14 QUESTION Answer How is a market maker chosen for my securities? TSX posts information about each conditionally approved issuer and invites individual Market Makers to apply for the security assignment. TSX’s internal allocation committee selects the most appropriate Market Maker based on the Market Maker’s performance rating, proposed service levels, experience, current responsibilities and capitalization. Applicants may also select a Market Maker if they choose. Through the TSXV LiquidityPro program, TSXV companies can select from a pool of pre-qualified LiquidityPro Providers, each of whom submits a bid across a standardized set of market making metrics along with their related monthly fee. This process helps companies select a market maker specific to their individual needs while also establishing clear expectations around the service level to be delivered. Who is my contact at TSX and TSXV? Once you have submitted a formal application, a Listings Manager serves as your advisor and primary contact throughout the listing process. Do TSX or TSXV require listed companies to file material news? Yes. TSX and TSXV have requirements relating to timely disclosure of material information which includes any information about the business that would reasonably be expected to result in a significant change in the market price or value of the listed securities. Companies are required to file material news with a recognized newswire service and on SEDAR. Do TSX or TSXV require a dual-listed company to appoint a co-transfer agent in Canada? Yes. Co-transfer agents must be appointed in Canada to facilitate the movement of securities between each country’s clearing and settlement services. Transfer agents link the clearing and settlement houses between the home market and CDS in Canada. The transfer agent can also assist with providing generic share certificates and mailing proxy material. Do TSX or TSXV require companies to list exchangeable or depository receipts for non-Canadian companies? No. Companies can list their underlying shares directly on TSX or TSXV (i. e. Ordinary / Common shares). However TSX and TSXV can accommodate the listing of exchangeable shares and depository receipts. Are there shareholders’ meeting and directors’ election requirements? Yes. TSXV requires that issuers hold ameeting within fifteen (15) months from its last meeting and TSX requires that issuers hold ameeting within six (6) month of the end of its fiscal year. TSX and TSXV require that shareholders elect directors annually and that each director be elected individually. TSX requires that each director be elected by amajority (50%+1 vote) of the votes cast with respect to his or her election (other than at contestedmeetings) and that issuers adopt amajority voting policy providing for, among other provisions, the resignation of the director who did not obtain amajority of the votes and acceptance by the board of such resignation, absent exceptional circumstances. TSX-listed issuersmay be exempted from the directors election requirements if it qualifies as an Eligible International Interlisted Issuer. What are the original listing fees and annual sustaining fees? The original listing fees and annual sustaining fees are based on the company’s market capitalization at the time of listing. The chart below shows the current Original Listing Fee for a variety of market caps. For TSX, the minimum listing fee is $7,500 plus a variable fee based on the Listing Capitalization and the maximum is $150,000. For TSXV, the minimum listing fee is $10,000 and the maximum is $40,000. How is rule compliance monitored? The system is generally based on issuer compliance with the rules. TSX and TSXV may from time to time seek to evaluate whether issuers continue to meet the continued listing requirements. Otherwise, they regulate primarily through approval of events for which they require notice and, in some cases, approval. Listed companies may also be subject to review by securities regulators, such as, continuous disclosure reviews. Such reviews may look at broad compliance or specific issues.
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