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Engineering, procurement, construction & management of crude oil refineries.

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Message: I started digging...

I started digging...

posted on Dec 20, 2007 06:44PM

And IMO there is nothing negative with this move.  This is SOP (standard operating procedure).  If you read the CNR, it is TRULY a clarification news release!! No where, from what I read, did it WWF ever state (in the past) that we have a done deal, signed contracts, etc.  Foley has simply been working on creating contacts, in preparation for CONTRACTS, plain and simple.  

Below is an excerpt from the CNR, note the hi-lited(bold printed) items of interest.

 

 **************************

Company's Shares to Trade on the NEX

In the most recent fiscal year the Company did minimal work on its Canadian mineral properties (less than $5,000), and spent the vast majority of its time and resources toward the pursuit of other business opportunities. The Company has been informed by the Exchange that the Company has failed to meet minimum maintenance requirements as a Tier 2 mineral exploration company. As a result, the Company will resume trading on the NEX board of the Exchange, pending either its satisfaction of Tier 2 requirements or filing and obtaining Exchange acceptance to such Change of Business as the Company may complete in the future.

*************_____________________******

Note Section 3.2(a)  BELOW

 

Summary of Minimum Listing Requirements


3.1


Every Issuer making Application for Listing, at the time its securities are listed for trading, must:

(a) meet the minimum quantitative requirements set out in section 4 of this Policy for a particular tier and industry segment;
(b) meet the minimum distribution requirements set out in section 5 of this Policy applicable to the particular tier on which the applicant Issuer is applying to be listed;
(c) be in compliance with the requirements set out in section 7 of this policy applicable to pre-listing transactions and capital structure;
(d) be in compliance with Policy 3.1—Directors, Officers and Corporate Governance, including the suitability and qualifications of directors and management;
(e) have had a Sponsor submit a final Sponsor Report where required; and
(f) have submitted all agreements, reports, other documentation and information as required by Policy 2.3—Listing Procedures.

3.2


In addition to the requirements set out above, an Issuer:

(a) that has been subject to a Cease Trade Order or similar ruling for 90 days or more immediately prior to a New Listing;
(b) whose securities have not traded for 24 months;
(c) that is a delisted Capital Pool Company, Venture Capital Pool or Junior Capital Pool; or
(d) which delisted from the Exchange for reasons other than graduation to a more senior exchange;
must file with and receive a final receipt for a Prospectus from one of the Securities Commissions, before the Exchange will list the Issuer's securities.


3.3


Except in the case of a Mining Issuer, Oil & Gas Issuer or an Investment Issuer, an Issuer must have Significant Interest in the business that forms the basis of its listing on the Exchange. In addition, the Issuer must have a means to enable it to retain at least the Significant Interest in the business. See sections 4.4 and 4.5 of this Policy for specific requirements for Mining Issuers and sections 4.6 and 4.7 for specific requirements for Oil and Gas Issuers.


3.4


The following tables summarize the Tier 1 and Tier 2 Minimum Listing Requirements:

Tier 1 Minimum Listing Requirements
Minimum Listing Requirements Mining Issuers Oil & Gas Issuers Technology or Industrial Issuers Research & Development Issuers Real Estate or Investment Issuers
Net Tangible Assets $2,000,000 No requirement Category 1: $1,000,000

Category 2: $5,000,000

Category 3: No requirement $5,000,000 $5,000,000
Property or Reserves Material Interest in a Tier 1 Property $2,000,000 proven reserves No requirement No requirement No requirement
Prior Expenditures No requirement No requirement No requirement Minimum $1,000,000 No requirement
Recommended Work Program $500,000 on the Tier 1 Property (as recommended by Geological Report) No requirement No requirement Minimum: $1,000,000 No requirement
Working Capital and Financial Resources Adequate for:

Work program

+ 18 mos. G&A(1)

+ 18 mos. property payments to keep Tier 1 Property and Exploration "Principal Properties" in good standing

+$100,000 unallocated Adequate

(Min: $500,000) Categories 1 & 3: Adequate Financial Resources for 18 months

Category 2: Adequate Working Capital for 18 mos. under business plan (incl. G&A)(1) and $100,000 unallocated Adequate Working Capital to cover:

Work program

+ 18 mos. G&A(1)

+ $100,000 unallocated Adequate for 18 months
Earnings or Revenue No requirement No requirement Category 1: $100,000 pre-tax earnings in last year or in last two of three years

Category 2: No requirement

Category 3: $200,000 pre-tax earnings in last year or in last two of three No requirement No requirement
Distribution, Market Capitalization and Float $1,000,000 held by Public Shareholders

1,000,000 free trading public shares

200 Public Shareholders with a Board Lot and no Resale Restrictions

10% Public Float

20% of issued and outstanding shares in the hands of Public Shareholders
Other Criteria Geological Report recommending completion of work program or positive feasibility study or production levels exhibiting a likelihood of positive cash flow

Sponsor Report may be required Geological Report

Sponsor Report may be required Sponsor Report if required

Category 2:

Management plan demonstrating reasonable expectations of earnings within 24 months. Human or technological benefits

Sponsor Report may be required Investment Issuers must have a disclosed investment policy and strategy

50% of the Available Funds must be allocated to at least 2 specific investments

Sponsor Report may be required

(1) "G&A" means general and administrative expenses.

Tier 2 Minimum Listing Requirements
Minimum Listing Requirements Mining Issuers Oil & Gas Issuers Technology or Industrial Issuers Research & Development Issuers Real Estate or Investment Issuers
Net Tangible Assets No requirement No requirement Category 1: $500,000

Category 2: $750,000

Category 3: $750,000 $750,000 $2,000,000
Property or Reserves Significant Interest in a Qualifying Property or at the discretion of the Exchange, hold rights to earn a Significant Interest in the Qualifying Property Category 1: $500,000 proven producing reserves

Category 2: $750,000 proven and probable reserves

Category 3: No requirement No requirement No requirement No requirement
Prior Expenditures $100,000 on the Qualifying Property in last 3 years by applicant issuer or sufficient expenditures incurred such that the property is a Tier 1 Property No requirement Categories 1 & 2: not required

Category 3:

$250,000 prior expenditures

related to the development of the product or technology to be commercialized pursuant to the business plan in past 12 months $500,000 No requirement
Recommended Work Program $200,000 on the Qualifying Property as recommended by Geological Report Category 1: No requirement

Category 2: $300,000 work program

Category 3: satisfactorily diversified exploration program. Issuer has at least $1,500,000 allocated towards a joint venture or work program No requirement Minimum: $500,000 No requirement
Working Capital and Financial Resources Adequate Working Capital and Financial Resources including:

Work program

+ 12 mos. G&A(1)

+ 12 mos. property payments to keep Qualifying Property and "Principal Properties" in good standing

+ $100,000 unallocated Category 1: Adequate Working Capital and Financial Resources for 12 months

Category 2 and 3: Adequate means adequate Working Capital and Financial Resources:

Work program

+ 12 mos. G&A(1)

+ $100,000 unallocated Category 1: Adequate Working Capital and Financial Resources for 12 months

Category 2: Adequate Working Capital and Financial Resources for 12 mos. under business plan (incl. 12 months G&A)(1) and $100,000 unallocated

Category 3: Adequate Working Capital and Financial Resources for 12 mos. under business plan (incl. 12 months G&A)(1) and $100,000 unallocated Adequate Working Capital and Financial Resources to cover:

Work program

+ 12 mos. G&A(1)

+ $100,000 unallocated Adequate Working Capital and Financial Resources for 12 months
Earnings or Revenue No requirement No requirement Category 1: $50,000 pre-tax earnings in last year or in last two of three

Category 2: $250,000 operating revenue

Category 3: No requirement No requirement No requirement
Distribution, Market Capitalization and Float 500,000 public free trading shares

$500,000 held by Public Shareholders

200 Public Shareholders with a Board Lot and no Resale Restrictions

10% Public Float

20% of issued and outstanding shares in the hands of Public Shareholders
Other Criteria Geological Report recommending completion of work program

Sponsor Report may be required. Geological Report

Sponsor Report may be required Category 1: Sponsor Report if required

Category 2: Two year management plan demonstrating reasonable likelihood of revenue within 24 months + Sponsor Report if required. Human or technological benefits

Feasibility Study or other evidence of satisfactory due diligence by sponsor

Sponsor Report may be required Investment Issuers must have a publicly disclosed investment policy and strategy

50% of the Available Funds must be allocated to at least 2 specific investments

Sponsor Report may be required
Other Criteria     Category 3:

Two year management plan demonstrating reasonable likelihood of revenue within 24 months

+ Sponsor Report (if required)

+ working prototype of any industrial product or, in respect of any technology, testing satisfactory to demonstrate reasonable likelihood of commercial viability    


(1) "G&A" means general and administrative expenses.

 

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