2022 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 G U I D E T O L I S T I N G U . S . C O M PA N I E S
AT A GLANCE * Source: The World Federation of Exchanges, TSX/TSXV Market Intelligence Group and exchange websites. As of December 31, 2021. CANADA’S GLOBAL CAPITAL MARKETS UNPARALLELED ACCESS TO: INTEGRITY Global investors, companies, and capital market participants have experience with TSX and 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 can give your company access to the largest pool of investors and the greatest amount of liquidity. Our exchanges also have more registered traders to provide liquidity. CAPITAL LIQUIDITY GLOBAL OPPORTUNITIES EQUITY CAPITAL RAISED VALUE TRADED AMONG GLOBAL PEERS FOR NEW INTERNATIONAL LISTINGS* FINANCINGS $57B $2.5T #3 2,500+ GLOBAL LEADERSHIP
TABLE OF CONTENTS AT A GLANCE REALIZE YOUR VISION GO PUBLIC CANADA’S GLOBAL CAPITAL MARKETS OPPORTUNITIES FOR COMPANIES AT EVERY STAGE OF GROWTH BENEFITS OF THE CANADIAN MARKETS FOR U.S. COMPANIES GETTING READY TO LIST STEPS TO LISTING GRADUATION TO TORONTO STOCK EXCHANGE DUAL LISTING ACCESS TO U.S. INVESTORS LISTING REQUIREMENTS SUPPORTING YOUR GROWTH MARKET INTELLIGENCE GROUP (MIG) TSX TRUST THE LISTING EXPERIENCE DIRECTORY OF CONTACTS 2 4 6 8 9 10 12 20 25 26 27 30 36 40 40 41 42
4 | 2 0 2 2 G U I D E T O L I S T I N G REALIZE YOUR VISION Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV) are a unique funding and listing platform for U.S. companies looking to raise growth capital. Companies with early revenue, a strong management team, and a growth strategy to eventually list on a U.S. exchange should consider the Canadian capital markets as an alternative that may be the right fit. A GROWTH PLATFORM FOR U.S. COMPANIES • Home to 122 U.S. listed companies from diverse sectors. • A sophisticated, diversified marketplace that connects companies of all sizes and sectors to the growth capital they need. • A two-tiered capital formation ecosystem, offering traditional and non-traditional financing and liquidity solutions. • A gateway to North American capital, providing listed companies with access to Canadian, U.S. and international investors. FOR MORE INFORMATION Go to us.tsx.com to learn more and to contact your U.S. regional representative. As of December 31, 2021. U.S. COMPANIES LISTED ACROSS ALL SECTORS Technology 21% Mining 28% CPC 1% Consumer Products & Services 6% Clean Technology 6% Closed-End Funds/ ETFs/SPAC 1% Financial Services 4% Industrial Products & Services 6% Oil & Gas 6% Real Estate 5% Life Sciences 16% Communication & Media 1%
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GOING PUBLIC Going public is a major milestone for any company and is a decision requiring careful consideration and expert advice. This is especially true for U.S. companies considering a listing in Canada, as there are legal and tax implications that must be understood early in the planning process. Preparation is critical for a company to be successful in accessing the public markets and then positioning the company to build an investor base as a public company. Your TSX team will work closely with your company’s management to guide you through every stage of the listing process. We provide introductions to experienced cross-border experts and capital providers. The best advice is to be ready to go public, so when the market opportunity is open your company is ready to execute. 6 | 2 0 2 2 G U I D E T O L I S T I N G
2 0 2 2 G U I D E T O L I S T I N G | 7 ACCESS TO CAPI TAL AND FUTURE FINANCING OPPORTUNI T IES Going public can provide your company with financing opportunities to grow your business via 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, and as an alternative to private venture capital. FACILI TATE GROWTH 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 a taxefficient and cost-effective vehicle to finance M&A activities. This can also improve your ability to complete mergers and acquisitions in a more timely and cost-effective manner. INCREASE VISIBILI TY AND PREST IGE Going public enhances your company’s visibility. Greater public awareness gained through media coverage, publicly filed documents and coverage of your shares by investment analysts can provide your company with a higher profile and greater credibility. Ultimately, this can result in a more diversified group of investors following your company, which may increase demand for your company’s shares and potentially increase your company’s value. PROVIDE LIQUIDI TY FOR SHAREHOLDERS Becoming a public company establishes a market for your company’s shares, providing your investors with an efficient and regulated platform on 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 INCENT IVE MECHANISMS Your employees can participate in the ownership of your company and benefit from being shareholders. Stock options and employee share purchase programs are good mechanisms for compensating your employees without depleting cash reserves. This can serve to ensure stronger employee commitment to your company’s performance and success, and can be used as a recruitment incentive. BENEFITS OF GOING PUBLIC
8 | 2 0 2 2 G U I D E T O L I S T I N G CANADA’S GLOBAL CAPITAL MARKETS 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 serve as access points to the Canadian and U.S. markets 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 more than 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 debt-to-GDP ratio**, and has an established AAA credit rating from Standard and Poor’s. TSX and TSXV provide companies with access to equity capital and the benefits of being listed on a leading global exchange with integrity, liquidity and opportunity. 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 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. LEVERAGING CANADA’S ECONOMIC STRENGTH total number of listed issuers on TSX and TSXV 3,400+ 2020 2021 2019 2018 2017 $55 $41 $39 $57 $43 IPOs Private Placements Public Offerings EQUITY FINANCING ON TSX & TSXV ($ Billions) *World Economic Forum, Global Competitiveness Index. **United Nations Conference on Trade and Development (UNCTAD), 2021. ***Economist Intelligence Unit, December 2021.
2 0 2 2 G U I D E T O L I S T I N G | 9 A DIVERSE ISSUER BASE 1,170 MINING 518 DIVERSIFIED INDUSTRIES BREAKDOWN 31 Communications & Media 122 Consumer Products & Services 122 Financial Services 157 Industrial Products & Services 86 Real Estate 874 EXCHANGE TRADED FUNDS 495 INNOVATION BREAKDOWN 94 Clean Technology 162 Life Sciences 239 Technology 203 ENERGY BREAKDOWN 48 Energy Services 137 Oil & Gas 18 Utilities & Pipelines 159 CAPITAL POOL COMPANY 2 SPAC 78 CLOSED-END FUNDS MARKET CAP ($B) $2,317 $558 $584 $330 $31 $0.3 $0.2 $530 ISSUERS TSX and TSXV are world-class markets that provide access to financing for companies at various stages of growth. OPPORTUNITIES FOR COMPANIES AT EVERY STAGE OF GROWTH FINANCING GROWTH COMPANIES Project/Idea PUBLIC EQUITY PRIVATE CAPITAL CAPITAL REQUIRED STAGES OF COMPANY GROWTH R&D or Prototype Commercial Stage Stable Production Stage Operating History FOUNDERS ANGEL INVESTORS VENTURE CAPITALISTS PRIVATE EQUITY TORONTO STOCK EXCHANGE TSX VENTURE EXCHANGE As of December 31, 2021.
10 | 2 0 2 2 G U I D E T O L I S T I N G 2021 TSX TSXV TSX & TSXV Listed Issuers 1,749 1,702 3,451 Market Cap ($ Billions) 4,226 102 4,327 Median Quoted Market Value ($ Millions) 167 14 44 Average Quoted Market Value ($ Millions) 2,416 60 1,254 Total Equity Capital Raised ($ Billions) 46 11 57 Average Equity Capital Raised ($ Millions) 72 5.8 22 Going Public Activity* 213 236 449 Graduates from TSXV 36 - 36 MARKETS AT A GLANCE *Includes Initial Public Offerings, Capital Pool Company IPOs, Reverse Takeovers, Qualifying Transactions, Qualifying Acquisitions and others. As of December 31, 2021. BENEFITS OF THE CANADIAN MARKETS FOR U.S. COMPANIES U.S. growth companies determining their long-term funding strategy should consider all options including traditional venture capital, private equity, and the public markets. TSX and TSXV offer a unique alternative to private venture capital that may be the right path for your company.
2 0 2 2 G U I D E T O L I S T I N G | 11 *Source: TSX/TSXV Market Intelligence Group, World Federation of Exchanges and exchange websites. CANADA EMBRACES SMALL CAP PUBLIC COMPANIES • Companies can go public at an earlier stage than is typical in the U.S. markets and access “public venture capital”. • TSXV is a fully regulated junior market with listing and reporting standards that are tailored to early-stage companies. • TSXV is rules-based versus the disclosurebased regime of the U.S. over-the-counter (OTC) market, which may provide comfort to investors. • The timing and costs of listing on TSX and TSXV are typically lower than listing on a U.S. exchange. • TSX and TSXV provide several listing options that are ideal for small cap companies, from the traditional IPO to a reverse merger into an existing shell or a Capital Pool Company® (CPCTM). • Many companies have started their public market journey on TSXV and accessed growth capital and, when ready, have elected to expand their investor base by graduating to TSX and/or dual listing on a U.S. exchange. NO LONGER JUST A RESOURCE EXCHANGE • Built on a strong history of financing resource companies, TSX and TSXV now welcome a diverse list of companies. • 66%+ of listings (by market cap) are tech, cleantech, life sciences, and diversified industries on TSX and TSXV. • Innovation has been the #1 sector on TSX and TSXV for IPOs and new listings for the past five years. • $64 billion in equity capital was raised by the Innovation sector in the past 5 years. • 2021 was a record year for innovation financings and also saw the largest tech IPO on TSX to that date. TSXV: A UNIQUE PATH FOR U.S. COMPANIES Potential to maintain greater control than with private venture capital Use stock as currency for acquisitions and employee incentives Provide a path to liquidity for early investors and employees Opportunity to complete multiple rounds of capital on a market with a robust retail investor base Potential to delay Securities and Exchange Commission (SEC) registration in accordance with certain exemptions and status while complying with Canadian securities regulations Graduate to TSX which can lead to greater analyst coverage, institutional investor interest and overall exposure After a year on TSX or TSXV, potential to take advantage of the Multi-Jurisdiction Disclosure System (MJDS) and dual list onto a U.S. exchange through a streamlined and costeffective path
GETTING READY TO LIST Many U.S. companies have listed in Canada for various reasons and are thriving as they execute their business plans. Because of crossborder legal and tax implications, it is important for your management team to understand these factors and the listing process before going too far down this path. Begin the process of determining the viability with Canadian capital providers (your regional representative can make introductions) and meeting with Canadian and U.S. counsel to determine the best structure and any potential issues. Working with a Canadian investment banker, determine the size of raise and which exchange (TSX or TSXV) to list on. More on this in the “Steps to Listing” section. 12 | 2 0 2 2 G U I D E T O L I S T I N G
2 0 2 2 G U I D E T O L I S T I N G | 13 ARE YOU READY TO LIST? EXPERIENCE AND EXPERT ISE Does your management team and board have the experience and expertise for both your industry and the public markets? TAX OPT IMI ZAT ION Do you have a plan for tax optimization and planning at the personal, shareholder and company level? CORPORATE GOVERNANCE CONTROLS Has your company put in place the appropriate corporate governance controls for a public company? CAPI TAL INVESTMENT Has your management team and board of directors invested their capital in the company? REPORT ING AND CONTROLS Has your company developed the appropriate financial reporting and internal controls for a public company? FORECAST ING Does your business model allow your company to accurately forecast revenue? ATTRACT IVENESS Does your company have an attractive growth profile?
14 | 2 0 2 2 G U I D E T O L I S T I N G CONSIDERATIONS FOR U.S. COMPANIES TSX and TSXV offer U.S. companies various options for completing a successful listing. Depending on legal, tax, and business considerations, companies can select the route that is best suited for their size, goals, and timelines. It is important to understand these factors, as well as trading for your U.S. investors (see the “Access to U.S. Investors” section). This section seeks to provide a general overview of complex legal and tax matters related to a Canadian listing but is not intended to provide legal or tax advice. No legal, tax, or business decision should be based solely on this content. Please consult a legal and tax professional for more information. STRUCTURING CONSIDERATIONS One of the primary considerations and benefits for a U.S. company to list on TSX or TSXV is the potential to consider whether SEC registration is appropriate for you at this time. While U.S.- incorporated companies may choose to list directly on TSX or TSXV without changing their jurisdiction of incorporation, many decide to re-domicile in Canada or another non-U.S. jurisdiction prior to going public. The redomiciled company may qualify as a “Foreign Private Issuer” under the Rule 405 of the U.S. Securities Act of 1933, which provides certain exemptions and accommodations from the stricter reporting and compliance requirements applicable to U.S. domestic companies. The method chosen to list on TSX or TSXV can provide the company with a Canadian listed public entity. A qualifying transaction with a CPC or reverse merger with a listed shell company can result in your company being wholly owned by a Canadian company in order to achieve these objectives. While there are additional costs to a restructuring, it is important to weigh the pros of being an early-stage public company, including access to public venture capital, acquisition currency, and avoiding the control of private venture capital, with these additional costs.
2 0 2 2 G U I D E T O L I S T I N G | 15 FOREIGN PRIVATE ISSUER VS. U.S. DOMESTIC ISSUER While many U.S. companies list on TSX or TSXV and remain U.S. incorporated, a reverse takeover into a foreign jurisdiction and qualifying as a Foreign Private Issuer requires careful consideration and can result in: • favorable exemptions available to foreign issuers under U.S. securities laws • single jurisdiction financial reporting • streamlined access to the Canadian short form and base shelf prospectus system. For a company to qualify as a Foreign Private Issuer, it must be incorporated outside the U.S. and have 50% or more of its voting stock held by non-U.S. residents. Even if a majority of a company’s voting stock is held by U.S. residents, a company may still qualify as a Foreign Private Issuer so long as none of the following exist: • the business is principally administered in the U.S., • a majority of the issuer’s assets are in the U.S., or • a majority of the directors or executive officers are U.S. citizens or residents. Companies that do not qualify as Foreign Private Issuers are treated as U.S. Domestic Issuers by the SEC and must comply with all U.S. corporate governance requirements regardless of which exchange they are listed on. Determination of U.S. Domestic Issuer versus Foreign Private Issuer should be discussed with your legal counsel early in the planning process. U.S. TAX CONSIDERATIONS A company, whether a U.S. Domestic Issuer or a Foreign Private Issuer, can generally raise capital by issuing shares or other securities without adverse tax consequences. However, a U.S. Domestic Issuer that elects to proceed with a reverse takeover into a foreign jurisdiction to become a Foreign Private Issuer may subject itself and its shareholders to significant and adverse U.S. federal income tax consequences. Generally, the exchange of a U.S. corporation’s securities for securities of a foreign corporation will be a taxable transaction for U.S. taxpayers. Some of these adverse U.S. tax consequences may be avoided if the foreign corporation is treated as a U.S. corporation for U.S. federal income tax purposes. Such tax restructuring should be thoughtfully considered by the corporation and its tax advisors.
16 | 2 0 2 2 G U I D E T O L I S T I N G This Benefits Analysis chart compares some of the advantages and disadvantages of being a U.S. Domestic Issuer versus a Foreign Private Issuer (FPI). Discuss with your legal and tax counsel on how to qualify as an FPI and if it makes sense for your company. BENEFITS ANALYSIS
2 0 2 2 G U I D E T O L I S T I N G | 17 U.S. DOMESTIC ISSUER Advantages No Changes to Corporate Structure Required Fewer U.S. Tax Implications Related to Reorganization U.S. Law Applies to Corporate Matters Well Established Corporate/SEC Reporting U.S. Shareholder Familiarity with U.S. Corporations U.S. SEC Filings can serve as Basis for Canadian Reporting Ease of U.S. Listing Disadvantages Requires SEC Registration, Regulation A compliance or “.s” Restrictions on TSX No Exemptions from SEC Exchange Act Registration All Securities that are Unregistered Under the U.S. Securities Act or Unqualified under Regulation A are Subject to a One-Year Regulation S Distribution Compliance Period Cannot Rely on Exemptions and Accommodations for Foreign Private Issuers Sarbanes-Oxley Requirements for SEC Reporting Issuers FOREIGN PRIVATE ISSUER (FPI) Advantages FPI Exemptions for Issuance of Securities Outside the U.S. – Faster Market Access FPI Exemption from SEC Exchange Act Reporting Under 12g3-2(b) No Sarbanes-Oxley Requirements for Non-SEC Reporting Issuers Well Established Canadian Reporting Requirements FPI Exemptions for M&A Transactions Possible MJDS Availability for Canadian Corporations Efficient Access to the Canadian Short Form and Base Shelf Prospectus System Disadvantages Potential Tax Complications in Reorganizing to OffShore Jurisdiction Potential Securities Law Complications in Reorganizing to Off-Shore Jurisdiction May Require a Revised Capital Structure Designed to Maintain Foreign Issuer Status Reorganizing Requires Shareholder Approval Some Industries May Require Compliance with U.S. Export Controls and Regulation
18 | 2 0 2 2 G U I D E T O L I S T I N G LISTING CHECKLIST FOR U.S. COMPANIES REASON Does your company have a reason to be public and take advantage of the benefits of being a public company? Reasons to go public as a high growth company: Access to permanent capital with the ability to go back to the market for subsequent rounds Ability to facilitate growth by using public shares as acquisition currency versus direct cash offerings Diversify shareholder base and flatten cap table (public shareholders typically hold common versus preferred shares) Provide a path to liquidity for early investors and employees Create an incentive mechanism for employees Take advantage of an alternative to private venture capital with the potential to maintain greater control Increase visibility and prestige by being listed on a recognized stock exchange Reasons for a U.S. company to go public in Canada: An alternative path to a U.S. exchange, taking advantage of the Multi-Jurisdiction Disclosure System (MJDS) for streamlined dual listing Potential to delay SEC registration and reduce the cost of U.S. compliance while complying with Canadian securities regulations Access to pools of capital in Canada, the U.S. and globally Potential investor interest for new companies similar in size and/or sector to those already listed Directors & Officers (D&O) insurance can potentially be less expensive than for public companies in the U.S. Efficient access to the Canadian short form and base shelf prospectus system which could make it easier to access subsequent capital READY Is your company ready to go and be public? Do you have the required team and infrastructure in place? Management team is interested and ready to go public, including a CFO with public company experience A formal board of directors that understands its legal and fiduciary responsibilities as public company directors Audited financial statements are required Internal and financial controls, as well as a reporting infrastructure that complies with regulatory requirements An understanding of the time that senior management will need to spend on communicating with current and potential investors Comfortable with transparency, as the company’s financial information will become public to everyone, including competitors Understanding of share structure and evidence of value requirements for listing (discuss with legal counsel and/or Exchange staff) Going public team: Canadian securities lawyer with cross-border transaction experience U.S. securities lawyer Auditing firm with IFRS capabilities Lead Canadian investment banker Capital Pool Company or shell (if applicable) Canadian investor relations expertise
2 0 2 2 G U I D E T O L I S T I N G | 19 REQUIREMENTS Does your company meet the listing requirements of the Exchange (TSXV or TSX)? See the full listing requirements by sector in Section 7. FOR TSXV Company stage: if pre-revenue, have 12-24 months of working capital (can come from the capital raise) Audited financials: 2 years (IFRS compatible) Company history: adequate experience relevant to the business Public distribution: 200 public shareholders FOR TSX Company stage: $7.5M in net tangible assets OR minimum $10M in treasury OR two years of R&D expenditure capital Audited financials: 3 years (IFRS compatible) Company history: adequate experience relevant to the business as well as history of operations Public distribution: 300 public shareholders REALITY Is there investor interest for your type and size of company in current market conditions? Is going public in Canada realistic for your company? Investor interest: Can Canadian investment bankers get investor support for your type and size of company in current market conditions? Structure: Does becoming a public company regulated as a Canadian reporting issuer and subject to continuous disclosure requirements of Canadian securities law allow for cost savings compared to pursuing full registration with the SEC in the U.S.? Tax: What are the potential tax consequences for shareholders and the company? Valuation: Is it possible to get a reasonable and attractive valuation in current market conditions compared to private markets or U.S. public markets? Growth strategy: Does going public in Canada fit with your long-term growth strategy including, if applicable, to eventually list on a U.S. exchange?
20 | 2 0 2 2 G U I D E T O L I S T I N G LISTING ON TSX 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. Once you have determined that you are ready to go public, understood the best structure, and have spoken with Canadian capital providers on the viability of raising capital in Canada, the next steps to listing include determining which exchange (TSX or TSXV) to list on, the best method of listing, and selecting your going public team. LISTING ON TSXV 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. STEP 1 DETERMINE THE MARKET FOR YOUR BUSINESS
2 0 2 2 G U I D E T O L I S T I N G | 21 STEPS TO LISTING WHY LIST ON TSX? WHY LIST 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 smallcap companies. Access to investment banking support for financing and acquisitions as well as research to support the company’s investor base.
22 | 2 0 2 2 G U I D E T O L I S T I N G STEP 2 DETERMINE THE METHOD OF LISTING A FLEXIBLE APPROACH TSX and TSXV 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 cost-effective. Working with your advisors will help determine which listing method is right for your company in current market conditions. STRUCTURES FOR GOING PUBLIC Initial Public Offering (IPO) Reverse Takeover (RTO) Direct Listing Qualifying Transaction/Acquisition (QT/QA) TSX TSXV 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. INITIAL PUBLIC OFFERING QUALIFYING TRANSACTION / QUALIFYING ACQUISITION REVERSE TAKEOVER DIRECT LISTING An IPO requires the completion of an application for listing and the filing of a prospectus with the applicable Canadian securities regulator(s). 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. 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. 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. SPAC SPECIAL PURPOSE ACQUISITION COMPANY (SPAC) PROGRAM
2 0 2 2 G U I D E T O L I S T I N G | 23 A TWO-STEP ALTERNATIVE TO THE TRADITIONAL IPO | 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). FOR MORE INFORMATION To learn more about the modernization of the CPC Program please visit tsx.com/cpc CPC CAPITAL POOL COMPANY® (CPC) PROGRAM OUTLINING THE CPC PROCESS PRIVATE COMPANY Looking to raise capital and get liquidity for shareholders 5-10% of Resulting Issuer* 20+% of the Resulting Issuer* CPC Founders provide seed capital & create corporate vehicle; then IPO to provide public distribution CONCURRENT FINANCING TO ARMS LENGTH INVESTORS NEW PUBLIC COMPANY 60-70% of Resulting Issuer ownership is retained by private company shareholders, maintaining control * The percentages used are for illustration purposes. The terms of each transaction are negotiated between the CPC Founders and the Private Company. OVER 2,700 90 CPCs listed since program inception* former CPCs currently trade on TSX CPC SUCCESS STORY $11.6B $19.8B raised by former CPCs in the last five years on TSXV raised by former CPCs in the last five years on TSX 86% of CPCs have completed their QT, with 71 QTs in 2021 As of December 31, 2021. *CPC program was created in 1986.
24 | 2 0 2 2 G U I D E T O L I S T I N G STEP 3 SELECT YOUR TEAM OF ADVISORS AS A U.S. COMPANY LOOKING TO GO PUBLIC, YOU WILL NEED TO BUILD A TEAM OF CROSSBORDER EXPERT ADVISORS AND SEEK THE COUNSEL OF AN INVESTMENT DEALER, A CANADIAN AND U.S. SECURITIES LAW FIRM, AN AUDITOR FAMILIAR WITH IFRS, 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. It is critical to choose advisors that have experience in cross-border transactions, particularly for legal and tax considerations. When selecting an auditor, ensure they are familiar with International Financial Reporting Standards (IFRS), as this is a requirement for TSX and TSXV. A quality investor relations program is also critical to your company’s ability to access capital and liquidity, enhancing your company’s visibility, reputation and investor communications program. Our team can provide introductions to advisors who can help companies go public in Canada. INVESTMENT DEALER IFRS AUDITOR TRANSFER AGENT INVESTOR RELATIONS PROFESSIONAL CANADIAN AND U.S. SECURITIES LAW FIRM 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 YOUR COMPANY
GRADUATION TO TORONTO STOCK EXCHANGE A PATH TO GREATER OPPORTUNITY Graduating to TSX is a strategic opportunity for a company to increase its profile, liquidity and access to capital. BENEFITS Increased Access to Index Products Greater Visibility Access to Institutional Capital Enhanced Liquidity GRADUATION MADE EASY STREAMLINED PROCESS Your company’s TSXV files can be provided directly to TSX with your consent. 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. WAIVER OF SPONSORSHIP Sponsorship requirements can be waived in most cases. EXCHANGE SUPPORT A pre-file meeting with TSX staff to review process and timing can help to compress the timeline for a graduation. 730+ $252B 21% GRADUATES FROM TSXV TO TSX* in market capitalization of TSXV graduates of the S&P/TSX Composite Index† constituents are graduates of TSXV 2021 - A RECORD YEAR FOR GRADUAT IONS * From January 2000 to December 2021. † 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. 2 0 2 2 G U I D E T O L I S T I N G | 25 DUAL LIST ON A U.S. EXCHANGE LIST ON TSXV GRADUATE TO TSX
26 | 2 0 2 2 G U I D E T O L I S T I N G DUAL LIST ON A U.S. EXCHANGE LIST ON TSXV GRADUATE TO TSX DUAL LISTING FROM PUBLIC VENTURE CAPITAL TO DUAL LISTING Companies can dual list on TSXV or TSX and a U.S. market or exchange. A LONG-TERM GROWTH STRATEGY Many TSX and TSXV companies seek secondary listings on the U.S. over-the-counter (OTC) market or exchanges (e.g., NYSE, NASDAQ) to increase access to capital and liquidity. Companies that have been trading on TSX or TSXV for at least one year may take advantage of the Multi Jurisdiction Disclosure System (MJDS). Under the MJDS, the SEC accepts the filing documents submitted to a Canadian securities commission for TSX or TSXV requirements to be used for review to sell securities in the U.S. markets, with minor additions. This results in reduced costs and effort of filing in both Canada and the U.S. All companies must register with the SEC and satisfy the listing requirements of the U.S. OTC market or exchange. CURRENTLY ON A U.S. MARKET OR EXCHANGE U.S. companies that are currently trading on a U.S. exchange or OTC market can consider dual listing on TSX or TSXV. Regardless of your trading status and disclosure documents on NYSE, NASDAQ or the OTC, you must still meet the listing requirements of TSX or TSXV, but it can potentially be a streamlined process depending on the nature of your filings. If listing requirements are met and there are no capital requirements, your company can do a Direct Listing on to TSX or TSXV. Your regional business development representative can arrange a pre-filing call with Exchange staff to review your company’s eligibility for listing. BENEFITS OF DUAL LISTING Enhanced demand and profile Increased equity research analyst coverage Greater share liquidity Access to TSX and TSXV customer base Awareness and credibility to access Canadian customers Advantages for Canadian employees 239 65 Companies dual listed on TSX (202 with NASDAQ/NYSE) Companies dual listed on TSXV (23 with NASDAQ/NYSE) As at December 31, 2021.
ACCESS TO U.S. INVESTORS U.S. COMPANIES MAY BE WONDERING ABOUT THE OPPORTUNITY TO RAISE CAPITAL IN CANADA AND IF THERE ARE ANY RESTRICTIONS OR INHIBITORS TO FINANCINGS OR TRADING OF THEIR STOCK POST LISTING. HERE ARE SEVERAL POINTS TO CONSIDER. COMPANY FINANCINGS Certain investors in the U.S. may invest in TSX and TSXV listed companies. A company may offer and sell securities in the U.S. without SEC registration pursuant to available exemptions from the registration requirements under the U.S. Securities Act. The most common exemptions are to “Accredited Investors” and “Qualified Institutional Buyers”. Securities issued in the U.S. without registration or pursuant to an exemption are “restricted securities” and will bear a U.S. restrictive legend. Generally, there is no limitation on the amount that can be raised in the U.S. pursuant to such exemptions. 2 0 2 2 G U I D E T O L I S T I N G | 27
28 | 2 0 2 2 G U I D E T O L I S T I N G SECONDARY LISTING ON U.S. MARKETS TSX TRADING Many TSX and TSXV companies seek secondary listings on a U.S. exchange or OTC market to increase access to U.S. investors. These companies may satisfy the secondary market’s listing standards based in part on trading and pricing histories in Canada. Companies that are reporting issuers under the U.S. Exchange Act are eligible for listing on a U.S. exchange (e.g., NYSE, NASDAQ), subject to satisfying the listing requirements of the exchange. As a U.S. company contemplating a Canadian public offering, you should be aware of the trading opportunities and processes for your current and future U.S. shareholders. See frequently asked questions for U.S. citizens to trade TSX and TSXV stocks. Trading is also included in the Growth Accelerator mentorship program provided to all new TSX and TSXV issuers. See the section on Company Services for more information. If you decide to become a Foreign Private Issuer to avoid SEC registration, here are a few points to consider. A holder of restricted securities of a Foreign Private Issuer may resell the securities on TSX or TSXV pursuant to exclusions available under Regulation S or after one year under Rule 144 of the U.S. Securities Act. If the company is a Foreign Private Issuer, restricted securities may generally be resold through the facilities of TSX or TSXV under Regulation S, subject only to applicable Canadian hold periods and resale restrictions. Many major U.S. broker dealers can facilitate trading through the facilities of TSX and TSXV, subject to U.S. securities laws. ACCESS TMX MONEY For free information on TSX and TSXV stock please visit money.tmx.com
2 0 2 2 G U I D E T O L I S T I N G | 29 FREQUENTLY ASKED QUESTIONS Can a U.S. citizen buy stocks listed on Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV)? Yes. I bought shares (or I am considering buying shares) of a TSX or TSXV company through a Private Placement; how do I get these shares deposited and tradable in my U.S. brokerage account? If your U.S. broker informs you that they cannot deposit these shares, contact the Head of Capital Development at TSX or one of these firms directly that specializes in trading TSX/TSXV securities: Haywood Securities Canaccord Genuity As a U.S. investor, how do I trade stocks listed on TSX or TSXV? i. Trade through these U.S. online brokerages: Interactive Brokers, Fidelity (International Platform), Schwab. These platforms allow U.S. retail investors to trade nearly all TSX- and TSXV-listed issuers. For Interactive Brokers and Fidelity’s International Platform, investors will be able to access full quotes for TSX and TSXV symbols, quoted in Canadian dollars. On Schwab’s platform, investors will need to use the stock’s OTC ticker to trade it. Schwab investors will only be able to execute their trades in USD. ii. Call your broker. Not all U.S. brokerage firms offer access to every stock trading on TSX or TSXV. Some brokerages offer trading access, but limited quote information. Call your broker to find out if they provide full quotes and direct trading for the stock you wish to trade. If your broker does not offer trading for that stock, then you may consider contacting one of the online brokerage firms listed above. I can’t view a particular TSX or TSXV stock on my online trading platform. How do I access information about the stock? Call your broker to see if they can provide you with access to information. If you are looking to trade the stock, they may be able to assist you with the trade on their platform or process the order for you over the phone (check with your broker to see if additional fees apply). Otherwise, you may consider contacting one of the online brokerage firms under FAQ 2(i) above. 1 3 2 4 TRADING FAQ 1 800 663-9499 1 800 382-9280
30 | 2 0 2 2 G U I D E T O L I S T I N G 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 ongoing operations of at least $300,000 before tax and extraordinary items in the last fiscal year. CASH FLOW Evidence of pretax 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. INDUSTRIAL, TECHNOLOGY AND RESEARCH & DEVELOPMENT COMPANIES LISTING REQUIREMENTS 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
2 0 2 2 G U I D E T O L I S T I N G | 31 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, twoyear 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, twoyear 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. ➁ 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. ➂ Under certain circumstances, deferred development charges or other intangible assets can be included in net tangible asset calculations. ➃ 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. ➄ “G&A” means general and administration expenses. ➅ 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 25parties or other contingent cash receipts. R&D issuers should exclude cash flows from future revenues. ➆ E xceptional circumstances may justify granting of a listing, notwithstanding minimum requirements – generally an affiliation with established business and/or exceptionally strong financial position is required. ➇ ➆, as well as for granting Exempt status. Special purpose issuers are generally considered on an exceptional basis. ➈ “ 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 O ther relevant factors may also be considered. ⑪ “ significant interest” means at least 50% interest..
32 | 2 0 2 2 G U I D E T O L I S T I N G MINING COMPANIES LISTING REQUIREMENTS 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 TSX TSX NON-EXEMPT EXPLORATION AND DEVELOPMENT STAGE TSX NON-EXEMPT PRODUCER TSX EXEMPT PROPERTY REQUIREMENTS Advanced Property detailed in 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.www.tsx.com