U.S. Companies - 2023 Guide to Listing

2023 GUIDE TO LISTING 2023 GUIDE TO LISTING 26 27 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. 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 234 75 Companies dual listed on TSX (196 with NASDAQ/NYSE) Companies dual listed on TSXV (28 with NASDAQ/NYSE) As at December 31, 2021.