U.S. Companies - 2023 Guide to Listing

2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 22 23 STEP 2 DETERMINE THE METHOD OF LISTING OUTLINING THE CPC PROCESS CPC CONCURRENT FINANCING TO ARMS LENGTH INVESTORS 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. 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 CPC APITAL 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