11 QUESTION Answer Are there requirements for the composition of the board and management? TSX and TSXV require: • The Board to have public market experience including capital markets and relevant industry experience for the sector. • Minimum of 2 independent directors • Designated CEO, CFO and Corporate Secretary Are listed companies required to have Canadian-based directors or management? Directors and management do not need to be Canadian residents. Public company experience in the Canadian or North American markets is strongly preferred. Is a Canadian office required? A Canadian operating office or headquarters are not required, however TSXV requires an address for services within Canada. A Canadian presence in the form of an Investor Relations contact and/or an officer or director based in Canada is encouraged. A listed company should have a designated individual in Canada who can answer North American shareholder, analyst and regulatory queries. What is the TSX legal opinion required for and can my local counsel provide it? The legal opinion is to confirm that the applicant is a legal entity, and that the securities being listed have been legally created and will be validly issued as fully paid and non-assessable. The letter is required for all TSX applicants. Counsel in the jurisdiction of the applicant can provide the opinion. TSXV may require corporate and title opinions. Will I be required to have an audit committee on TSX or TSXV? Yes. Both exchanges require an audit committee as defined under NI Instrument 52-110 unless exempted under NI 71-102 as described below. An audit committee is comprised of at least three members and for TSX issuers, all members must be independent as defined under National Instrument 52-110. TSXV issuers are exempt from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110. However, TSXV has add-on requirements related to the majority of members who must not be employees, control persons or officers of the issuer or any of its Associates / Affiliates, and the issuer must disclose whether the members are independent. Do TSX or TSXV require escrow for dual-listed companies? TSX’s Escrow Policy applies to issuers not otherwise subject to National Policy 46-201. TSX’s Escrow Policy does not apply to issuers that have conducted their “going public transaction” in markets outside of Canada more than 12 months preceding the date of the TSX listing application, to “exempt” issuers or to issuers that have a market capitalization of more than $100 million. TSXV will generally require issuers to be subject to National Policy 46-201, which results in the issuer being in a similar position to an IPO transaction.
RkJQdWJsaXNoZXIy MjgzMzQ=