52 QUESTION Answer How does a Qualifying Transaction with a CPC compare to an IPO? The CPC program gives emerging businesses a foothold on TSXV and access to public financing when a traditional IPO is not the preferred route. It is a flexible, straightforward solution for smaller companies that are anxious to take the underwriting risk of an IPO out of the equation. And it enables a CPC with a focused vision to build momentum, raising capital for the purpose of identifying a qualifying transaction, and ultimately obtaining a full listing on TSXV. There are some instances in which a company will use the CPC program and immediately list on TSX. Does my company have to incorporate in Canada? There is no listing, regulatory or financial requirement that companies must incorporate in Canada. However, it is recommended that international companies have a strategy to develop relationships with the Canadian investment community and a program to satisfy all of their reporting and public company obligations in Canada. This may be achieved by having a member of the board of directors or management, an employee or a consultant situated in Canada. How many shareholders must I have to list in Canada? TSX requires 300, and TSXV requires 200 public holders. A public shareholder is an investor holding one board lot or more of freely tradable shares. There is no specific requirement for Canadian shareholders at the time of listing, but we strongly recommend a shareholder base in North America for a successful listing, and/or a plan to develop a liquid market. Documents to be filed QUESTION Answer Who is required to clear a PIF? A PIF or statutory declaration is required for all insiders of your company. An insider includes all officers and directors as well as all holders of greater than 10% of the shares outstanding. What type of technical report is required for mining or oil and gas companies preparing to list? Applications must include current and up-to-date reports on the applicant’s significant properties, prepared in compliance with the National Instrument 43-101 for Mining and National Instrument 51-101 for Oil & Gas. For mining companies, NI 43-101 accepts JORC, SAMREC and international resources and reserves standards. The report should cover only material properties. The recommended work program should coincide with the 12 or 18 month projection of sources and uses. For more information on the reports required from mining companies, see Chapter 6, and for more information on the reports required from oil and gas companies, see Chapter 7. Will Toronto Stock Exchange or TSX Venture Exchange review shareholder protection and rights? It depends. If your company is incorporated in Canada, or in a jurisdiction where shareholder protection and rights are established as being similar to those in Canada, the Exchanges will not review these. Jurisdictions we do not review include Australia, UK and some U.S. states (including Delaware). If your company is incorporated outside of Canada, you may be required to complete a questionnaire regarding your home country/jurisdiction’s shareholder protection and rights. The Exchange you are applying to will then review the comparison and your company’s articles and by-laws to ensure the shareholder protection and rights in your jurisdiction are comparable to those established in Canada. You may be required to make amendments to your articles or by-laws as a condition of listing.
RkJQdWJsaXNoZXIy MjgzMzQ=