2023 GUIDE TO LISTING 1 2 0 2 3 T O R O N T O S T O C K E X C H A N G E | T S X V E N T U R E E X C H A N G E GUIDE TO LISTING
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 2 3 AT A GLANCE REALIZE YOUR VISION GO PUBLIC CANADA’S GLOBAL CAPITAL MARKETS OPPORTUNITIES FOR COMPANIES AT EVERY STAGE OF GROWTH OPPORTUNITIES FOR INTERNATIONAL AND U.S. COMPANIES STEPS TO LISTING GRADUATION TO TORONTO STOCK EXCHANGE SUPPORTING YOUR GROWTH PROFILING OUR ISSUERS HOW WE’RE INNOVATING DIVERSIFIED INDUSTRIES INNOVATION MINING ENERGY LISTING REQUIREMENTS MARKET INTELLIGENCE GROUP (MIG) TSX TRUST THE LISTING EXPERIENCE DIRECTORY OF CONTACTS 2 4 6 8 9 11 12 17 18 20 22 24 28 30 32 36 42 42 43 44 S E C T O R S AT A GLANCE CANADA’S GLOBAL CAPITAL MARKETS OFFER UNPARALLELED ACCESS TO: * Source: The World Federation of Exchanges, TSX/TSXV Market Intelligence Group and exchange websites. As at September 30, 2022. GLOBAL LEADERSHIP INTEGRITY Global investors, companies, and capital market participants have experience with Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV). We operate a rules-based marketplace with a history of integrity that provides your company a base to grow and extend its retail and global investor base. ACCESS TO CAPITAL In addition to institutional and retail investors, passive investors are a growing part of the marketplace. TSX issuers have access to all of Canada’s leading indexes. Each year, we extend the products and asset base, tracking our issuers so you can position your company with the industry leaders. THE BEST CANADIAN MARKET INFRASTRUCTURE TSX and TSXV are the only Canadian exchanges that trade on all Canadian markets and have access to the widest global quote distribution. This gives your company access to the largest pool of investors and the greatest amount of liquidity. Our exchanges also have the most registered market participants to provide liquidity for your company. LIQUIDITY TRADED $2.8 trillion GLOBAL OPPORTUNITIES AMONG GLOBAL PEERS FOR NEW INTERNATIONAL LISTINGS* #2 CAPITAL IN EQUITY CAPITAL RAISED FINANCINGS $27B 1,700+ TABLE OF CONTENTS
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 4 5 REALIZE YOUR VISION As a public company, your shares can be used as a currency substitute to acquire target companies, instead of a direct cash offering. Using shares for an acquisition can be attractive to other companies and a tax-efficient vehicle to finance such a transaction. This can also improve your ability to complete mergers and acquisitions in a more timely and cost-effective manner. Access Capital And Future Financing Opportunities Going public can provide your company with financing opportunities to grow your business through expansion of operations, hiring or acquisitions. The issuance of public shares can also expand and diversify your investor base by giving you access to pools of capital in Canada, the U.S. and globally. Going public enhances your company’s visibility. Greater public awareness gained through media coverage, publicly filed documents and coverage of your shares by sector investment analysts can heighten the profile and credibility of your company. Ultimately, this can attract attention from a more diversified group of investors. Utilize Acquisitions To Accelerate Growth Increase Visibility Provide Liquidity For Shareholders Becoming a public company establishes a market for your company’s shares, providing your investors with an efficient and regulated vehicle in which to trade their shares. Greater liquidity in the public market can often lead to better valuation than would be achieved as a private company. Create Employee Incentives Your employees can participate in the ownership of your company and benefit from being shareholders. Stock options and employee share purchase programs are ways of compensating your employees without depleting cash reserves. Share ownership can offer retention and can be used as a recruitment incentive.
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 6 7 GO PUBLIC Does your management team and board have the experience and expertise for both your industry and the public markets? Has your management team and board of directors invested their capital in the company? Do you have a plan for tax optimization and planning at personal, shareholder and company levels? Has your company developed the appropriate financial reporting and internal controls for a public company? Has your company put in place the appropriate corporate governance controls for a public company? Does your company have an attractive growth profile? Does your business model allow your company to accurately forecast revenue? Going public is a major milestone for any company. Our team will work closely with your company’s management and expert advisors to guide you through every stage of the listing process. ARE YOU READY TO LIST? 1. 4. 5. 7. 6. 2. 3.
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 8 9 Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV) (the “Exchange”), provide companies with access to equity capital and the benefits of being listed on a leading global exchange with integrity, liquidity and opportunity. GATEWAY TO NORTH AMERICAN CAPITAL Companies listed on TSX and TSXV have access to North American capital markets, one of the world’s largest capital pools. With a wide investor base providing liquidity, our Exchanges also serve as access points to the international pools of capital for companies seeking growth and expansion capital. TOP-RATED BANKING SYSTEM Canada’s banking system has been ranked as one of the soundest in the world for over a decade by the World Economic Forum.* Canada’s banks are also well managed, well regulated and well capitalized. A strong and stable banking system is at the heart of the country’s economic stability. Canada ranks second in the G20 for foreign direct investment to GDP ratio,** and has an established AAA credit rating from Standard & Poor’s. TSX and TSXV are world-class markets that provide access to financing for companies at various stages of growth. LEVERAGING CANADA’S ECONOMIC STRENGTH TSX and TSXV’s significance as world-class equities markets is reflected in the broader strength of the Canadian economy. According to the Economist Intelligence Unit, Canada is the best country in the G20 for doing business (2022-2026).*** Canada’s economy is broadly diversified with key strengths in manufacturing, financial services and technology. This, coupled with Canada’s political stability and diverse natural resources base, including oil and gas, coal, nickel, copper, zinc, uranium and diamonds, makes Canada a viable destination to raise capital and leverage Canadian financial expertise. total number of listed issuers on TSX and TSXV 3,500+ 2021 2022 2020 2019 2018 $41 $39 $43 $27 $57 IPOs Private Placements Public Offerings EQUITY FINANCING ON TSX & TSXV ($ Billions) *World Economic Forum, Global Competitiveness Index. **United Nations Conference on Trade and Development, 2021. ***Economist Intelligence Unit, December 2021. CANADA’S GLOBAL CAPITAL MARKETS OPPORTUNITIES FOR COMPANIES AT EVERY STAGE OF GROWTH 501 DIVERSIFIED INDUSTRIES BREAKDOWN 28 Communications & Media 117 Consumer Products & Services 118 Financial Services 151 Industrial Products & Services 87 Real Estate 1,157 MINING BREAKDOWN 101 Battery Metals 212 Copper 652 Precious Metals 49 Uranium 143 Other 929 EXCHANGE TRADED FUNDS 505 INNOVATION BREAKDOWN 95 Clean Technology 160 Life Sciences 250 Technology 188 ENERGY BREAKDOWN 45 Energy Services 127 Oil & Gas 16 Utilities & Pipelines 190 CAPITAL POOL COMPANY® 4 SPAC 73 CLOSED-END FUNDS MARKET CAP ($B) $2,026 $521 $688 $327 $35 $0.6 $0.2 $292 ISSUERS A DIVERSE ISUER BASE FINANCING GROWTH COMPANIES Project/Idea PUBLIC EQUITY PRIVATE CAPITAL CAPITAL REQUIRED STAGES OF COMPANY GROWTH R&D or Prototype Commercial Stage Stable Production Stage Operating History FOUNDERS ANGEL INVESTORS PRIVATE EQUITY TORONTO STOCK EXCHANGE TSX VENTURE EXCHANGE VENTURE CAPITALISTS
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 10 11 2022 MARKETS AT A GLANCE TSX TSXV TSX & TSXV Listed Issuers 1,789 1,713 3,502 Quoted Market Value ($ Billions) 3,792 70 3,862 Median Quoted Market Value ($ Millions) 132 8.0 30 Average Quoted Market Value ($ Millions) 2,119 41 1,103 Total Equity Capital Raised ($ Billions) 21 5.9 27 Average Equity Capital Raised ($ Millions) 50 4.4 15 Going Public Activity* 113 161 274 Graduates from TSXV 16 - 16 *Includes Initial Public Offerings, Capital Pool Company IPOs, Reverse Takeovers, Qualifying Transactions, Qualifying Acquisitions and others. As of December 31, 2022. OPPORTUNITIES FOR INTERNATIONAL AND U.S. COMPANIES GATEWAY TO NORTH AMERICAN INSTITUTIONAL CAPITAL With limited options in the international market for mid-market companies seeking growth capital, as well as the increasing costs of regulatory compliance, more and more international companies are using a listing on TSX or TSXV as a platform in order to reach Canadian and U.S. investors who can trade directly in Canada. TSX and TSXV are uniquely positioned in North America and a significant part of the daily flow of trading comes from U.S.- based investors. U.S. COMPANIES LISTED ACROSS ALL SECTORS Technology 21% Mining 26% CPC 2% Clean Technology 6% Real Estate 6% Closed-End Funds/ ETFs/SPAC 2% Financial Services 4% Industrial Products & Services 6% Oil & Gas 5% Consumer Products & Services 4% Life Sciences 17% Ranked #2 28 254 among global peers for new international listings* new international companies listed in 2022 international and U.S. companies are listed on TSX and TSXV INTERNATIONAL LISTINGS BY COUNTRY/REGION U.S. 50% Asia 8% Australia /NZ/PNG 9% Latin America 12% Israel 7% Africa 2% UK/Europe 13% *Source: The World Federation of Exchanges, TSX/TSXV Market Intelligence Group and exchange websites. As of September 30, 2022.
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 12 13 STEP 1 DETERMINE THE MARKET FOR YOUR BUSINESS Listing on Toronto Stock Exchange is an option for growth-oriented companies with strong performance track records. TSX is globally recognized as a leading international stock exchange, known for its standards of fairness and innovative approach to trading. TSX provides companies with a dynamic market in which to raise capital, while offering a range of benefits that include enhanced liquidity, specialized indices, visibility and analyst coverage. Listing on TSX Venture Exchange is an option for companies looking to access public venture capital to facilitate their growth. Companies listed on TSXV are provided with the opportunity to gain a solid foothold in the public market, with the potential to work towards graduation to TSX and access to larger pools of capital. TSXV has listing requirements that are tailored to a company’s industry sector, stage of development, financial performance and operational resources. Listing on TSX Listing on TSXV • Market for established businesses and management teams with experience in public markets. • Access to international institutional investors. • Globally visible indices utilized by investors. • Corporate governance appropriate for established issuers. • 170-year history. • Respected, leading global exchange. • Access to capital for early-stage companies and smaller financings (typical financing range: $2 million to $20 million). • Extensive mentorship program for newly public companies. • Streamlined graduation to TSX. • Tailored listing and corporate governance requirements for small-cap companies. • Access to investment banking support for financing and acquisitions as well as research to support the company’s investor base. WHY LIST ON TSX? WHY LIST ON TSXV? STEPS TO LISTING
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 14 15 STEP 2 DETERMINE THE METHOD OF LISTING OUTLINING THE CPC PROCESS CPC CONCURRENT FINANCING TO ARMS LENGTH INVESTORS Toronto Stock Exchange and TSX Venture Exchange have created a flexible approach to raising public capital. Recognizing that the financial requirements of companies are unique to their size and stage of growth, the process of going public on either of our Exchanges is efficient and costeffective. Working with your advisors will help determine which listing method is right for your company in current market conditions. An IPO requires the completion of an application for listing and the filing of a prospectus with the applicable Canadian securities regulator(s). We have a long history of listing companies through reverse takeover transactions. A reverse merger allows a private company to vend into a TSX- or TSXV-listed company or shell. CPCs or SPACs are companies listed with cash on their balance sheets. They are designed as a pathway to take companies public in an efficient way. The SPAC program offers an alternative vehicle for listing on TSX. Unlike a traditional IPO, the SPAC program enables seasoned directors and officers to form a corporation that contains no commercial operations or assets other than cash. The SPAC is then listed on TSX via an IPO, raising a minimum of $30 million. 90% of the funds raised are placed in escrow, and must then be used toward the acquisition of an operating company or assets within 36 months of listing, defined as a Qualifying Acquisition. The CPC Program is a unique listing vehicle that can make particular sense for smaller companies going public. The program connects experienced investors with private companies by dividing the traditional IPO process in two: the creation of the CPC public vehicle shell and the Qualifying Transaction (QT). Founders provide seed capital & create corporate vehicle, then IPO to provide public distribution *The percentages used are for illustration purposes. The terms of each transaction are negotiated between the CPC Founders and the Private Company. If your company is currently listed on another exchange or if it meets listings criteria you may qualify for a direct listing on TSX or TSXV. It is an efficient mechanism to access a broader pool of investors and to leverage your listing in another market. A Flexible Approach Initial Public Offering Reverse Takeover A two-step alternative to the traditional IPO Qualifying Transaction / Qualifying Acquisition SPAC Special Purpose Acquisition Company (SPAC) Program Capital Pool Company® (CPC) PROGRAM CPC SUCCESS STORY Direct Listing STRUCTURES FOR GOING PUBLIC Initial Public Offering (IPO) Reverse Takeover (RTO) Direct Listing Qualifying Transaction/Acquisition (QT/QA) TSX TSXV 5-10% of Resulting issuer* 20+% of the Resulting Issuer* Looking to raise capital and get liquidity for shareholders 60-70% of Resulting Issuer ownership is retained by private company shareholders, maintaining control 85% $11.4B $18.5B Over 2,800 92 of CPCs have completed their QT, with 41 QTs in 2022 raised by former CPCs in the last five years on TSXV raised by former CPCs in the last five years on TSX CPCs listed since program inception* former CPCs currently trade on TSX To learn more about the modernization of the CPC Program please visit tsx.com/cpc As of December 31, 2022. *CPC program was created in 1986. For more information Private company New public company
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 16 17 As a company looking to go public, you will need to build a team of expert advisors and seek the counsel of an investment dealer, a securities law firm, an auditor, an investor relations professional, and a transfer agent. Look for professionals experienced in your industry and size of company, with the ability to offer sound financial market advice that is relevant to you and your business. Make sure you have a thorough knowledge of the policies for the appropriate exchange and the securities law requirements. A quality investor relations program is critical to your company’s ability to access capital and liquidity, enhancing your company’s visibility, reputation and investor communications program. The Business Development team at TSX and TSXV can provide introductions to advisors who can help companies go public. Graduating to TSX is a strategic opportunity for a company to increase its profile, liquidity and access to capital. Your team of advisors International companies will need to seek advisors with experience in the Canadian marketplace. In Canada, regulatory and legal obligations are applicable at both the federal and provincial levels. Expert advice A path to greater opportunity Graduation made easy Benefits Your Company STEP 3 SELECT YOUR TEAM OF ADVISORS Investment dealer Investor relations professional Transfer agent Securities law firm Auditor GRADUATION TO TORONTO STOCK EXCHANGE Increased Access to Index Products Greater Visibility Access to Institutional Capital Enhanced Liquidity STREAMLINED PROCESS Your company’s TSXV files can be provided directly to TSX with your consent. WAIVER OF SPONSORSHIP Sponsorship requirements can be waived in most cases. REDUCED LISTING FEES The TSX application fee is waived for potential graduates and credit will be given for any TSXV transaction fees paid in the 90 days prior to listing on TSX. EXCHANGE SUPPORT A pre-file meeting with TSX staff to review process and timing can help to compress the timeline for a graduation. * From January 2000 to December 2022. † The S&P/TSX Composite Index (the “Index”) is the product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and TSX Inc. (“TSX”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and TSX® is a registered trademark of TSX. SPDJI, Dow Jones, S&P, their respective affiliates and TSX do not sponsor, endorse, sell or promote any products based on the Index and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions or interruptions of the Index or any data related thereto. 750+ 22% $241B Graduates from TSXV to TSX* of the S&P/TSX Composite Index† constituents are graduates of TSXV in market capitalization of TSXV graduates
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 18 19 GROWTH ACCELERATOR SESSIONS Complimentary one-on-one education and mentorship program, to support company growth and success. Growth accelerator education program Governance Follow-on Transactions Disclosure Trading Investor Relations Environmental, Social and Governance Principles of Good Governance Building an Effective Board Governance & Board Best Practices Board Roles and Committees Post Listing Transactions Declaring Dividends Initiating a Normal Course Issuer Bid TMX Disclosure Requirements IR Web Page Dissemination of Material News IIROC’s Role Regarding Disclosure Mechanics Motivations Indices Role of Your Market Maker Top Ten Best Practices in IR Conducting a Successful AGM Tracking, Targeting & Surveillance Board Reports Importance of ESG ESG Disclosure Content How to Disclose Metrics Responsibility and Disclosure Channels The Company Services team is committed to supporting TSX and TSXV-listed issuers with a broad suite of services. As part of the listing process, you will have a designated regional advisor to assist you with every stage of your growth. By leveraging a deep understanding of Canadian capital markets, the team provides solutions, actionable insights, and market intelligence that facilitate the funding, profile, and success of our listed companies. TSX InfoSuite TSX INFOSUITE CORPORATE ACCESS LEARNING ACADEMY & ESG 101 Graduation from TSXV to TSX Customizing an Effective Workspace InfoSuite Principal Tools Functionality of Key Modules InfoSuite Additional Products TSX Infosuite is a complimentary market data and shareholder solution for listed companies. TSX InfoSuite provides a wide variety of data and functionality including shareholder information, consolidated Canadian marketplace trading, volume-weighted average price data, intra-day trading, net house summaries, foreign exchange rates, short positions, and more. Our Corporate Access program provides listed companies with opportunities to receive enhanced profile and to engage with investor audiences. The program also offers market intelligence to supplement your investor access. Listed companies can access a wide variety of issuer-relevant resources on our education platforms, or can choose to receive our bi-weekly newsletter. Content includes market insights, event notifications, podcast releases, and product updates. Profile to Investors: Profiling issuers to key pools of investors and providing them with opportunities to raise market awareness Advisory: Intelligence: Educating issuers on how to effectively approach their investor access efforts Keeping issuers current on company-specific shareholder and trading data in addition to peer ownership and global capital flow intelligence Why Graduate & Benefits as a TSX-Listed Issuer Do you Qualify? Steps to Graduation Marketing Support SUPPORTING YOUR GROWTH COMPANY SERVICES
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 20 21 PROFILING OUR ISSUERS TSX30™ is a ranking of the top 30 performers on Toronto Stock Exchange over a three-year period. As our flagship program, it offers unique insight into important market trends, and shines a light on compelling companies driving progress across industries and around the world. TSX Venture 50™ is a ranking of top performers on TSX Venture Exchange over the last year. The ranking is composed of 10 companies from each of 5 industry sectors, selected based on 3 equally weighted criteria: share price, trading, and market capitalization. TSX and TSXV host regular Investor Days throughout North America and Europe, spotlighting public and private companies from across sectors and connecting them with the capital they seek. Companies have an opportunity to get in front of potential investors to pitch their ideas, and investors get an inside look at the latest and greatest businesses. TSX30 VENTURE 50 TSX & TSXV INVESTOR DAYS
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 22 23 TSX TRUST VIRTUAL MEETINGS Engage your shareholders from anywhere. TSX Trust Virtual Meetings platform combines the benefits of remote access with the dynamic interactions expected at in-person meetings. This helps your company deliver a cost-effective and seamless virtual meeting experience. We go beyond video conferencing to offer flexible meeting formats, creating an engaging experience for your shareholders to easily interact with management and the board of directors as well as vote on resolutions. TMX LINX One-Stop Exchange Filing Portal TMX LINX™ is a new centralized portal for issuers listed on Toronto Stock Exchange and TSX Venture Exchange and other stakeholders to interact with the Exchange in an easy-to-navigate, secure and efficient manner. It is the single point of access for listed issuers and their advisors to file submissions and correspond with the Exchange while having full transparency into the progress of their transactions from start to finish. Features File and manage submissions online Manage users and maintain full control over roles and permissions Securely upload, share and receive important documents Communicate directly with the Exchange through the portal Make payments online HOW WE’RE INNOVATING TMX dealLINX™ is an automated private placement platform that simplifies the management of capital raising for public and private companies. The tool helps you track your deals in real time, control expenses and manage key processes — from distribution and collaboration, to compliance, to payments and deal completion. Visit tsxtrust.com/deallinx to learn more. TMX dealLINX Offers • Automated Workflows and Know Your Client (KYC) Reviews • Manage Subscriptions • Standardize Compliance • Enhance Security • Real-time Activity Dashboards • Integrated Payment Processing With less time spent on process and more on investor satisfaction, TMX dealLINX helps companies take control of their funding and accelerate growth ambitions.
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 24 25 TSX and TSXV provide access to equity capital that is essential for growth-oriented companies from all around the world. companies with a total market capitalization of $2.0 trillion 501 KEY BENEFITS Access To Capital In 2022, Diversified Industries companies raised $11.3 billion of equity capital on TSX and TSXV. Liquidity & Trading Diversified Industries companies in Canada continue to attract domestic and international investors. In 2022, 30 billion shares of Diversified Industries companies traded on our Exchanges. Growth Support TSXV-listed companies have the potential to graduate to TSX as they grow and mature. Tailored Listing Criteria Listing requirements are tailored to companies at varying stages of growth. Global Visibility Diversified Industries companies listed on TSX and TSXV are covered by an average of 5 analysts and it is estimated that 40% of all trading on TSX and TSXV originates outside of Canada. 1 2 3 4 5 REAL ESTATE FINANCIAL SERVICES TSXV has proven to be the ideal listing platform for Starlight’s U.S. Residential Fund and U.S. Multi-Family (No. 2) Core Plus Fund as well as previous US Funds, helping to expand our investor audience. As we usher into a new growth period, expanding our US presence in both multi-family and single-family residential, we look forward to delivering on the current Funds’ objectives and creating value for both existing and new unitholders. Our IPO on the TSX marks the transformation of one of Canada’s oldest mutual insurance companies into one built for sustainable growth and profitability. But what is most exciting is the path ahead. As a public company, access to capital markets is going to help us accelerate much of the work that we have been doing to reach our goal of being a top five P&C insurer in Canada. DANIEL DRIMMER Chief Executive Officer and President, Starlight Investments (TSXV:SURF.A | SCPT.A) ROWAN SAUNDERS President & CEO, Definity (TSX:DFY) $1.8B 5 EQUITY CAPITAL RAISED NEW LISTINGS 2022 2021 2020 2019 2018 96 128 101 119 97 QUOTED MARKET VALUE ($ Billions) $6.7B 5 EQUITY CAPITAL RAISED NEW LISTINGS 2022 2021 2020 2019 2018 909 1,127 856 898 778 QUOTED MARKET VALUE ($ Billions) SNAPSHOT TSX TSXV TOTAL LISTED COMPANIES 61 26 87 TOTAL MARKET CAP ($M) 95,043 974 96,017 EQUITY CAPITAL RAISED ($M) 1,728 30 1,758 AVERAGE FINANCING ($M) 108 10 93 SHARES TRADED (M) 2,867 120 2,987 NEW LISTINGS 4 1 5 SNAPSHOT TSX TSXV TOTAL LISTED COMPANIES 74 44 118 TOTAL MARKET CAP ($M) 902,302 6,404 908,706 EQUITY CAPITAL RAISED ($M) 6,617 129 6,747 AVERAGE FINANCING ($M) 473 9 233 SHARES TRADED (M) 11,525 255 11,781 NEW LISTINGS 4 1 5 DIVERSIFIED INDUSTRIES
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 26 27 CONSUMER PRODUCTS & SERVICES INDUSTRIAL PRODUCTS & SERVICES RICHARD MALTSBARGER President and CEO, Pet Valu Holdings Ltd. (TSXV:PET) MICHAEL MCQUADE President and CEO, Algoma Steel Inc. (TSX:ASTL) $739M 6 EQUITY CAPITAL RAISED NEW LISTINGS 2022 2021 2020 2019 2018 291 293 247 248 214 QUOTED MARKET VALUE ($ Billions) $2.0B 4 EQUITY CAPITAL RAISED NEW LISTINGS QUOTED MARKET VALUE ($ Billions) QUOTED MARKET VALUE ($ Billions) SNAPSHOT TSX TSXV TOTAL LISTED COMPANIES 70 47 117 TOTAL MARKET CAP ($M) 289,920 771 290,690 EQUITY CAPITAL RAISED ($M) 658 81 739 AVERAGE FINANCING ($M) 73 3 22 SHARES TRADED (M) 3,973 781 4,753 NEW LISTINGS - 6 6 SNAPSHOT TSX TSXV TOTAL LISTED COMPANIES 116 35 151 TOTAL MARKET CAP ($M) 495,660 885 496,545 EQUITY CAPITAL RAISED ($M) 1,935 103 2,038 AVERAGE FINANCING ($M) 107 5 52 SHARES TRADED (M) 7,011 572 7,583 NEW LISTINGS 3 1 4 SNAPSHOT TSX TSXV TOTAL LISTED COMPANIES 19 9 28 TOTAL MARKET CAP ($M) 233,150 1,128 234,278 EQUITY CAPITAL RAISED ($M) - - - AVERAGE FINANCING ($M) - - - SHARES TRADED (M) 3,105 101 3,206 NEW LISTINGS - - - 2022 2022 2021 2021 2020 2020 2019 2019 2018 2018 497 234 524 245 417 196 349 201 316 177 As of December 31, 2022. COMMUNICATIONS AND MEDIA TSX has been a strong partner throughout Pet Valu’s history and we are excited to return to the public markets on an exchange that brings together a diverse group of investors who will support us in our next phase of growth. Algoma Steel’s return to TSX elevates our profile across capital markets, offering investors an opportunity to participate in our transformation into a more sustainable producer of green steel, helping Canada transition to a low carbon economy and securing Algoma’s legacy for generations to come.
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 28 29 Toronto Stock Exchange and TSX Venture Exchange provide companies with dynamic markets to access North American and global capital. INNOVATION IPOs and new listings in 2022 41 KEY BENEFITS Access To Capital $62B equity capital raised by Innovation companies from 2018-2022. Global Visibility Over 350 different analysts covering TSX/TSXV Innovation companies. Tailored Listing Criteria Listing requirements are tailored to companies at varying stages of growth. 53 TSXV innovation companies graduated from TSXV to TSX from 2018-2022 Growth Support TSXV-listed companies have the potential to graduate to TSX as they grow and mature. 1 3 2 4 CLEAN TECHNOLOGY AND RENEWABLE ENERGY TECHNOLOGY LIFE SCIENCES $56B $26B $210B 95 160 250 $742M $21B $29B quoted market value quoted market value quoted market value I am proud to see the company I founded 12 years ago, and which I care so much about, go public in Canada. It’s great to see Canadian institutional investors coming together, supporting great Canadian technology companies trading on the TSX. That’s not something we could have done 16 years ago. Canada has come a long way. listed companies listed companies listed companies equity capital raised in 2022 equity capital raised from 2018-2022 equity capital raised from 2018-2022 U.S. 64% Israel 15% UK/Europe 14% Asia 3% Latin America 2% INTERNATIONAL COMPANIES BY REGION OMRI BRILL Chief Executive Office, Adcore Inc. (TSX:ADCO) JEAN LAVIGUEUR CFO, Coveo Solutions Inc. (TSX:CVO) new international Innovation companies 2018-2022 As at December 31, 2022. 53 Australia/NZ/PNG 2%
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 30 31 of the 5,300+ mineral exploration projects operated by TSX and TSXV companies are outside of Canada. 48% MINING TSX and TSXV are home to more Mining companies than any other market in the world, and have a diversified roster of public Mining companies by commodity and stage of development. These companies benefit by having greater access to capital, visibility of transactions, analyst coverage, specialized indices and tailored listing requirements for all sizes of companies. KEY BENEFITS Access To Capital TSX/TSXV Mining companies have raised $44 billion in the past five years through over 6,700 financings. This represents 48% of the number of public mining financings completed and 36% of the mining equity capital raised globally. Liquidity & Trading Almost 44 billion Mining company shares were traded on our Exchanges in 2022. Global Visibility More than 250 global analysts cover TSX and TSXV-listed Mining companies and approximately 40% of all trading originates outside of Canada. Growth Support TSXV-listed companies have the potential to graduate to TSX as they grow and mature. From 2000 to 2022, more than 300 mining companies have graduated from TSXV to TSX. Tailored Listing Criteria Listing requirements are tailored to companies at varying levels and accommodate a range of companies from exploration stage to production. Value-added Services Supporting Growth Relevant mining business experience and in-house geologists. 1 2 3 4 5 6 Canada 52% U.S. 13% South America 12% Mexico 7% Central America & Caribbean 1% Russia & CIS 0.1% UK/Europe 4% Asia 1% Middle East 1% Australia/NZ/PNG 3% Africa 6% TSX/TSXV MINING COMPANIES - GLOBAL REACH Companies with mining assets located around the world Note: A single company may have projects in multiple countries. Source: S&P Global Market Intelligence, December 2022. of all global mining financings in the past five years were completed by companies listed on TSX and TSXV of all global mining equity capital in the past five years was raised by companies listed on TSX and TSXV of the world’s public mining companies are listed on TSX and TSXV 48% 36% ~40% HKEx LSE/AIM NYSE/NYSE American ASX TSX/TSXV $1.3 $4.9 $9.0 $36.0 $44.1 MINING EQUITY FINANCINGS OVER THE PAST 5 YEARS ($ BILLIONS) Source: TSX and TSXV Market Intelligence Group and S&P Global Market Intelligence. As of December 31, 2022.
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 32 33 TSX and TSXV are global leaders in the Energy sector, comprising Oil & Gas, Energy Services, and Utilities & Pipeline companies. Access To Capital • From 2018 to 2022, $12 billion was raised by Energy companies listed on TSX and TSXV. • Some of the world’s largest asset managers and financial institutions, including Canadian institutional investors managing a cumulative $6 trillion dollars of assets, invest and trade in TSX and TSXV listed Energy companies. • 77 equity financings were completed by Energy companies in 2022. Global Visibility • Listing on TSX and TSXV provides the opportunity to attract the attention of Energy sector research analysts • An average of 5 analysts cover TSX and TSXV Oil & Gas and Energy Services companies and an average of 13 analysts cover Utilities & Pipeline companies. Liquidity & Trading • In 2022, 33 billion Energy company shares were traded for a total dollar value of $805 billion. • Approximately 40% of TSX’s daily trading originates from investors outside of Canada. A significant part of that daily flow of trading comes from U.S.-based investors. Growth Support TSXV-listed companies have the opportunity to graduate to TSX as they grow and mature. From 2000 to 2022, over 150 Oil & Gas companies have graduated from TSXV to TSX. Tailored Listing Criteria Listing requirements are tailored to a company’s industry sector, stage of development, financial performance and operational resources. Our listing requirements better accommodate junior companies, including exploration stage Oil & Gas companies. Experienced Exchange Staff Relevant Oil & Gas business experience, including in-house geologists. 1 4 2 5 3 6 KEY BENEFITS ENERGY TSX and TSXV Oil & Gas Issuers with Global Operations Number of companies with Oil & Gas assets located around the world Note: A single company may have operations or assets in multiple countries. Source: TSX and TSXV Market Intelligence Group. As at December 31, 2022. Canada TSX: 45 Companies TSXV: 37 Companies U.S. TSX: 7 Companies TSXV: 15 Companies Latin America TSX: 5 Companies TSXV: 12 Companies Russia & CIS TSX: 1 Company UK/Europe TSX: 5 Companies TSXV: 4 Companies Asia TSX: 2 Companies TSXV: 4 Companies Australia/NZ/PNG TSX: 1 Company TSXV: 3 Companies Africa TSX: 3 Companies TSXV: 6 Companies Middle East TSX: 1 Company
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 34 35 At Kiwetinohk, we are passionate about climate change and the future of energy. Our mission is to build a profitable energy transition business that provides clean, reliable, dispatchable, low-cost energy to consumers. To be sustainable, we believe a business must be profitable and, for the longer term, to be profitable, a business must be sustainable. TSX is the ideal platform to raise the capital required for the energy transition. PAT CARLSON CEO, Kiwetinohk Energy Corp. (TSX:KEC) 127 $366B $5.7B 353 Issuers Total quoted market value in 2022 Equity capital raised from 2018-2022 Total number of financings from 2018-2022 in the world for number of Oil & Gas issuers of the world’s public Oil & Gas companies are listed on TSX and TSXV of all global Oil & Gas equity was raised on TSX and TSXV in 2022 #1 17% 5% $295B 16 45 $27B $758M 105 16 $5.3B total quoted market value in 2022 Issuers Issuers total quoted market value in 2022 equity capital raised from 2018-2022 total number of financings from 2018-2022 total number of financings from 2018-2022 equity capital raised from 2018-2022 UTILITIES & PIPELINES OIL & GAS ENERGY SERVICES
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 36 37 LISTING REQUIREMENTS FOR INDUSTRIAL, TECHNOLOGY AND RESEARCH & DEVELOPMENT COMPANIES TSX TSX NON-EXEMPT TECHNOLOGY ISSUERS1, 7 TSX NON-EXEMPT RESEARCH AND DEVELOPMENT (R&D) ISSUERS7 TSX NON-EXEMPT FORECASTING PROFITABILITY7 TSX NON-EXEMPT PROFITABLE ISSUERS7 TSX EXEMPT INDUSTRIAL COMPANIES8 EARNINGS OR REVENUE Evidence of earnings from on-going operations for the current or next fiscal year of at least $200,0002 before tax and extraordinary items. Earnings from on-going operations of at least $200,000 before tax and extraordinary items in the last fiscal year. Earnings from on-going operations of at least $300,000 before tax and extraordinary items in the last fiscal year. CASH FLOW Evidence of pre-tax cash flow from the current or next fiscal year of at least $500,000.2 Pre-tax cash flow of $500,000 in the last fiscal year. Pre-tax cash flow of $700,000 in the last fiscal year, and an average pre-tax cash flow of $500,000 for the past two fiscal years. NET TANGIBLE ASSETS $7,500,0003 $2,000,0003, 4 $7,500,0003 ADEQUATE WORKING CAPITAL AND CAPITAL STRUCTURE Funds to cover all planned development expenditures, capital expenditures, and G&A5 expenses for one year.6 Funds to cover all planned R&D expenditures, capital expenditures and G&A5 expenses for two years.6 Working capital to carry on the business, and an appropriate capital structure. CASH IN TREASURY Minimum $10,000,000 in the treasury, the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus. Minimum $12,000,000 in the treasury, the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus. PRODUCTS AND SERVICES Evidence (satisfactory to TSX) that products or services at an advanced stage of development or commercialization and that management has the expertise and resources to develop the business.9 Minimum two year operating history that includes R&D activities. Evidence (satisfactory to TSX) of technical expertise and resources to advance its research and development programme(s).10 MANAGEMENT AND BOARD OF DIRECTORS Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary. PUBLIC DISTRIBUTION AND MARKET CAPITALIZATION Minimum 1,000,000 free trading public shares. Minimum $10,000,000 held by public shareholders. 300 public shareholders each holding a board lot. Minimum $50,000,000 market capitalization. Minimum 1,000,000 free trading public shares. Minimum $4,000,000 held by public shareholders. 300 public shareholders each holding a board lot or more. SPONSORSHIP Sponsor Report may be required (generally not required for IPOs or TSXV Graduates). Not required. The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual and the TSX Venture Exchange Corporate Finance Manual which are available at www.tsx.com TSXV TSXV TIER 1 INDUSTRIAL TECHNOLOGY LIFE SCIENCES TSXV TIER 2 INDUSTRIAL TECHNOLOGY LIFE SCIENCES TSXV TIER 1 REAL ESTATE OR INVESTMENT TSXV TIER 2 REAL ESTATE OR INVESTMENT NET TANGIBLE ASSETS, REVENUE OR ARM’S LENGTH FINANCING (AS APPLICABLE) $5,000,000 net tangible assets or $5,000,000 revenue. If no revenue, two-year management plan demonstrating reasonable likelihood of revenue within 24 months. $750,000 net tangible assets or $500,000 in revenue or $2,000,000 Arm’s Length Financing. If no revenue, two-year management plan demonstrating reasonable likelihood of revenue within 24 months. Real Estate: $5,000,000 net tangible assets. Investment: $10,000,000 net tangible assets. $2,000,000 net tangible assets or $3,000,000 Arm’s Length Financing. ADEQUATE WORKING CAPITAL AND CAPITAL STRUCTURE Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months following listing; $200,000 unallocated funds. Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months following listing; $100,000 unallocated funds. Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months following listing; $200,000 unallocated funds. Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months following listing; $100,000 unallocated funds. PROPERTY Issuer has significant interest in business or primary asset used to carry on business. Real Estate: Issuer has significant interest11 in real property. Investment: No requirement. PRIOR EXPENDITURES AND WORK PROGRAM History of operations or validation of business. Real Estate: No requirement. Investment: Disclosed investment policy. Real Estate: No requirement. Investment: (i) disclosed investment policy and (ii) 50% of available funds must be allocated to at least two specific investments. MANAGEMENT AND BOARD OF DIRECTORS Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience in Canada or similar jurisdiction. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary. DISTRIBUTION, MARKET CAPITALIZATION AND PUBLIC FLOAT Public float of 1,000,000 shares; 250 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders. Public float of 500,000 shares; 200 Public Shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders. Public float of 1,000,000 shares; 250 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders. Public float of 500,000 shares; 200 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders. SPONSORSHIP Sponsor report may be required. The listing requirements above must be met at the time of listing. Any funds raised or transactions closing concurrent with listing contribute to the company meeting the listing requirements. 1. Generally includes companies engaged in hardware, software, telecommunications, data communications, information technology and new technologies that are not currently profitable or able to forecast profitability. 2. Applicants should file a complete set of forecast financial statements covering the current and/or next fiscal year (on a quarterly basis). Forecasts must be accompanied by an independent auditor’s opinion that the forecast complies with the CICA Auditing Standards for future-oriented financial information. Applicants should have at least six months of operating history. 3. Under certain circumstances, deferred development charges or other intangible assets can be included in net tangible asset calculations. 4. Companies with less than $2 million in net tangible assets may qualify for listing if the earnings and cash flow requirements for senior companies are met. 5. “G&A” means general and administration expenses. 6. A quarterly projection of sources and uses of funds, for the relevant period, including related assumptions signed by the CFO must be submitted. Projection should exclude uncommitted payments from third parties or other contingent cash receipts. R&D issuers should exclude cash flows from future revenues. 7. Exceptional circumstances may justify granting of a listing, notwithstanding minimum requirements – generally an affiliation with established business and/or exceptionally strong financial position is required. 8. as well as for granting Exempt status. Special purpose issuers are generally considered on an exceptional basis. 9. “Advanced stage of development or commercialization,” generally restricted to historical revenues from the issuer’s current business or contracts for future sales. Other factors may also be considered. 10. Other relevant factors may also be considered. 11. “significant interest” means at least 50% interest.
2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 38 39 LISTING REQUIREMENTS FOR MINING COMPANIES TSX TSX NON-EXEMPT EXPLORATION AND DEVELOPMENT STAGE TSX NON-EXEMPT PRODUCER TSX EXEMPT PROPERTY REQUIREMENTS Advanced Property detailed in a technical report prepared by an independent qualified person. Minimum 50% ownership of property.3 At least three years proven and probable reserves as calculated by an independent qualified person (if not in production, a production decision made). At least three years proven and probable reserves as estimated by an independent qualified person. RECOMMENDED WORK PROGRAM $750,000 on advanced exploration property2 as recommended in a technical report6 prepared by an independent qualified person. Bringing the mine into commercial production. Commercial level mining operations. WORKING CAPITAL AND FINANCIAL RESOURCES Minimum $2,000,000 working capital and appropriate capital structure. Sufficient funds to complete planned programme meeting G&A1 costs, property payments and capital expenditures for 18 months. Sufficient funds to bring the mine into commercial production; plus adequate working capital for all budgeted capital expenditures and to carry on the business. Appropriate capital structure. Adequate working capital to carry on the business. Appropriate capital structure. NET TANGIBLE ASSETS, EARNINGS OR REVENUE $3,000,000 net tangible assets. $4,000,000 net tangible assets; evidence indicating a reasonable likelihood of future profitability supported by a feasibility study or documented historical production and financial performance. $7,500,000 net tangible assets; pre-tax profitability from ongoing operations in last fiscal year; pre-tax cash flow of $700,000 in last fiscal year and average pre-tax cash flow of $500,000 for past two fiscal years. OTHER CRITERIA Management-prepared 18 month projection (by quarter) of sources and uses of funds detailing all expenditures and signed by CFO. Up-to-date, comprehensive technical report6 prepared by independent qualified person. MANAGEMENT AND BOARD OF DIRECTORS Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s mining projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary. DISTRIBUTION, MARKET CAPITALIZATION AND PUBLIC FLOAT Minimum 1,000,000 freely tradeable shares with market value of $4,000,000 held by at least 300 public holders, each with one board lot or more. SPONSORSHIP Required (may be waived if sufficient previous third party due diligence). Not required. The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual and the TSX Venture Exchange Corporate Finance Manual which are available at www.tsx.com 1. “G&A” means general and administrative expenses. 2. TSX will consider a property to be sufficiently advanced if continuity of mineralization is demonstrated in three dimensions at economically interesting grades. 3. A company must hold or have the right to earn and maintain a 50% interest in the property. Companies holding less than a 50% interest will be considered on a case-by-case basis looking at program size stage of advancement of the property and strategic alliances. 4. “Tier 1 property*” means a property that has substantial geological merit and is: a. a property in which the Issuer holds a material interest; b. a property on which previous exploration, including detailed surface geological, geophysical and/or geochemical surveying and at least an initial phase of drilling or other detailed sampling (such as trench or underground opening sampling), has been completed; c. a property that has, at a minimum, a current inferred mineral resource; and d. an independent geological report recommends a minimum $500,000 Phase 1 drilling (or other form of detailed sampling) program based on the merits of previous exploration results; or an independent, positive feasibility study demonstrates that the property is capable of generating positive cash flow from ongoing operations. * see guidance note at Policy 1.1 of the TSXV Corporate Finance Manual 5. “significant interest” means at least 50% interest. 6. “geological report” or “technical report”, in the case of a mining property, is a report prepared in accordance with National Instrument 43-101†–Standards of Disclosure for Mineral Projects or any successor instrument. †Mining Disclosure Standards National Instrument 43-101 is the Canadian Securities Administrators’ policy that governs the scientific and technical disclosure for mineral projects made by mineral exploration and mining companies, including the preparation of technical reports. The instrument covers oral statements as well as written documents and websites. NI 43-101 requires that all technical disclosure be prepared by or under the supervision of a “qualified person.” Issuers are required to make disclosure of reserves and resources using definitions approved by the Canadian Institute of Mining, Metallurgy and Petroleum. TSXV TSXV TIER 1 TSXV TIER 2 PROPERTY REQUIREMENTS Material interest in a Tier 1 property.4 Significant interest5 in a qualifying property or, at discretion of TSXV, a right to earn a significant interest5 in a qualifying property. Sufficient evidence of no less than $100,000 of exploration expenditures on the qualifying property in the past three years. RECOMMENDED WORK PROGRAM $500,000 on the Tier 1 property4 as recommended in a geological report.6 $100,000 of Approved Expenditures on the qualifying property within 36 months period preceding application of listing; $200,000 on the qualifying property as recommended in a geological report.6 WORKING CAPITAL AND FINANCIAL RESOURCES Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months following listing; $200,000 in unallocated funds. Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months following listing; $100,000 in unallocated funds. NET TANGIBLE ASSETS, EARNINGS OR REVENUE $2,000,000 net tangible assets. No requirement. OTHER CRITERIA A geological report6 recommending completion of work program. MANAGEMENT AND BOARD OF DIRECTORS Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s mining projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary. DISTRIBUTION, MARKET CAPITALIZATION AND PUBLIC FLOAT Public float of 1,000,000 shares; 250 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders. Public float of 500,000 shares; 200 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders. SPONSORSHIP Sponsor report may be required. NI 43-101 is available at: www.osc.gov.on.ca/en/15019.htmwww.tsx.com