N EF/94.10 (...) 2. Junior Company II: Mining company which shares with voting rights are listed in one or more of the following organized markets: TSX-Venture Exchange of Canada or Toronto Stock Exchange TSX of Canada, Alternative Investment Market - AIM of England,

3 Australian Stock Exchange - ASX of Australia or in exchanges or organized markets previously authorized by CONASEV. In the case of common shares with voting rights that are already listed in the Toronto Stock Exchange-TSX of Canada, only those common shares with voting rights that have been registered in the mentioned stock exchange (TSX), under the section 314 (b) of the Toronto Stock Exchange Corporate Manual (314(b) Minimum Listing Requirements for Mining Companies: Mineral Exploration and Development-Stage Companies, Toronto Stock Exchange Company Manual), will be considered. (...) 3. Junior Company III: Mining company incorporated abroad, meeting the requirements set forth in Article 5, Item a) of these Regulations, and which is not listed in the exchanges mentioned in the previous paragraph. Listing Report: Report prepared by the sponsor whenever a Junior Company II wishes to list its common shares with voting rights in the RBVL, without holding a primary public offering. Its contents are detailed in Item e) of Article 16 of these Regulations. Observed Junior Company: This is a junior company which does not meet the term requirements and which has been classified as having been observed by the BVL. Principal: Any person fitting any of the following assumptions: a) The person is a promoter of the junior company or has acted as such at some point during two years prior to the date of filing with CONASEV of the application for registration of the corresponding information prospect. b) The person is a director or manager of the junior company or of the legal entities forming part of their economic group, at any time between the start of the CONASEV registration procedure and the corresponding placement by public offering of the common shares with voting rights. c) The person has a share equal to or greater than 20% of the common shares with voting rights issued by the junior company immediately before and immediately after the holding of a primary public offering. d) The person has the capacity to elect one or more directors or managers of the junior company or of the legal entities forming part of his economic group, at any time between the start of the CONASEV registration procedure and the corresponding placement by public offering of the common shares with voting rights. e) The person is a relative of the individuals prescribed in the points above. Through a duly substantiated action, the BVL may order the inclusion or exclusion of a person, into or out of the Principal classification. Pro Group: The following are members of a Pro Group: a) The sponsor;

4 b) The shareholders, managers, directors and employees of the sponsor; c) The persons who control or form part of the economic group to which the sponsor belongs; d) The legal entities where the persons mentioned in the above points have control or a representative share; and, e) The relatives of the individuals included in Items b) and c) Through a duly substantiated action, the BVL may order, upon request or on its own initiative, the inclusion or exclusion of a person into or out of a pro group. Promoter: This is a person, whom, acting alone or in coordination with one or several persons, directly or indirectly, takes the initiative to found, organize or substantially reorganize the business of the junior company. Public Shareholders: These are the persons who are not promoters, related persons, persons who form part or control the economic group to which the junior company belongs and members of the pro group. Qualified Person: Independent person defined in the Code for Reporting of Mineral Resources and Ore Reserves approved by the BVL. Qualified Property: This is the mining concession or concessions with respect to which the junior company will meet the requirements prescribed in Article 5, Item a). RBVL: BVL Securities Registry. Related Person: a) The directors and managers of the junior company. b) The directors and managers of the companies forming part of the economic group to which the junior company belongs. c) The persons who, directly or indirectly hold ten per cent (10%) or more, of the common shares with voting rights of the junior company. Review Process: The minimum review procedures conducted by the sponsor in accordance with the stipulations of Article 16, Item c). Seed Shares: These are shares issued by a junior company prior to holding a primary public offering in any member country of the International Organization of Securities Commissions (IOSCO), whether or not there are restrictions on their free transfer. Such shares may not have more rights or fewer obligations than common shares with voting rights issued through public offering. Specialist: This is an independent person, whom, being an expert, consultant or specialist, undertakes or participates in the undertaking of an evaluation or technical report on matters that form part of the Sponsor s Report.

5 Sponsor s Report: Report prepared by the Sponsor whenever the junior company is going to hold a primary public offering. Its contents are detailed in Item d) of Article 16 of these Regulations. Sponsor: Stock brokerage firm or firms, which individually or as a consortium-, meet the requirements set forth in Article 12. Unless otherwise indicated, the references made to given articles must be understood to have been made to those corresponding to these Regulations. TITLE II LISTING OF COMMON SHARES WITH VOTING RIGHTS OF JUNIOR COMPANIES IN THE REGISTRY OF SECURITIES OF THE LIMA STOCK EXCHANGE Article 3.- Listing The common shares with voting rights issued by any junior company meeting the requirements set forth in these Regulations may be subject to listing in the RBVL, on the initiative of the junior company. Article 4.- Trading The common shares with voting rights of the junior companies will be traded in the Venture Capital Segment of the BVL stock exchange sessions, under the rules set forth in the Regulations governing BVL Stock Exchange Sessions Trading. Article 5.- Requirements CHAPTER I JUNIOR COMPANY REQUIREMENTS Any junior company included in the Junior Company I or Junior Company III categories, wishing to list in the RBVL their common shares with voting rights previously issued and placed through a primary public offering in the country, as well as any Junior Company II holding a primary public offering in the country, must comply with the following: a) Quantity Requirements. 1. Be the holder of the Qualified Property or holder of a mining assignment or option agreement with exclusive rights to explore and obtain title to the Qualified Property or else form part of a shared risk or general partnership agreement; and for all the aforementioned assumptions -, directly carry out exploration works in the Qualified Property. In case of a Junior Company II, the title to the Qualified Property can be accredited through direct or indirect ownership.

6 2. Have incurred exploration expenses in the Qualified Property for a minimum of US$ in the last three years, excluding any and all expenses incurred in complying with the requirements of the preceding point. 3. Submit a geological report recommending a contingency-free minimum work program with an investment of US$ in the Qualified Property. The geological report must be prepared in accordance with the Code for Reporting of Mineral Resources and Ore Reserves, approved by the BVL. 4. Have adequate working capital and financial resources, including the funds gathered through the public offering, to supply sufficient resources to: I. Execute the work program recommended in the Geological Report; II. Cover the overheads and administrative expenses projected for a minimum period of 12 months; III. Permit the holding of rights over the Qualified Property and all the main properties at least during the following 12 months; and IV. Ensure having a minimum of US$ worth of non-allocated funds 5. In case the junior company is in the production stage, have proven and probable reserves, as calculated by a Qualified Person, which will provide a useful mine life of less than three years. b) Public Distribution Requirements: The public distribution requirements will be determined by the Board of Directors of the BVL, taking into consideration the following criteria: 1. Minimum placement price in the primary public offering. 2. Minimum number of shares with voting rights held by the Public Shareholders without having assumed any restrictions with respect to the free transfer of the securities 3. Minimum amount of placement in favor of the Public Shareholders. 4. Minimum number of Public Shareholders with at least one block of shares without them having assumed restrictions to the free transfer of the securities. Whenever most of the Public Shareholders only hold one block of shares and the securities are concentrated in a small group of shareholders, which could represent a possibility of manipulation of the securities trading, the BVL will be entitled to determine whether or not these provisions are being met. 5. Minimum percentage of outstanding shares issued and held by the Public Shareholders. 6. Maximum percentage of shares directly or indirectly held by the Pro Group at the time of the listing.

7 c) Directors and Managers. 1. The junior company must have at least two directors who are not controlling persons, employees, managers or consultants of the junior company or directors or officials of the sponsor. 2. The junior company must have at least one director with experience in mining exploration. 3. The junior company s board of directors must have at least two members with experience in the application of good corporate government practices. 4. The junior company must have a director who will act as the Stock Exchange Representative. 5. The junior company must have a management team with experience in mining exploration activities and in mining company management. This experience must be evaluated under the following criteria: I. Management positions held with other mining companies, duration of the position and volumes of mineral identified and exploited. II. III. Financial results of the companies where they have performed as members of the management team, taking into account ratios, such as return on investment, profits before interest, taxes, depreciation and amortization and other ratios which the BVL may consider relevant. Results of the exploration and development program in the mining companies in which they performed. 6. The following are prohibited from holding the position of Director or Manager: I. Those who have been declared bankrupt or insolvent, or who have been subject of intervention, or are undergoing an asset restructure process, for as long as the condition prevails. II. III. Those who have been declared incapable. Those who have property bordering the Qualified Property or who are shareholders of the companies who own such properties. IV. Those who have been disqualified by the Judiciary, Superintendency of Banking and Insurance, CONASEV or securities commissions, exchanges or selfregulating organizations tied to the securities markets of other countries, for as long as such disqualification prevails. V. Those who have conflicts of interest with the company where they would hold such positions.

8 VI. Those who have been convicted of a crime involving fraud, forgery, corruption, fraudulent misrepresentation, money laundering, undue use of insider information or any other crime which may question the integrity and capacity of the person when acting as director or manager of a junior company. VII. Those who directly or jointly owe money due to fines imposed by the Superintendency of Banking and Insurance, CONASEV or securities commissions, exchanges or self-regulating organizations tied to the securities markets of other countries. d) Having a sponsor put together and submit the Sponsor s Report to the BVL. e) Having an agreement signed by the holder of the securities or the junior company, when applicable, and the sponsor, containing provisions stipulating the temporary prohibition to transfer the following securities: 1. Those which are owned by the principals. The agreement must include the release terms set forth in Annex The Seed Shares which are not owned by the principals. The agreement must include the release terms set forth in Annex Those issued after the primary public offering and which are not related to the offering. The agreement must be signed by the junior company and set forth the release terms set forth in Annex 5. f) Its capital stock must be represented by a single class of shares with voting rights. CHAPTER II REQUIREMENTS FOR THE REGISTRATION OF COMMON SHARES WITH VOTING RIGHTS Article 6.- Listing of common shares with voting rights of junior companies included in the Junior Company I category In order to obtain the listing of common shares with voting rights in the RBVL, a Junior Company I must submit the information and documentation prescribed in Article 5, Items a), b), c), d), e), f), h), i), j), k), I), m), and n) of the Regulations governing the Registration and Exclusion of Security Titles in BVL Stock Exchange Sessions. Furthermore, it must meet the requirements stipulated in the regulations governing primary public offerings of shares listed in the Securities Market s Public Registry. Additionally, the company must comply with the following: a) With respect to the application to list in the RBVL, it must specify that it intends to list the common shares with voting rights for their trading in the BVL Venture Capital Segment, supplying the following information: 1. Mineral substances identified in the Qualified Property.

9 2. A report prepared by the sponsor evidencing compliance with each of the minimum requirements of the Venture Capital Segment specified in Article Number and type of common shares with voting rights to be listed, as well as their characteristics. b) In addition to the provisions of Item j) in Article 5 of the Regulations governing the Registration and Exclusion of Security Titles in BVL Stock Exchange Sessions, the following must be presented: 1. A full list of all shareholders, specifying the number of shares, date of issue, date of purchase, type of share and subscription or acquisition price, identifying the shares held by the principals, pro group and related persons. 2. Document containing personal information about every director, manager, promoter and any other person required by the BVL. In the case of legal entities the company must submit a document containing personal information for every director, manager and persons controlling the legal entity. This rule must be successively applied in case the condition of manager and persons controlled are legal entities. The personal information document must be submitted in the format set forth in Annex 1 and must be kept updated by the junior company for as long as the person acts in such position. c) Submit the information prospect, prepared in accordance with the provisions contained in the Regulations governing Primary Public Offerings and Security Titles Purchases and in the Regulations governing Primary Public Offerings of Junior Companies Common Shares with Voting Rights. d) Submit the Sponsor s Report, prepared in accordance with the provisions of Title III, Requirements and Functions of the Sponsor. e) Submit copies of all relevant contracts and agreements signed or to be signed by the junior company, including the consideration offered, to the listing of the securities, to include agreements related to: custody, management, stock brokerage firms, financing, relevant acquisition or any other complementary services. Also to be included are any agreements directly or indirectly celebrated between the junior company and related persons, principals or pro group, also providing details of the consideration offered. f) Submit a geological report on the property or properties to benefit from the resources obtained from the primary public offering, which must contain recommendations for the exploration and development of the project. The mining reports must be prepared in accordance with the Code for Reporting of Mineral Resources and Ore Reserves, approved by the BVL. g) Submit the statements issued by the specialists performing as the Qualified Person, auditor, engineer, appraiser, attorney or other person deemed to be an expert and whose report, appraisal, opinion or argument is revealed, summarized or incorporated in the documents required for the listing of securities. The statements must indicate that the information submitted by the junior company accurately reflects the contents of the

10 respective report and that it is in accordance with the provisions of Article 17 of the Regulations governing Primary Public Offerings and the Sale of Security Titles. h) Submit a statement issued by the sponsor specifying the holder, the number and the type of shares held in custody, pursuant to the terms of each custody agreement. Article 7.- Listing of common shares with voting rights of Junior companies included in the Junior Company II category. In order to obtain the listing of common shares with voting rights previously issued and placed in the RBVL, a Junior Company II must comply with the following: a) Submit an application containing the following information: 1. The main data pertaining to a junior company are as follows: name, date of incorporation, domicile, country of origin, economic activity, main products and amount of capital stock paid-in in its original currency and in US Dollars; 2. The main characteristics of the securities to be listed are: nominal value, rights conferred, ISIN Code, mnemonic and the exchange in which they are listed; 3 The date and the type of right pending payment; 4. Information on the institution from abroad responsible for the custody, clearing and settlement of the security to be listed with which a Clearing and Settlement Institution in the country has signed an agreement, or else, a report with details of the means and facilities available for the custody, clearing and settlement of securities; and, 5. Information about the person domiciled in the Peru who will be the representative to the BVL during the term of the listing (Stock Exchange Representative) as well as of the representative authorized to file for the listing. b) Submit a sworn affidavit of the junior company in the sense that it has direct or indirect ownership of the Qualified Property. c) Have a sponsor to prepare and submit to the BVL the Listing Report, pursuant to the provisions of Item e) in Article 16. d) Submit a regular copy of the resolution issued by the competent body of the junior company to incorporate into the stock trading of the BVL the common shares with voting rights, or equivalent instrument legal instrument. e) Submit a sworn affidavit of the junior company in the sense that all the information submitted to the exchanges or organized markets where its securities are listed, is available, on real time, through a web site that the public can access, which address must be disseminated. f) Submit a regular copy of the power of attorney of the Stock Exchange Representative, as well as of the representative authorized to file for the listing, with proof of its

11 registration in the Register of Powers of Attorney and Mandates of the Registrar s Office of Lima and Callao, containing the faculties conferred to file for the listing and the general and special powers of representation to the Peruvian administrative and judicial authorities. g) Submit a regular copy of the resolution issued by the competent body of the junior company whereby it subjects itself to the rules and regulations of the BVL in accordance with national legal provisions and the regulations issued by the Board of Directors of the BVL. h) Submit a report prepared by the sponsor concerning restrictions to transfers affecting the persons who are holders of the securities to be listed, if any, detailing the type and conditions to which they are subject in the exchanges or markets where their securities are listed. The BVL will proceed and list the security once it has confirmed that it is traded in the markets referred to in the definition of a Junior Company II and that the settlement and delivery system is indeed in operation. The junior company must submit to CONASEV and to the BVL, during the term of the listing, the same information, at the same time as required in the securities exchanges or markets where the security is listed. As a consequence of the listing of the security, the BVL will be responsible for facilitating access to the public information system which provides the information submitted by the junior company in the exchanges or organized markets where the security is listed, and if access to the system is not operational, after having confirmed the non-existence of information available through other means, it must immediately adopt measures aimed at preventing stock brokerage firms from dealing in securities in or out of the BVL stock exchange sessions -, without the principals having a possibility of accessing relevant information to make investment decisions. The stock brokerage firms will only execute orders relative to these securities, issued by their customers, provided they have signed a declaration stating that they know the following: aa) bb) cc) dd) That the said securities are subject to the regulations governing the foreign securities markets where they are traded; The information relating to such securities is subject to the manner and time of submission set forth by the regulations governing the exchanges or organized markets where they are listed; The information available is that which can be found via Internet or through vendors or other similar means of communication and the means set forth by the BVL; Any differences in the accounting and tax treatment established in the country or countries where these securities are traded, versus the national regimen;

12 ee) ff) gg) hh) The regimen in effect for the issuing and characteristics of the securities, as well as the mechanisms or means available, in order to exercise the rights conferred by such securities; The conditions and circumstances relative to the countries where these securities are traded; The non-applicability of certain Peruvian regulations concerning the legal system established for the exchanges or organized markets where the security is listed; and, That there will not be any case of public tender offer by exclusion from the registry, if these securities are unlisted from the RBVL and from the Securities Market s Public Registry. The above-mentioned declaration must be evidenced in the document containing the order, or on the customer s data sheet, indicating the specific security or securities referred to, or whether it refers to all foreign securities. Furthermore, in the case that a Junior Company II decides to hold a Primary Public Offering, it must meet the requirements prescribed by the regulations governing primary public offerings of shares listed in the Securities Market s Public Registry and in the Regulations governing Primary Public Offerings of Junior Companies Common Shares with Voting Rights. Article 8.- Listing of common shares with voting rights of foreign junior companies included in the Junior Company III Category In order to obtain the listing of common shares with voting rights in the RBVL, after having held a Primary Public Offering in the local market, Junior Companies III must submit the documentation prescribed in Items a), b), c) d), e), f), g) and h) of Article 6 of these Regulations. In addition, they must meet the requirements set forth in the regulations governing primary public offerings of shares listed in the Securities Market s Public Registry, and submit the following documentation: a) Audited financial statements and annual report corresponding to the last two fiscal periods, as well as non-audited financial statements as of the quarter preceding the date of application, and the audited consolidated financial statements for the last two years, if applicable. In cases where the company has been incorporated for at least two years, it must file the opening balance sheet and the unaudited financial statements for the current period, as of the closing of the quarter prior to the date of filing of the application; and when applicable, the annual report, audited financial statements and the corresponding audited consolidated financial statements. The financial statements must be presented in the format required in the country of origin, unless otherwise prescribed by law, and they must be endorsed by an internationally well-known foreign auditing company.

13 b) Updated regular copy of the registration record, issued by the respective Registrar s Office or equivalent legal instrument from the country of origin. c) Regular copy of the resolution adopted by the competent body to incorporate into stock trading the common shares with voting rights, or equivalent legal instrument, whenever applicable. d) Regular copy of the notarially issued instrument of incorporation, plus an up to date set of the bylaws, duly signed by its legal representative. In the case of a capital increase or amendment to the bylaws pending registration, a copy of the resolution certified by a notary or similar authority must be submitted. e) Regular copy of the notarially issued instrument, the issue agreement or equivalent legal instrument, providing evidence of the terms or characteristics of the common shares with voting rights, provided this is not stipulated in the corporate bylaws. The characteristics must include the number of shares, the total amount, issue date, nominal amount, the rights and obligations represented thereby, effective term, transfer method, and when applicable, the ISIN code and respective mnemonic. f) Evidence of having celebrated an agreement for the Representation of Securities by Bookkeeping Entries, with a Securities Clearing and Settlement Institution in the country. In the case of common shares with voting rights kept in foreign institutions responsible for the custody, clearing and settlement of securities, evidence must be shown of the signing of the corresponding agreement between the aforementioned foreign institutions and a Securities Clearing and Settlement Institution in the country, or a report with details of the means and facilities available for the custody, clearing and settlement of such securities. g) Information about the representative who pursues the listing, as well as of the power of attorney authorizing him to do so, with proof of the relevant registration in the Register of Powers of Attorney and Mandates of the Registrar s Office of Lima and Callao, containing the faculties conferred to file for the listing and the general and special powers of representation to the Peruvian administrative and judicial authorities. Also to be submitted is the instrument evidencing acceptance of the representation. h) Appointment of a person, domiciled in Peru, who will be the representative to the BVL during the term of the listing (Stock Exchange Representative). i) List of shareholders representing a share in excess of five percent (5%) of the capital stock, directors and management team of the junior company; as well as of the legal entities comprising the economic group to which the junior company belongs. j) Regular copy of the General Shareholders Meeting resolution accrediting the approved dividends policy to apply whenever the common shares with voting rights to be listed are entitled to dividends. k) Report indicating the main businesses of the company, projects and any aspects which its board of directors may deem convenient due to their relevance for investors. It must include details of any dividends and rights or benefits pending delivery.

14 l) Regular copy of the resolution adopted by the competent body of the junior company whereby it subjects itself to the rules and regulations of the BVL in accordance with national legal provisions and the regulations issued by the Board of Directors of the BVL. m) Report on the legal regimen of the country where the junior company is incorporated and the main differences with Peruvian law, covering corporate, tax and securitiesrelated matters, as well as any restrictions to capital in-flow or out-flow, dividends, interest, fees, means available to the holder of the securities to enforce its rights with the junior company and any other matters of importance. The report will be signed by the professional responsible; n) Report on the main differences between the accounting treatment in the country of origin and that of Peru, especially the principles used in the preparation of financial statements of the issuers, indicating whether or not governed by regulations and principles accepted at the international level; as well as, whether the presentation of the annual consolidated information is examined by independent auditors; and making reference to this effect, about the accounts of the balance sheet and profit and loss statement. The report will be signed by the professional responsible; o) Restrictions and controls to which it is subject: 1. The documentation will be submitted in one set - original or certified copy in its original language and in Spanish. Documents which are equivalent to those stipulated in this article, which may be applicable, must be authenticated by Peruvian authorities. 2. In addition, stock brokerage firms will only execute orders relative to these shares with voting rights, which are received from their customers, provided they have signed an affidavit stating that they know the following: i. That the said securities are subject to the regulations governing the foreign securities markets where they are traded; ii. The information relating to such securities is subject to the manner and time of submission set forth by the regulations governing the exchanges or organized markets where they are listed; iii. The regimen in effect for the issuing and characteristics of the securities, as well as the mechanisms or means available, in order to exercise the rights conferred by such securities; iv. The conditions and circumstances relative to the countries where these securities are traded. The above-mentioned declaration must be evidenced in the document containing the order, or on the customer s data sheet, indicating the specific security or securities referred to, or whether it refers to all foreign securities.

15 TITLE III REQUIREMENTS AND FUNCTIONS OF THE SPONSOR Article 9.- Sponsor Requirement CHAPTER I GENERAL PROVISIONS Any junior company wishing to list its shares in the Registry must have a sponsor. This function will be assumed by the stock brokerage firms, which individually or as part of a consortium agreement signed between them -, have the previous authorization of the BVL. This authorization is to be granted prior evaluation of compliance with the requirements set forth for the undertaking of this activity. In the case of a consortium, the requirements and functions set forth for the sponsor may be jointly complied with by the stock brokerage firms forming part thereof. In case of infraction of the provisions of these Regulations, all the stock brokerage firms forming part of the consortium will joint and severally assume the responsibilities prescribed in the corresponding sanctions regulations. The BVL will supervise the performance of the stock brokerage firms acting as sponsors. Article 10.- Faculty to suspend or cancel the sponsor s authorization The BVL may suspend or cancel the sponsor s authorization in the following cases: a) By application of the sponsor. b) For non-compliance with any of the provisions established in these Regulations and other applicable provisions. The revocation of the status of sponsor due to infraction of the provisions established in these Regulations and other applicable provisions governing its status will be determined by the Disciplinary Chamber of the BVL. The BVL has the duty to report to CONASEV and to diffuse through the means decided by its board of directors, any acts of authorization, suspension, cancellation or revocation of the authorization to perform as sponsor, on the day following the event. Article 11.- Information retention The information related to the undertaking of the sponsor s functions must be retained by the sponsor for a minimum period of ten (10) years counted as from the date of registration of the securities in the Registry or from the submission of the Sponsor s Report or Listing Report to the BVL, whichever term is greater.

16 CHAPTER II REQUIREMENTS TO BE MET BY STOCK BROKERAGE FIRMS TO PERFORM AS SPONSOR Article 12.- General Qualifications Required To obtain and maintain a sponsor s business license, the stock brokerage firm or consortium comprised thereby, must at all times meet the following requirements: a) A stock brokerage firm acting individually or as part of a consortium agreement, must not have been subject, by firm resolution issued during the past 12 months, to any sanctions corresponding to a very serious infraction. b) Must have instituted written regulations and procedures, approved by the board of directors or by the stock brokerage firms, as the case may be, in order to: 1. Avoid conflict of interest, including those related to the playing of several roles, such as acting as underwriter and/or sponsor and advising the public or trading in the securities of the junior company. 2. Establish requirements for the level of education and experience of the personnel responsible for performing sponsor activities, which must be in proportion to the responsibilities assumed. 3. Make it possible to ensure an adequate due diligence. 4. Permit a periodical review of its policies and procedures. c) Implement the procedures required to guarantee the segregation of the duties assumed as a sponsor from any other duties which are proper of a stock brokerage firm, especially those related to provision of advice on trading matters. The Board of Directors of the BVL may issue complementary regulations to prescribe the sponsor authorization process. Article 13.- Existence of policies and procedures to avoid conflicts of interest Policies and procedures instituted to avoid conflicts of interest must take the following into consideration: a) Restriction of access to any information which is not public domain and which is related to the junior companies. All material associated with information which is not yet public domain must only be available to persons who have been previously authorized by the sponsor. b) Ensuring a reasonable physical separation between work space of the personnel responsible for the sponsor s activities and those of other areas. c) Ensure the confidentiality of any information which is not public domain and which is on physical or electronic media.

17 d) Train the personnel responsible for carrying out the sponsor s activities concerning compliance with rules of conduct, handling of non-public domain information, undue use of insider s information and their legal consequences. Article 14.- Restriction or suspension of other activities The sponsor must evaluate and essentially determine whether or not it is appropriate to restrict or suspend activities other than those corresponding to its status of sponsor, carried out thereby or by its employees with respect to the junior company, including trading, advice and diffusion of research material. Article 15.- Trading Restrictions At any time prior to the holding of a primary public offering of the shares with voting rights of the junior company: a) The sponsor, its directors, General Manager, personnel carrying out the activities proper of the sponsor and the specialists, are prohibited from buying or selling any the junior company securities, whether directly or indirectly, for their own benefit or on behalf of third parties. b) The sponsor is prohibited from diffusing information which is not contained in the documentation made available for the primary public offering. Following the primary public offering of the junior company s shares with voting rights, trading in the securities issued by that company, conducted by the directors, managers, employees of the sponsor and by the specialists, must be supervised by the sponsor in order to determine whether or not trading has been performed using insider information; and if so, report the situation to CONASEV. To that effect, the sponsor will establish policies and procedures obliging its employees, officials and specialists to report any and all trades performed involving securities of the junior company. Article 16.- Sponsor Functions a) General CHAPTER III SPONSOR FUNCTIONS Carry out the Review Process and prepare the Sponsor s Report or Listing Report. The sponsor s responsibility does not cover the contents of the geological report or any information prepared or validated by a specialist, provided he has acted diligently in his endeavor. b) Use of specialists 1. The sponsor may hire specialists whenever it can reasonably determine that it is necessary to have a person with specific technical experience in order to properly perform its duties.

18 2. The sponsor must make sure that the specialist does not have a conflict of interest, - directly or indirectly -, with the junior company or with respect to any securities issued thereby, as may be applicable. c) Review Process The Review Process must be conducted prior to the preparation of the Sponsor s Report and it must at least include the following: 1. A review of the capacity of the junior company to meet the requirements prescribed in Articles 5, 6 or A general review of the junior company s business, including an evaluation of its business plan. 3. A review of the proposed operation. 4. A review of the contracts or agreements specified in Article 6, Item e). For the purposes of the Listing Report, it must at least include Point 1 above. d) Required information to be contained in the Sponsor s Report. The Sponsor s Report must contain the following: 1. A declaration of the sponsor stating that it does meet the minimum requirements to act as such in accordance with the provisions of Title III, Chapter II. 2. Identify any information or fact, which may reasonably have an impact on compliance with the requirements for the listing of a junior company s common shares with voting rights in the RBVL. 3. Details of the experience of individuals participating in the research and preparation of the Sponsor s Report, including their knowledge of the junior company s business. Additionally, the following information must be included: I. Name, address and occupation. II. Relevant information on any studies pursued, including areas of specialization. III. Relevant information on their professional experience in the junior company s business, corporate planning and financial analysis. IV.Information about any aspects and periods during which the person participated in the undertaking of the activities proper of the sponsor. 4. A declaration stating the existence of any possible conflicts of interest between the persons mentioned in Point 3 above, and the junior company, persons forming part of its economic group, related persons and promoters.

19 5. Based on the Review Process, the Sponsor s Report must include the following: I. A detailed description of any aspects substantiating the capacity of the junior company s directors and managers, so that, individually and collectively, they will meet the requirements set forth in Article 5, Item c) of these Regulations. II. A detailed description of the evaluation performed concerning compliance with the working capital requirement prescribed in Article 5, Item a) Point 4. III. A description of any aspects substantiating compliance with the other requirements contained in Article 5. IV.A declaration stating that the junior company meets all the requirements prescribed for listing its shares in the RBVL. e) In case a Junior Company II wishes to list its previously issued and placed common shares with voting rights, the Sponsor must submit a Listing Report containing the requirements specified in Points 1, 2, 3 and 4, and in Sections I and IV of Point 5 in the preceding item: The BVL or CONASEV may request additional information from the sponsor and its inclusion in the Sponsor s Report or Listing Report, as the case may be. Article 17.- Publicly disclosed information Prior to the issuing of the common shares with voting rights subject matter of a primary public offering, the sponsor must submit to the BVL, together with the information specified in Annex 2, a declaration stating compliance with the public disclosure requirements, indicating the manner how each of them has been accomplished. Article 18.- Signing of the Sponsor s Report and Listing Report. The Sponsor s Report or the Listing Report must be signed by two duly authorized directors and/or managers; and, whenever applicable, one of them must sign the prospectus in representation of the sponsor. Article 19.- Duty to disclose information The sponsor must report to the BVL any agreements entered into with the junior company so as to have this information disseminated throughout the market. TITLE IV TERM REQUIREMENTS, INACTIVE AND REACTIVATED COMPANIES Article 20.- Sponsor s Obligation The sponsor must perform a follow up on the compliance with the junior company s term requirements, with the obligation to report to the BVL any cases of non-compliance, by the

20 day after it learned about it. Not withstanding the above, the BVL may request the sponsor to provide junior company term requirements compliance related information. Article 21.- Term Requirements A junior company with common shares with voting rights listed in the RBVL must at all times comply with the following requirements: a) Public disclosure: Public disclosure requirements must be determined by the Board of Directors of the BVL, with consideration to the following criteria: 1. Minimum number of shares with voting rights owned by Public Shareholders without restrictions to their free transfer. 2. Minimum number of Public Shareholders with at least one block of shares without restrictions to their free transfer. 3. Minimum percentage of outstanding shares issued which are owned by Public Shareholders. b) Stock Exchange Capitalization: The market value of the shares owned by Public Shareholders without restrictions to their free transfer must be at least US$ c) Working Capital: Junior companies must have a working capital and the financial resources necessary to cover overheads and administrative expenses for the following six (6) months; with the minimum amount being US$ d) Investments: Junior companies must have incurred into exploration and development expenses on their properties, worth at least US$ during the past twelve (12) months. e) Assets and Operations: Junior companies must: 1. Maintain their active mining company status. 2. Carry out exploration work, preventing their interruption, except for cases of force majeure. 3. Preserve their assets, abstaining themselves from selling them or transferring them to third parties.

21 f) Have an active sponsor authorized by the BVL. g) In the case of a Junior Company II which has not held a primary public offering in the Peruvian market, it must have the same securities which are listed in the BVL, listed in the respective exchange or organized market. Prior evaluation, in case they are unlisted from the markets prescribed in the definition of a Junior Company II, the BVL will decide whether or not to unlist the shares issued by the Junior Company II from the RBVL. Article 22.- Application of Term Requirements a) Whenever a junior company fails to comply with one of the term requirements established in Items a), b), c), d) and e) of the preceding article, the BVL will notify it of such condition and grant a 180-day term, counted as from the notice date, to meet all term requirements, otherwise it will be classified by the BVL as an observed junior company. During the 180-day term, the junior company will not be subject to any restrictions. b) Whenever a junior company fails to comply with two or more of the term requirements established in Items a), b), c), d) and e) of the preceding article, the BVL will notify it of such conditions and grant a 90-day term, counted as from the notice date, to meet all term requirements, otherwise it will be classified by the BVL as an observed junior company. During the 90-day term, the junior company will not be subject to any restrictions. In case of concurrence with the notice specified in Item a), the term with the soonest expiry will apply. c) In classifying an observed junior company, the BVL may take into account its seasonal nature, the cycles affecting the business and other factors deemed to be relevant. d) The renunciation of a sponsor will not be in effect until such time as a substitute is appointed, unless sixty (60) days have expire since the renunciation was communicated, the removal was approved, or the cause of the revocation of its duty was produced and no substitute has been designated. Having the above-mentioned term expired, and no substitute has been appointed, trading in the shares of the junior company in the BVL Venture Capital Segment will be suspended. Article 23.- Observed Junior Company a) Common shares with voting rights issued by a junior company classified as an observed junior company may continue to be traded in the BVL Venture Capital Segment during a period of 18 months following the classification, provided it complies with the provisions contained in Article 24. b) Independently from compliance with the provisions of Article 24, a junior company classified as an observed junior company must meet all term requirements by the end of the 18-month term; otherwise, trading of its common shares with voting rights in the BVL Venture Capital Segment will be suspended. c) A junior company classified as an observed junior company cannot issue options or enter into agreements to grant options in favor of related persons.

22 d) A junior company classified as an observed junior company cannot, directly or indirectly, make or accumulate payments to directors or members of the management team for any services in an amount exceeding US$ per month. That amount includes the sum of any payments made or accumulated for all the persons mentioned. e) A junior company classified as an observed junior company, or its shareholders, cannot perform any activity to promote the purchase or sale of the junior company s securities. This prohibition does not include the following: 1. The diffusion of the information provided and prepared by the junior company with respect to the normal course of the junior company s business: I. To promote the sale of products or services of the junior company. II. To increase the image of the junior company. 2. Activities necessary to comply with: I. The regulations governing the securities market. II. The regulations governing the sector in which the junior company performs its activities. f) In the case of Junior Companies II, the condition of observed junior company will be regulated in accordance with the equivalent regulations existing in the market where it was so classified. Article 24.- Procedure for the lifting of an observed junior company classification In order to obtain a reversal of an observed junior company classification, the junior company must, within twelve (12) months following such classification: a) Submit a plan to the BVL, describing the measures to be taken in order to meet all term requirements within 18 months from the date of the classification. b) Accredit to the BVL at least one of the measures of the plan mentioned in the preceding item. To that effect, the sponsor s acceptance of such compliance must be submitted as well. If the aforesaid documents are not accepted by the BVL or if they are not submitted within the prescribed term, the BVL can suspend trading in the junior company s common shares with voting rights. Article 25.- Unlisting The unlisting of the common shares issued by a junior company will be subject to the provisions contained in the Registration and Exclusion of Security Titles in the BVL and other applicable provisions.