TSX GROUP Israel 2008 © 2008 TSX Inc. All rights reserved. Do not copy, distribute or modify this...

TSX GROUP

Israel 2008

© 2008 TSX Inc. All rights reserved. Do not copy, distribute or modify this document without TSX Inc.’s prior written consent.

Providing Access to North American Capital for

Growth-Orientated Israeli Companies

Raymond D. KingSenior Manager, Global Diversified Industries – Listings Business DevelopmentToronto Stock Exchange & TSX Venture Exchange

2

Disclaimer

This document is for information purposes only and is not an invitation to purchase securities listed

on Toronto Stock Exchange and/or TSX Venture Exchange or Natural Gas Exchange. TSX Group Inc.

and its affiliates do not endorse or recommend any securities referenced in this document. Please

seek professional advice to evaluate specific securities.

While the information herein is collected and compiled with care, neither TSX Group Inc. nor any of its

affiliated companies represents, warrants or guarantees the accuracy or the completeness of the

information. You agree not to rely on the information contained herein for any trading, business or

financial purpose.

This information is provided with the express condition, to which by making use thereof you expressly

consent, that no liability shall be incurred by TSX Group Inc. and/or any of its affiliates as a result

of any errors or inaccuracies herein or any use or reliance upon this information.

© 2008 TSX Inc.

3

1. TSX Group Overview – A Globally Competitive Exchange

2. International Development Initiatives

3. Competitive Positioning of TSX Group

4. TSX Venture Exchange

5. Considerations for Listing

6. Contact Information

Discussion Outline

4

Pink sheets

OTC BB

NASDAQ

NYSE

• No listing standards

• Senior listing standards

• Disclosure rules

• Junior listing standards

North American Stock Markets Continuum

TSX

CNQ

5

Access to Capital

SizeLarge Peer Group

TSX Group is 2nd in the world and 1st in North America by number of

listed public companies

Total of 3,951 companies:• 1,613 on TSX• 2,176 on TSX Venture Exchange• 162 on NEX

Source: World Federation of Stock Exchanges

TSX Group is 3rd in North America and 7th in the world by total listed

company market capitalization ($2.2 Trillion)

Source: World Federation of Stock Exchanges By Domestic Market Cap, December 31, 2007

TSX Group’s equity exchanges are among the best markets in the world for raising

public equity capital

• 7th in the world in 2007

Source: World Federation of Stock Exchanges By total dollar amount raised

Unless noted, all stats are as at December 31, 2007

Market Performance

S&P/TSX Indices Outperform

Source: BloombergTotal Cumulative Return

Sept 30 2002 to Sept 30 2007

TSX Group is a world leading marketplace

6

2,176 companies72 companies graduated to senior market in 200767 companies graduated to senior market in 2006

1,613 companies

TSX Venture Exchange

• Access to capital for earlier stage companies or smaller financings

• Cost effective stepping stone for international companies looking to list on a quality North American market

• Exchange mandate to mentor management of newly public companies

• Streamlined graduation to TSX when senior market requirements are met

• 101 year history

Toronto Stock Exchange

• Senior market for well established businesses and management teams with experience in public markets

• Access to larger and more international institutional investors and greater analyst coverage

• Globally visible specialized indices

• 155 year history

*As at 31 December 2007 (excludes NEX)

Total of 3,738 listed companies*

TSX Group serves companies at different stages of development, and…

7

0% 2% 3%

10%

14% 16%19%

12%9%

15%

26%

17%

22%

12%

6%4%

1% 0% 0%

13%

<1 1-5 5-10 10-25 25-50 50-100 100-250 250-500 500-1B >1B

TSX TSX Venture

Market Capitalization (C$MM)

As at 31 December 2007

Toronto Stock Exchange:1,613 issuers, Market Cap = $2.09 Trillion

TSX Venture Exchange:2,176 issuers, Market Cap = $58.1 Billion

…TSX Group of exchanges support companies at ALL stages of their growth

8

Canadian equity marketplace ideal for small to mid-cap IPOs

185

142123

272 268

338

232

91 94 81

208199197

233

2001 2002 2003 2004 2005 2006 2007

Canada USA

Total IPOs in Canada and U.S.

Average amount raised during IPO (2007)

U.S. markets: US$234.1 million

TSX: US$73.9 million

TSX Venture: US$2.2 million

Source: Hoovers IPO Central

9

TSX Group: Providing Access to CapitalThrough Equity Financing

2003 2004 2005 2006 2007

Public Offerings Private Placements IPOs

Equity Financing on TSX and TSX Venture Exchange

(C$ Billions)

$40.0

$49.7$50.7 $52.2

$58.8

10

Total Going Public Activity: TSX and TSX Venture Exchange

223 212259 281

366

128

207

197223

204

0

50

100

150

200

250

300

350

400

450

500

550

600

2003 2004 2005 2006 2007

TSX Venture Exchange TSX

*Going Public Activity includes RTOs and QTs on TSX Venture Exchange

351

416

482 478

573

11

TSX and TSX Venture Exchange have had consistent growth in liquidity

55.661.3 64.2

82.0

96.1

2003 2004 2005 2006 2007

Billions of Shares

• 5-Year CAGR 14.7%

• 2007 Volume up 17% vs. 2006

Toronto Stock ExchangeVolume of Shares Traded

Toronto Stock ExchangeVolume of Shares Traded

13.316.6

21.1

37.1

52.6

2003 2004 2005 2006 2007

Billions of Shares

• 5-Year CAGR 41.0%

• 2007 Volume up 42% vs. 2006

TSX Venture ExchangeVolume of Shares Traded

TSX Venture ExchangeVolume of Shares Traded

12

US firms that trade TSX as a Participating Organization

• CSFB• Citigroup• E*Trade• FIMAT/SocGen• Goldman Sachs• HSBC• Instinet• Interactive Broker• ITG• Merrill Lynch• Morgan Stanley• Penson

• Raymond James• Refco• State Street• Timberhill• UBS

US offices of Canadian “Big 6 Banks”:

• BMO Nesbitt Burns• CIBC World Markets• RBC Dain Rauscher• Scotia Capital Markets• TD Securities• NBF Financial

40% of TSX Group trading originates from US-based Participating Organizations servicing their US institutional

and retail client portfolio

13







Discussion Outline

14

TSX Group International Business Development Markets

INDIADiversified

CHINAAll Sectors

AUSTRALIAMining/Energy/

Industrials

AFRICAMining

USAAll Sectors

SOUTH AMERICAMining/Energy/

Industrials

ISRAELTech/

Industrial

Pilot market Expand activitiesResearch market

UK/EUMining/Energy/

Cleantech

RUSSIA *

Mining/Energy

15

Offering Size – Israeli Companies Perspective

TSX, NASDAQ and AIM Overview

$142.0

$83.2

$20.0$8.2

-$10.0

$10.0

$30.0

$50.0

$70.0

$90.0

$110.0

$130.0

$150.0

NYSE NASDAQ AIM TASE

Average Size of Israeli Companies Offering by Market (2004 – 2006)

Source: IVC-Online and CIBC World Markets.Note: Includes IPOs and Follow-on offerings. Excluding real-estate, gaming industry offerings and exceptional size offerings (Teva).

Potential TSX Offering

16

TSX Group International ListingsAs of December 31, 2007

Australia/ New Zealand/ Papua New Guinea, 27,

11%

USA, 130, 54%

UK/ Europe, 23, 10%

China, 37, 15%

South America, 4, 2%

South Africa/ Africa, 10,

4%

Other* * , 9, 4%

Toronto Stock Exchange 146 international listings with QMV=$197.6 Billion

TSX Venture Exchange94 international listings withQMV=$3.4 Billion

*Based on location of company headquarters** Other includes Bermuda, Barbados, British West Indies, Channel Islands, Guernsey

17

TSX Group International New Listingsby Country

2002 2003 2004 2005 2006 2007

China

South Africa/ Africa

UK/ Europe

South America

Australia/ New Zealand

Other

USA

15

42

29

36

TSX Group’s new international listings

Oil & Gas, 4, 8% Technology, 2,

4%

Mining, 27, 56%

Life Sciences, 4, 8%

Diversified Industries, 10, 20%

Financial Services, 2,

4%

TSX Group New International Listingsby Sector

2007

Total = 49Total = 49

* Other includes Bermuda, Barbados, British West Indies, Channel Islands and Guernsey

49

15

18







Discussion Outline

19

Project /Project /IdeaIdea

R&D or R&D or Prototype Prototype

CommercialCommercialStageStage

StableStableProductionProduction

OperatingOperatingHistoryHistory

Pink Sheets/OTCbb

TSX Venture Candidates

TSX Candidates

NASDAQ Candidates

AIM Candidates

TSX Group exchanges are designed for companies at all stages of growth

Venture CapitalistsAngelsFounders, Family/FriendsPrivate Equity Candidates

20

Market Comparison: TSX, Nasdaq, AIM

TSX VentureTSX and Venture AIM Nasdaq

Number of Issuers Listed 1613 2176 3789 1694 3069

Quoted Market Value (C$ Billions) $2,093.5 $58.1 $2,151.6 $197.5 $4,026.3

Going Public Activity 207 366 573 284 290

Equity Capital Raised (C$ Billions) $47.6 $11.1 $58.8 $34.8 $17.4**

Volume Traded (Billions of Shares) 96.1 52.6 148.7 153.9 N/A*

Value Traded (C$ Billions) $1,697.2 $44.8 $1,742.0 $161.2 $16,465.8

Number of Trades (Millions) 118.6 8.6 127.2 4.2 1654.2

Market Data for 2007 (C$)

As at December 31, 2007*Nasdaq information not available.**Nasdaq information does not include secondary financings

21

TSX surpassed AIM by total equity capital raised, quoted market value and value traded

TSX TSX Venture Exchange TSX and TSX Venture AIM

Number of Issuers Listed 1598 2080 3678 1634Quoted Market Value (C$ Billions) $2,061.3 $54.9 $2,116.2 $213.6New Listings 197 186 383 462Equity Capital Raised (C$ Billions) $41.8 $7.9 $49.7 $32.7

Volume Traded (Billions of Shares) 82.0 37.1 119.1 138.5Value Traded (C$ Billions) $1,416.1 $33.1 $1,449.2 $121.1Number of Trades (Millions) 85.7 6.4 92.1 3.5

TSX TSX Venture Exchange TSX and TSX Venture AIM

Number of Issuers Listed 1613 2176 3789 1694Quoted Market Value (C$ Billions) $2,093.5 $58.1 $2,151.6 $197.5New Listings 207 366 573 284Equity Capital Raised (C$ Billions) $47.6 $11.1 $58.8 $34.8

Volume Traded (Billions of Shares) 96.1 52.6 148.7 153.9Value Traded (C$ Billions) $1,697.2 $44.8 $1,742.0 $161.2Number of Trades (Millions) 118.6 8.6 127.2 4.2

2007

2006

• Source: TSX, LSE and AIM (TSX analysis of public information)

22

TSX TSX Venture

ExchangeTSX and TSX

Venture LSE AIMLSE and

AIM

Number of Mining Issuers Listed 341 1032 1373 42 187 229Quoted Market Value (C$ Billions) $337.8 $34.5 $372.3 $499.5 $30.3 $529.8New Mining Listings 78 108 186 11 22 33Equity Capital Raised (C$ Billions) $11.8 $7.2 $19.1 $4.1 $5.2 $9.3

Volume Traded (Billions of Shares) 42.0 37.4 79.3 n/a 23.8 n/aValue Traded (C$ Billions) $448.8 $33.1 $481.9 $920.4 $27.6 $947.9Number of Trades (Millions) 37.2 6.4 43.6 11.90 0.72 12.62

2007


TSX TSX Venture

ExchangeTSX and TSX

Venture LSE AIMLSE and

AIM

Number of Mining Issuers Listed 291 983 1274 36 186 222Quoted Market Value (C$ Billions) $287.7 $35.1 $322.8 $394.9 $39.7 $434.5New Mining Listings 65 47 112 2 53 55Equity Capital Raised (C$ Billions) $7.7 $4.8 $12.5 $8.3 $2.4 $10.8


2006

TSX Group continued to outperform AIM in the mining sector – # of issuers, new listings, and equity financing

23

TSX TSX Venture

ExchangeTSX and

TSX Venture LSE AIMLSE and

AIM

Number of O&G Issuers Listed 158 266 424 37 103 140Quoted Market Value (C$ Billions) $526.7 $11.2 $537.9 $1,523.0 $21.9 $1,544.9New O&G Issuers 12 21 33 4 14 18Equity Capital Raised (C$ Billions) $7.5 $1.7 $9.2 $0.1 $2.3 $2.3


2007


TSX TSX Venture

ExchangeTSX and

TSX Venture LSE AIMLSE and

AIM

Number of O&G Issuers Listed 166 266 432 33 98 131Quoted Market Value (C$ Billions) $521.3 $10.3 $531.6 $1,353.1 $23.3 $1,376.3New O&G Issuers 17 14 31 5 24 29Equity Capital Raised (C$ Billions) $8.8 $1.6 $10.5 $0.7 $3.2 $3.8


2006

TSX Group dominated oil and gas sector in # of issuers and equity financing

24

TSX Group Tech Sector: Going Head-to-Head with AIM

TSX TSX Venture

ExchangeTSX and

TSX Venture AIM

Number of Tech Issuers Listed 113 221 334 244Quoted Market Value (C$ Billions) $102.6 $3.8 $106.4 $17.5New Tech Issuers 12 18 30 26Equity Capital Raised (C$ Billions) $1.0 $0.7 $1.7 $1.7

Volume Traded (Billions of Shares) 5.2 3.9 9.1 18.8Value Traded (C$ Billions) $73.0 $2.1 $75.0 $12.5Number of Trades (Millions) 6.6 0.5 7.1 0.5

TSX TSX Venture

ExchangeTSX and

TSX Venture AIM

Number of Tech Issuers Listed 117 229 346 235Quoted Market Value (C$ Billions) $71.1 $2.8 $73.9 $15.9New Tech Issuers 9 17 26 50Equity Capital Raised (C$ Billions) $1.4 $0.4 $1.8 $1.1


2006

2007

• Source: TSX, AIM (TSX analysis of public information)

25

TSX Group Life Sciences Sector: Going Head-to-Head with AIM

TSX TSX Venture

ExchangeTSX and

TSX Venture AIM

Number of Life Sciences Issuers Listed 90 50 140 117Quoted Market Value (C$ Billions) $17.8 $1.0 $18.9 $7.9New Life Sciences Issuers 7 3 10 15Equity Capital Raised (C$ Billions) $1.128 $0.009 $1.137 $0.9


TSX TSX Venture

ExchangeTSX and

TSX Venture AIM

Number of Life Sciences Issuers Listed 87 57 144 113Quoted Market Value (C$ Billions) $22.0 $0.7 $22.7 $9.2New Life Sciences Issuers 7 6 13 21Equity Capital Raised (C$ Billions) $0.8 $0.2 $1.0 $0.9


2006

2007

• Source: TSX, AIM (TSX analysis of public information)

26







Discussion Outline

27

Market Overview

* Includes IPOs, CPCs, RTOs, QTs, TSX comedowns and Other

2006 YTD Dec 2007 YTD Dec % Change

Listed Companies 2,080 2,176 +5%

Total Market Cap $54.9 B $58.1 B +6%

Median Market Cap $8.2 M $8.1 M -1%

Average Market Cap $26.4 M $26.7 M +1%

Financings $7.9 B $11.1 B +41%

Average Financing $3.0 M $4.3 M +43%

Going Public Activity 281** 366** +30%

Graduates 67 to TSX 72 to TSX +7%

28

Trading

Source: TSX Venture Review

2006

2007

% CHANGE

VOLUME: Total Volume Average Daily Volume

37.1 Billion 147.7 Million

52.6 Billion 208.8 Million

+41.9% +41.4%

VALUE: Total Value Average Daily Value

$33.1 Billion $131.7 Million

$44.8 Billion $177.8 Million

+35.5% +35.0%

TRANSACTIONS: Total Transactions Average Daily Trans.

6.4 Million 25,593

8.6 Million 34,188

+34.1% +33.6%

Average Price Per Share

$0.89

$0.85

-4.5%

29

TSX Venture: Financings by Type

$533$1,251

$2,124

$3,686

$5,608

$7,060

$9,754

$855$370$257$194$72 $120 $446$270 $197$115 $132

0

2,000

4,000

6,000

8,000

10,000

12,000

2002 2003 2004 2005 2006 2007

Mil

lion

s (

$)

Initial Public Offering

Public Company Private Placement

Public OfferingPublic Offering

30







Discussion Outline

31

TSX Group Advantage to Listing In Canada

• Canada is the market of choice for global small and mid-cap companies

– Top-3 global player in technology and life sciences– Diverse cross-section of listed companies in a variety of sectors

• Standards-based exchanges that promote integrity for public SMEs

– Access to specialized products for TSX Group listing (e.g. Capital Pool Company® program)

• Sustained access to capital – steady growth of capital investment over past 5 years

• Strong equity culture – 49% of Canadians hold equities

• Strong trading liquidity – 30% increase in trading over past 5 years

• Lower trading impact costs on TSX

• Analyst coverage typically seen at an earlier stage

• Canadian regulatory commissions and exchanges are:

– Customer-focused– Principles rather than rules based– Employ a flexible corporate governance approach, particularly for TSX Venture

Exchange companies (e.g. exemption from Internal Control Certification)

32

Special Considerations for US and International Companies Listing on TSX Group

• Foreign Property Rules lifted by Canadian Revenue Agency – no investment restrictions on foreign companies

• US disclosure documents accepted in Canada

– “Multi-jurisdictional Disclosure System” (MJDS) allows access to Canadian capital markets using US documents

• US GAAP, IFRS Accounting and Audit Standards are accepted

• Companies already listed on another senior market may be exempt from certain requirements

– Need to apply for continuous disclosure from securities commissions

• Board and management must have adequate relevant North American public company experience

• Must have a plan for adequate shareholder base & distribution of shares to support a liquid market on TSX

• Canadian office not required

• Recommend a contact person in Canada to be accessible for shareholder and analyst inquiries

33

Lower cost to list on TSX:Original Listing Fee Comparison

$0

$100,000

$200,000

$300,000

$400,000

$500,000

$600,000

(Canadia

n $

)

TSX TSXV NYSE NYSE* AMEX NASDAQ NASDAQSC

ASX LSE AIM

Minimum Fee Maximum Fee

* Proposed

34

Competitive sustaining fees on TSX

$0

$100,000

$200,000

$300,000

$400,000

$500,000

$600,000

$700,000

(Canadia

n $

)

TSX TSXV NYSE NYSE* AMEX NASDAQ NASDAQSC

ASX LSE

Minimum Fee Maximum Fee

*Proposed

35

Canadian Escrow Policy competitive with the US

• Applies to principals whose continuing role is relevant to an investor’s decision to subscribe to the IPO

• Escrow not required for:– TSX exempt issuers– TSX non-exempt issuers

with a Market Cap of at least CDN $100 Million

Time from Listing Date

Release of Securities

Date listed on TSX

1/4 of escrow securities

6 months after listing date





Remaining escrow securities

36







Discussion Outline

37

TSX Business Development Team

NAME POSITION/SECTOR NUMBER EMAIL

Janis Koyanagi Director, TSX - International Development & Strategy 416.947.4467 [email protected]

Delilah Panio Director, TSXV – US Development & Strategy 416.365.2213 [email protected]

Raymond King Senior Manager – Global Diversified Industries/Israel/India 416.947.4675 [email protected]

Greg Ferron Senior Manager – Global Mining/Africa/Australia 416.947.4477 [email protected]

Susan McLean Senior Manager – Global Cleantech & Structured Financial Products/ETFs 416.947.4305 [email protected]

Christa Dewar Senior Manager – US Business Development Campaign 416.947.4636 [email protected]

TBD Senior Manager – Global Energy/South America 416.947.4467 [email protected]

Gina Pappano Senior Manager – Market Intelligence 416.947.4272 [email protected]

Annie Tao Manager – China Business Development 416.947.4273 [email protected]

mailto:[email protected]









38

Raymond D. KingSenior Manager, Global Diversified Industrials – Listings

Business Development

Toronto Stock Exchange & TSX Venture Exchange

[email protected]

Contact Information

39

Appendix A – Listing Requirements

40

Criteria Senior ProfitableForecasting

ProfitR&D Tech

Public Distribution• # shareholders• Public float -shares• Public float - $• Total market value

Financial Requirements

• Net tangible assets• Pre-tax earnings• Pre-tax cash flow• Cash in treasury2

• Sufficient funds3

• Working capital • Capital structure

Other Criteria• Product/service

• Operating history

3001 million

$4 millionN/A

$7.5 million$300K

$700/$500N/AN/A

AdequateAdequate

3001 million

$4 millionN/A

$2 million$200K$500N/AN/A

AdequateAdequate

3001 million

$4 millionN/A

$7.5 million$300K1

$5001

N/AN/A

AdequateAdequate

3001 million

$4 millionN/A

N/AN/AN/A

$12 million2 years3

AdequateAdequate

Ability to commercialize

2 years

3001 million

$10 million$50 million

N/AN/AN/A

$10 million1 year3

AdequateAdequate

Advanced stage

1 forecast for current or next fiscal year2 raised via prospectus3 funds to cover expenses, R&D, and capex

Toronto Stock Exchange Listing Criteria

Listing Criteria for Industrial Companies

41

• Financing range: $500k to $20 million

• Multiple financing rounds = more ground-floor investing opportunity

• Acquisition currency

• Employee stock options

• Mentoring role

• Stepping stone to senior markets

• Streamlined graduation path to Toronto Stock Exchange

• Graduates leave with a track record

Why List on TSX Venture Exchange

42

TSX Venture Exchange Listing Requirements Tier 1: Technology or Industrial

Category 1 Category 2 Category 3

Net Tangible Assets(incl. IPO $)

$1 M $5 M N/A

Earnings Before Tax $100,000 N/A $200,000

Working Capital 18 mos 18 mos + $100K

18 mos

Publicly Held Shares 1 M 1 M 1 M

Public Market Capitalization $1 M $1 M $1 M

Number of Shareholders 200 200 200

Percentage Held by Public 20% 20% 20%

* R&D MLR: Similar to Category 2 but $1,000,000 in prior R&D required and a $1,000,000 R&D program must be recommended.

43

TSX Venture Exchange Listing Requirements Tier 2: Technology or Industrial

Category 1 Category 2

Net Tangible Assets (incl. IPO $) $500,000 $750,000

Earnings Before Tax $50,000 N/A

Prior Expenditures or Revenue N/A $250,000

Working Capital 12 mos 12 mos + $100K

Other N/A Sufficient testing to show commercial viability

Minimum IPO Price $0.15 $0.15

Publicly Held Shares 500,000 500,000

Number of Shareholders 200 200

Percentage Held by Public 20% 20%

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