What Issuers Should Know

• Pink OTC Markets Inc. offers a quotation service for market makers. It does not list securities. Therefore, issuers may not list securities on the Pink Sheets. Only broker-dealers who are market makers may apply to publish quotations on Pink OTC's quotation system.
• Pink OTC Markets does not charge issuers a fee for being quoted on the service. Market makers are charged for each security in which they make a market in Pink OTC's quotation system and are prohibited by FINRA Rule 2460 from accepting payment by an issuer or their affiliate for publishing quotes.
• Issuers are not required to register securities with the Securities and Exchange Commission (SEC), or be current in their reporting requirements to be quoted on Pink OTC's quotation system. These registration and reporting requirements apply to securities quoted on the OTCBB, Nasdaq, NYSE and other national securities exchanges.
• Issuers may be quoted on Pink OTC's quotation system and in other markets, such as the OTCBB, Nasdaq, NYSE and AMEX simultaneously.
• Pink OTC Markets Inc. is a private company that is not affiliated with the Nasdaq Stock Market, Inc. or FINRA.
  

What is the Issuer's Role in the Pink Sheets?

In the over-the-counter market, where issuers do not apply to list and there are few regulatory requirements for issuers to follow, it can be difficult to understand how a company can support its Pink Sheets stock, or even why it should. The most fundamental answer to that question is that issuers should encourage trading of their stock because an active market makes it easier to raise capital. The best way for issuers to encourage trading of their stock is through communication and disclosure. Disseminating company information, including news and financial data, to the investing community will encourage an active market in your security. In the absence of good information, for example, market makers may not be able to make a two sided quote, which is a critical element of a liquid market - investors must be able to both buy and sell your stock.

When Should an Issuer Provide Adequate Current Information to the Public?

Pink OTC Markets encourages all issuers of OTC equity securities to make adequate current information available to the public markets. Pink OTC Markets believes that federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934, as amended from time to time ("Exchange Act"), and Rule 144 of the Securities Act of 1933, as amended from time to time ("Securities Act"), and state Blue Sky laws require issuers to provide adequate current public information. With a view to encouraging compliance with these laws, Pink OTC Markets has created these Guidelines for Providing Adequate Current Information ("Guidelines") in order to assist issuers with understanding their disclosure obligations.¹

Pink OTC Markets believes adequate current information must be publicly available when an issuer's securities are quoted by a broker-dealer under the following circumstances:

• At the time of initial quotation in public markets;
• At any time corporate insiders or other affiliates of the issuer are offering, buying or selling the issuer's securities in the OTC market;
• During any period when a security is the subject of ongoing promotional activities having the effect of encouraging trading of the issuer's securities in the OTC market;
• At the time securities initially sold in a private placement become freely tradable in the OTC market; or
• At any time the issuer's securities are quoted on OTCQX or included in Pink Sheets Current Information disclosure category. (This does not include issuers listed on OTCQX International, as such issuers either (i) have a class of their securities registered with the Securities and Exchange Commission ("SEC") under Section 12(g) of the Exchange Act and are current in their SEC reporting obligations or (ii) are non-U.S. issuers that are exempt from registration pursuant to Exchange Act Rule 12g3-2(b) and make their home country filings available in English to the public via the OTC Disclosure and News Service).

How can a Non-SEC Reporting Company Provide Disclosure to Investors?

• Pink OTC Markets has created the OTC Disclosure & News Service as a filing service to allow companies that are not filing through the SEC's Edgar System to provide financial information and news to investors.
• Pink OTC Markets has created Pink OTC Markets' Guidelines for Providing Adequate Current Information (PDF) to help OTC traded issuers to understand what information they are required to provide to the public.
• Pink OTC Markets has created a Get Current Guide to assist Non-Reporting Issuers in following the steps to get to Pink Sheets Limited or Current Information.View the Current Information Guide for Non-Reporting Issuers

OTC Market Tiers

Pink OTC Markets categorizes all securities trading over-the-counter into easily identifiable tiers that inform investors whether an issuer has made adequate public information available in a timely manner. One of the following corresponding icons is displayed next to each OTC company's trading symbol everywhere it appears on otcmarkets.com.

For more information on OTCQX and OTCQX International www.otcqx.com
For more information, see OTC Market Tiers

Pink OTC Markets' Policy Regarding Caveat Emptor and Promotional Activities

Pink OTC Markets believes adequate current information must be publicly available during any period when a security is the subject of ongoing promotional activities having the effect of encouraging trading of the issuer's securities in the OTC market. As a matter of policy, when it has come to the attention of Pink OTC Markets that a security has been the subject of promotional activities and adequate current information concerning the issuer is not publicly available, Pink OTC Markets will label a security as "Caveat Emptor." Promotional activities may include spam email, unsolicited faxes or news releases, whether they are published by the issuer or a third party.

Generally, Pink OTC Markets will remove the Caveat Emptor designation once the security meets the qualifications for Current Information and Pink OTC Markets is satisfied that there is no longer a public interest concern, typically no sooner than 30 days. In the case of reverse mergers, Pink OTC Markets will remove the Caveat Emptor designation upon qualification for Current Information or, for SEC filers, with the submission of a super 8-K, with no 30 day minimum.

During the time it is labeled Caveat Emptor, any stock that is not in the Current Information category will also have its quotes blocked on otcmarkets.com.

Help make the SEC Expose Unsolicited Spammers and Stock Promoters

Trade Halts

Pink OTC Markets does not halt quotation or trading in OTC Equity securities. The authority to halt trading in the OTC marketplace is limited exclusively to FINRA and the U.S. Securities and Exchange Commission. Pursuant to FINRA Rule 6660, in circumstances in which it is necessary to protect investors and the public interest, FINRA has been granted authority to halt trading and quotations in OTC securities in the following circumstances:

• Foreign Market/Regulatory Halt (Note that foreign regulators are under no obligation to notify FINRA of halts in their markets and that FINRA will not halt trading in conjunction with foreign halts that are imposed solely for material news, a regulatory filing deficiency, or operational reasons);
• Component/Derivative of Exchange-Listed Security;
• Extraordinary Events (FINRA determines that an extraordinary event has occurred or is ongoing that has had a material effect on the market for the OTC Equity Security or has caused or has the potential to cause major disruption to the marketplace and/or significant uncertainty in the settlement and clearance process); or
• SEC Trading Suspension

FINRA will not halt trading for the dissemination of OTC issuer news. For any questions or issues related to the halts, please contact FINRA Operations Department at (866) 776-0800.

How to Report a Name Change or Corporate Action

FINRA maintains all name, symbol, and corporate action data for OTC securities. In order to effect any name changes or corporate actions on your OTC stock, please contact the FINRA Market Operations Department at 866-776-0800.

COMPANIES ALREADY QUOTED ON OTCBB or NASDAQ

A published quotation in Pink OTC's quotation system provides a safety net for your company in the event of delisting or deletion from the primary market. A security not already quoted in Pink OTC's quotation system at the time of delisting is subject to the requirement for a market maker to file a Form 211 and review by FINRA before quotations are permitted on Pink OTC's quotation system. During the review period, which can be quite lengthy, there is often no public market for the security. The lack of a public market can confuse investors and negatively impact your company's reputation and stock price.

Market makers may also choose to quote a security on both Pink OTC's quotation system as well as the OTCBB to take advantage of Pink Link, an electronic execution negotiation system not offered by the OTCBB.

¹This is not legal advice, and Pink OTC Markets Inc. cannot assure anyone that compliance with our disclosure requirements will satisfy any legal requirements.