TORONTO STOCK EXCHANGE 5 Part I – Definitions Overview of OLR-specific concepts including appropriate capital structure, market capitalization, run rate calculation and working capital. (i) Appropriate Capital Structure “Appropriate capital structure”, as referred to in Sections 309 and 314, may be satisfied by demonstrating either: • positive working capital (calculated as excess of current assets over current liabilities in the most recent unaudited interim and audited annual periods); or • alternate evidence of liquidity, which may include (i) undrawn capacity on existing credit facilities sufficient to cover current deficit and/or (ii) other firm funding commitments. Evidence of liquidity will be assessed holistically. Considerations will include both evidence of incoming revenue and expected cash outflows (e.g., debt maturities subsequent to the balance sheet date, other cash payment obligations, unsustainable debt levels, etc.). (ii) Market Capitalization While “market capitalization” and “market price” are both defined at Part I of the Manual, in the context of original listing applications, market capitalization is calculated specifically as follows (as per footnote 5 to Section 309(a)(iii)): • For initial public offerings (“IPOs”): the offering price multiplied by the total number of outstanding equity securities being listed (including those issued pursuant to the IPO); • For direct listings from other stock exchanges, including graduations from TSX Venture Exchange: the 20-day average closing price of the equity securities on such stock exchange on which such securities are listed and posted for trading and on which the greatest volume of trading occurs, multiplied by the total number of equity securities outstanding, calculated as at the date on which TSX conditional listing approval is granted; • For spin-offs of a publicly listed issuer: the appropriate proportion of the pre spin-off market capitalization of the parent issuer; and • For other instances: the aggregate value of the listed equity securities as set out in a formal valuation prepared in accordance with Multilateral Instrument 61‐101 Protection of Minority Security Holders in Special Transactions.
RkJQdWJsaXNoZXIy MjgzMzQ=