Frequently Asked Questions

Under Rule 12g3- 2(b) International companies that maintain  a listing on a recognized International Stock Exchange can use this exemption to easily  have their securities quoted on either the  OTCQB or OTCQX platforms without having  to go through the registration process or  needing to comply with any additional U.S.  reporting requirements.  Using Rule 12g3-2(b) to list International Companies on OTC QB or QX, the United States capital markets offer the greatest access to investor capital and are the most mature and stable of the world’s financial centers. 

 An FPI is a corporation or entity that is  incorporated outside of the United States,  listed on a recognized international  exchange and has less than 50% of its  current issued and outstanding securities  held or controlled by U.S. residents. 

To qualify as an FPI under Rule 12g3-2(b)  an issuer must: 

 • Maintain a listing on an approved foreign exchange (i.e. TSX, TSX-V, CSE, NEO) 

• File and maintain current reporting in English – meet disclosure requirements of their primary jurisdiction (i.e. SEDAR) 

• Be sponsored 

• Meet a specific minimum bid price 

• Maintain annual certification requirements to the OTC Markets