OTC Markets Newsletter
OTC Markets Group News           DECEMBER 2015
The OTCQX Best Market Strengthens Standards

This month, we instituted changes to our rules for U.S. companies, U.S. banks and international companies on our OTCQX® Best Market. The rule changes, which become effective on January 1, 2016, will streamline the rules and raise the eligibility requirements for companies to trade on OTCQX to better align them with established regulatory standards, such as state Blue Sky laws, as well as exchange industry best practices.

The OTCQX market has grown tremendously since its launch in 2007. Today, there are more than 400 OTCQX companies from 20 countries, representing $1.47 trillion in combined market capitalization. These companies range from large, global companies like Adidas and Roche, to well-capitalized U.S. community banks such as First BancTrust Corp. and Virginia National Bankshares Corporation, to established and growing U.S. and international companies like Computer Services and Western Lithium, that are committed to enhancing value for their shareholders.

With the changes we are making, our goal is to further elevate the quality of the OTCQX market (including clearly differentiating it from the OTCQB® Venture Market) as well as to improve regulatory recognition of OTCQX as an investable market and make it easier for investors and our network of broker-dealers to analyze, value and trade these securities.

We are proud of the OTCQX market we have built over the past eight years and are thankful to our OTCQX issuers and advisors for their continued support. Together, we are building a robust public market for established U.S. and international companies- and a true exchange alternative empowered by modern technology and information networks to serve tomorrow's investor.

Click to read more about the rule changes.
In summary, the rule changes do the following:

Strengthen initial and ongoing OTCQX financial standards for all companies, including expanding our current rule prohibiting Penny Stocks by adding a continuing Penny Stock prohibition – U.S. companies will be required to meet a higher initial bid price of $0.25 and new initial and ongoing market capitalization requirements of $10 million and $5 million to trade on the OTCQX U.S. tier. We have also instituted minimum initial and ongoing bid price requirements for international companies to trade on the OTCQX International tier, as well as higher initial and ongoing market capitalization requirements. OTCQX U.S. tier and OTCQX International tier companies will be required to have at least two market makers with priced quotes on OTC Link® ATS within 90 days of joining.
In addition, we have enhanced our current rules that prohibit Penny Stocks. Not only will Penny Stocks, as that term is defined by the SEC, be ineligible for admission to OTCQX, but OTCQX companies that do not continue to meet one of the three Penny Stock exemptions will be eligible for removal from OTCQX. The expansion of our OTCQX Penny Stock prohibition further establishes OTCQX as a non-penny-stock market for established companies that are focused on building a stable valuation and maintaining high quality financial and operating standards.
Add Corporate Governance standards for OTCQX U.S. companies and banks – For the first time ever, we have introduced best practice corporate governance standards for companies on our OTCQX U.S. market tier. We based these standards on common sense, best practices that our surveys indicated are already followed by the majority of OTCQX U.S. companies. These include:

A minimum of 2 independent directors on the board of directors;
An Audit Committee composed of a majority of independent directors;
Conduct annual shareholders’ meetings and submit annual financial reports to shareholders at least 15 calendar days prior to such meetings.
Corporate governance standards are a hallmark of the national stock exchanges.

Align OTCQX U.S. Premier tier standards with the financial standards of markets recognized by many states for Blue Sky law issuer exemptions – We have updated the standards of OTCQX U.S. Premier, the highest OTCQX tier for U.S. companies, to align with the financial standards of markets recognized by many U.S. states for issuer exemptions from state Blue Sky laws. These updated standards include:
A bid price requirement of $4 for initial qualification and $1 ongoing;
A market capitalization of $10 million for initial qualification and $5 million ongoing for companies with a public float of at least $15 million, or $50 million initially and $35 million ongoing for companies with a public float of at least $1 million and $750,000 in net income as of the most recent fiscal year end (banks will be required to have a public float of 500,000 to qualify for OTCQX U.S. Premier);
A 3-year operating history.
Our intention is to make it easier for broker-dealers and investors to identify OTCQX companies that are likely to be compliant with many state Blue Sky laws.

Align OTCQX International Premier tier standards with recognized margin eligibility standards for global companies – In addition, we have modified the standards of OTCQX International Premier, the highest OTCQX tier for non-U.S. companies, to align with the margin eligibility standards set by the Federal Reserve and the SEC. These updated standards include:
A global market capitalization of $1 billion for initial qualification and $500 million ongoing;
A 5-year operating history;
Average weekly share volume of 200,000 or dollar volume of $1 million for initial qualification, and 100,000 shares or $500,000 ongoing.
Aligning the standards of our OTCQX International Premier tier with margin eligibility standards will assist investors in identifying those OTCQX securities that can be used as collateral in margin accounts, which can provide a powerful incentive for many investors.

In conjunction with the rule changes, we have raised the annual fee to trade on OTCQX to $20,000, which is less than half the cost of a NASDAQ listing.

For a detailed copy of the OTCQX rule changes, please review the new rules for:

OTCQX Rules for U.S. Companies
OTCQX Rules for U.S. Banks
OTCQX Rules for International Companies

If you have any questions regarding the rule changes, please contact our Corporate Services team at +1 (212) 896-4420 or issuers@otcmarkets.com.

Click to close.

OTCQX VIDEO SERIES
[photo] We are pleased to share our final OTCQX CEO Video for 2015, featuring an interview with Davor Sutija, CEO of Thin Film Electronics ASA (OTCQX: TFECY; TFECF). Bob Power, OTC Markets Group VP, and Davor discuss Thin Film's exciting business partnerships and the company's decision, as a publicly listed Norwegian company, to trade on the OTCQX Best Market. Thin Film is a leader in the development and commercialization of printed electronics and smart systems. The first to commercialize printed, rewritable memory, Thin Film is creating printed systems that include memory, sensing, display, and wireless communication, all at a cost substantially lower than other electronic technology.
COMMUNITY SPOTLIGHT
[photo]Get to Know Your Community: Peter Durman, Director of Investor Relations, Imperial Tobacco Group

This month, we speak with Peter Durman, Director of Investor Relations at Imperial Tobacco Group PLC (LSE: IMT; OTCQX: ITYBY, ITYBF). The FTSE 100 company, which has traded in the U.S. on the OTCQX market since 2008, is one of the world's five largest tobacco companies. Mr. Durman tells us about the opportunities and challenges in the global tobacco market, the company's strategy for growth, and its $7.1 billion acquisition of a portfolio of U.S. cigarette brands in June.

OTC Markets Group (OTCM): Imperial Tobacco Group is a FTSE 100 company and one of the world's top 5 largest tobacco companies based on net sales. What is your strategy for continued growth?

Peter Durman: We are focused on maximizing opportunities for our brands and generating sustainable returns for our shareholders. Our core business is built around a tobacco portfolio that offers a comprehensive range of cigarettes, fine cut and smokeless tobaccos, papers and cigars. Our tobacco operations include ITG Brands, a dynamic new company in the USA. We are also creating new consumer experiences beyond tobacco through Fontem Ventures and adding to the breadth of our activities is Logista, one of the largest logistics businesses in Europe. Through the consistent delivery of our strategy, we have built a long track record of creating sustainable value for our shareholders.

Click here to read the full interview.
We maximize returns for investors by driving the quality and sustainability of both our top and bottom line and we are delivering this through a continued and consistent focus on 4 fundamental levers:

1 Strengthening our portfolio by investing behind our strongest brands while simplifying the rest of the portfolio. Also investing in Fontem Ventures to provide new consumer experiences in e-vapor.
2 Developing our footprint to grow our share in our targeted Growth Markets whilst in our Returns Markets, prioritizing profit performance while actively managing our market share.
3 Driving cost optimization in everything we do through our manufacturing processes, global procurement and overhead reductions.
4 Embedding capital discipline through high cash conversion and a focus on working capital efficiency helping to support net debt reduction and returns to shareholders.

Our strategy is delivering strong results with continued improvements in margins and cash conversion. We are strengthening the business and improving the quality of growth through migrations and investment and we are diversifying our profits through the USA acquisition where the acquired brands are performing well since completion and there is a stable market share after years of decline. We are delivering sustainable returns for shareholders, consistently delivering dividend growth of 10%.

OTCM: In June, you completed a USD $7.1 billion acquisition of a portfolio of U.S. cigarette brands and blu, a leading e-cigarette brand in the U.S., owned by Reynolds and Lorillard, Inc. What impact do you expect this to have for your U.S. operations and your presence in the U.S. market?

Mr. Durman: ITG Brands is the new No. 3 cigarette player in the U.S. with approximately 9.5% share of the cigarette market. There are four primary brands - Winston, Kool, Maverick and USA Gold - which are well balanced between premium and discount, and provide good representation in both menthol and non-menthol styles. Our aim is to build these brands in this attractive market through steady profitable growth.

OTCM: What other opportunities and challenges do you see in the global tobacco market and what do you think differentiates Imperial Tobacco from its competitors?

Mr. Durman: The tobacco market faces a number of opportunities and challenges, similar to those faced by many multinational companies with key themes being the political and economic climate in key markets, foreign exchange, consumer affordability, developing technology and regulation. Next generation products and developing technology in the e-vapor category presents an opportunity that we are exploring through our standalone subsidiary, Fontem Ventures. While the potential for the category remains unclear, we will continue to take a measured approach to our investment. Our investment in the U.S. reflects our intentions to seize the opportunity we see to expand our presence in this significant profit pool, and this strategic acquisition reinforces one of the differentials between us and our peers as we are weighted to markets with a higher level of affordability and less exposed to currency headwinds.

OTCM: Imperial Tobacco Group was one of the first companies to join the OTCQX market back in December 2008. What do you see as the benefits of having your ADRs on the OTCQX market instead of on the Pink market or a national securities exchange?

Mr. Durman: We decided to delist from the NYSE as our ADR program was small compared to our trading on the London Stock Exchange and the majority of our U.S. shareholders held ordinary shares. Delisting from NYSE helped to reduce costs and complexity. Therefore, maintaining our ADR facility as a Level I program on OTCQX allowed us to maintain a successful and liquid ADR program in a compliant and cost-effective manner.

OTCM: What else do you want U.S. investors to know about Imperial Tobacco Group?

Mr. Durman: Our focus for the coming year will follow the same four priorities that I outlined above. We’ll continue to build the contribution from our Growth and Specialist Brands. This will be supported by further migrations, which in turn, supports our ongoing program of portfolio simplification. We will also continue to develop opportunities for Fontem Ventures.

From a footprint perspective, the focus is on building momentum across our Growth Markets, whilst driving profitability in Returns Markets. The U.S. will clearly be a key feature as we progress our plans for the ITG Brands portfolio.

Effective cost and cash management support our investment choices and margin progression and a key element will be the further roll-out of our operating model. We have made excellent progress on cash conversion, instilling a greater discipline on the use of capital and this will remain a key focus to underpin further debt reduction and our dividend growth commitment.

We are building a stronger business. We have the right strategic agenda and we are making excellent progress to improve the consistency and quality of our performance, all supporting high returns for shareholders and our commitment to 10% dividend growth for the medium term.

Click to close.

Light Up The Market
[photo]
Red 5 Limited (OTCQX: RDFLY) Lights up the Market!

Follow us on Twitter at @OTCMarkets to keep up with OTCQX companies Lighting Up Their Market.

Commercial Bancshares (OTCQX: CMOH)
Brekford Corp. (OTCQX: BFDI)
Madalena Energy Inc. (TSX-V: MVN; OTCQX: MDLNF)
Monthly Trade Summary

November 2015

Market Designations # of Securities* Monthly Dollar Volume Monthly Dollar Volume
per Security
YTD Dollar Volume
OTCQX® 479 $3,650,823,907 $7,621,762 $38,808,770,641
OTCQB® 1,042 $610,725,692 $586,109 $18,691,385,833
OTC Pink® 8,338 $9,163,738,086 $1,099,033 $123,414,400,616
Totals 9,859 $13,425,287,685 $1,361,729 $180,914,557,091
*Data as of November 30, 2015
Events, Webinars & Sponsorships
News
28th Annual ROTH Conference - Dana Point, CA (March 13-16, 2016)

Acquire or be Acquired Conference - Phoenix, AZ (January 31 - February 2, 2016)

RESI - Redefining Stage Investments - San Francisco, CA (January 12, 2016)

Cybersecurity Webinar - What you Need to Know Now with CSI, Inc. (archived recording)

Contact us if you are interested in meeting us at one of these events.

OTC Markets Boosts Standards for OTCQX as it Pushes Upmarket - Crowdfund Insider (December 14, 2015)

OTC Markets increases requirements for OTCQX level - The Deal Pipeline (December 14, 2015) (subscription required)

Options Becomes Distributor of OTC Markets Data - WatersTechnology.com/Inside Market Data (December 14, 2015)

OTC Markets Group Appoints Bea Ordonez as Chief Financial Officer - press release (December 9, 2015)

"Both banks Hapoalim and Bank Leumi can be traded over the counter here” - Globes (Hebrew edition) (December 4, 2015)

OTC Markets Group Launches New, High-Performance HTML5 Stock Charts, Powered by ChartIQ - press release (December 1, 2015)

Using Reg A+ to Raise Capital and Grow Your Bank - BankDirector.com (November 23, 2015)

OTC Markets Group Profit Rises 59% With Growth of OTCQB - Growth Capitalist (November 12, 2015)

First Offerings Under New Reg A expected to Close This Month - Growth Capitalist (November 5, 2015)
IR Society Awards
Global OTCQX companies were recognized for their leadership in investor relations at the IR Society Awards in November. Congratulations!

BASF (Frankfurt Stock Exchange: BAS; OTCQX: BASFY) - Best overall communication of company investment proposition and Best use of digital communications

Gazprom Neft (RTS: SIBN; OTCQX: GZPFY) - Best digital reporting
WWW.OTCMARKETS.COM
New, High-Performance HTML5 Stock Charts, Powered by ChartIQ, on www.otcmarkets.com

OTC Markets Group recently launched new, enhanced stock charts for its external and customer websites, www.otcmarkets.com and www.otciq.com. The charts, provided by ChartIQ via RR Donnelley & Sons Company (d/b/a EDGAR Online), offer investors, analysts and companies advanced charting and technical analysis tools in a clean, easy-to-use format that is optimized for desktop, tablet and smartphone devices.

ChartIQ's charts offer a variety of technical charting options and settings, including five chart types (candlestick, bar, colored bar, line and wave) and 23 technical indicators, as well as a full range of drawing and annotation tools. Charts are high-performance and mobile- and touch-screen friendly, allowing users to manipulate charts using a mouse or their finger, seamlessly scroll and add numerous elements to charts without compromising performance.

Click here to read more.
MARKET DATA UPDATES
OTC Markets Multicast Data Feed

A new version of the OTC Markets Multicast Data Feed specification (version 3.3) is now available: Version 3.3 | Version 3.3 (Changes Marked)

The new version of the data feed has been available in our certification environment as of Monday, November 16, 2015. A deployment date for the new version has not been set.

Options IT in Now an Extranet Provider of Real-Time Market Data

Options IT, a leading managed service and IT infrastructure products provider to the global capital markets industry, is now an extranet provider of OTC Markets Group's Real-Time+ market data. Options customers now have access to real-time Level 1 and Level 2 quotes and reference data on 10,000 OTCQX®, OTCQB® and Pink securities. Click here to learn more.

Contact Market Data Services at marketdata@otcmarkets.com for more information.
OTCQX VIRTUAL INVESTOR CONFERENCES
Virtual Investor Conferences in 2016 Featuring OTCQX Companies

This year, we launched our OTCQX Virtual Investor Conference series, in partnership with PR Newswire and Better Investing. More than 600 investors attended the first conferences in our series, featuring OTCQX community banks and life science companies. We plan to host more in 2016 with live webcast presentations by senior executives of U.S. and global OTCQX companies across sectors and market capitalizations. Investors will be able to ask questions and interact directly with the presenters and other participants, as well as watch pre-recorded materials, download annual reports, investor kits, surveys and other information from a virtual "exhibit hall."

The conference format offers a convenient way for individual and professional investors to hear from and interact with OTCQX company management, as well as for companies to broaden their exposure to potential investors in a sophisticated online environment.

To learn more about attending or presenting at our OTCQX Virtual Investor Conferences, please contact us at issuers@otcmarkets.com
OTCQX AND OTCQB GRADUATIONS
Congratulations to the latest company to graduate from our markets to a U.S. exchange listing.

The OTCQB Venture Market

COPsync, Inc. (NASDAQ: COYN)
OTCQX AND OTCQB NEW ADDITIONS
OTCQB
6 companies qualified for the OTCQX Best Market in November.

Box Ships Inc. (OTCQX: TEUFF)
Brekford Corp. (OTCQX: BFDI)
Commercial Bancshares, Inc. (OTCQX: CMOH)

First West Virginia Bancorp, Inc. (OTCQX: FWVB)
Madalena Energy Inc. (OTCQX: MDLNF)
Oncolytics Biotech Inc. (OTCQX: ONCYF)
A complete list of OTCQX companies is available on www.otcmarkets.com.


OTCQB
23 companies were verified for the OTCQB Venture Market in November.

Acacia Diversified Holdings, Inc. (OTCQB: ACCA)
American Housing Income Trust, Inc. (OTCQB: AHIT)
Bee Vectoring Technologies International Inc. (OTCQB: BEVVF)
Blow & Drive Interlock Corp. (OTCQB: BDIC)
China Ginseng Holdings, Inc. (OTCQB: CSNG)
Hillcrest Petroleum Ltd. (OTCQB: HLRTF)
Mag One Products Inc. (OTCQB: MGPRF)
MetaSolutions, Inc. (OTCQB: MTSU)
Moseda Technologies Inc. (OTCQB: FLNTF)
Music of Your Life, Inc. (OTCQB: MYLI)
MyECheck, Inc. (OTCQB: MYEC)
New Global Energy Inc (OTCQB: NGEY)

Nutra Pharma Corp. (OTCQB: NPHC)
Petroshare Corp (OTCQB: PRHR)
Pleasant Kids, Inc. (OTCQB: PLKD)
Provision Holding, Inc. (OTCQB: PVHO)
Pudo Inc. (OTCQB: PDPTF)
Q BioMed Inc. (OTCQB: QBIO)
Raadr, Inc. (OTCQB: RDAR)
Remove-By-You, Inc. (OTCQB: RMOV)
Revive Therapeutics Ltd. (OTCQB: RVVTF)
Rock Creek Pharmaceuticals, Inc. (OTCQB: RCPI)
XFIT BRANDS INC (OTCQB: XFTB)
Contact Us
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To learn more about OTC Market Group visit us at www.otcmarkets.com // +1.212.896.4420 // issuers@otcmarkets.com
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