Appendix 7E Minimum Terms of Sponsorship

Cross-referenced from Rule 748(1)

An issuer's written contract with a sponsor must include terms to the following effect. The contract may contain any other terms the parties wish to include, provided they do not contradict these terms.

1. Acknowledgement that the terms of sponsorship are intended to enable the sponsor and the issuer to comply fully with the Rules.
2. To meet the issuer's obligations under the Rules, the issuer gives the sponsor authority to:
(a) peruse all documents or records of the issuer and for this purpose have access to the issuer's premises and other places where its records are kept;
(b) review all documents to be released by the issuer to shareholders or the market;
(c) make all necessary inquiries with the issuer's directors, employees, or auditors;
(d) contact the Exchange on behalf of the issuer;
(e) bind the issuer in dealings with the Exchange;
(f) take external professional advice in relation to any matter relevant to the sponsorship;
(g) include the sponsor's details on any announcements or any documents to be sent to shareholders; and
(h) in the case of a conflict for the sponsor, take directions from the Exchange.
3. The sponsorship is exclusive.
4. The sponsorship will not be terminated without notice:
(a) by the issuer of at least 1 month (unless otherwise agreed by the Exchange); and
(b) by the sponsor of at least 3 months (unless otherwise agreed by the Exchange).
5. The issuer will take all steps, execute all documents, pay all fees, liaise with the sponsor, and do (or procure to be done) all things necessary to comply with the Rules.
6. The sponsor will be available to advise the issuer as necessary in respect of the issuer's compliance with the Rules.
7. The issuer must consult the sponsor as necessary in respect of the issuer's compliance with the Rules and give due consideration to such advice.
8. Acknowledgement that the sponsor owes duties to the Exchange that it may discharge without liability to the issuer.
9. The sponsor will not take any action or do anything that might result in a breach of a law or the Rules.
10. Any term of the sponsorship that contradicts the requirements of the Rules (including this Appendix) is void and of no effect.