GUIDE TO LISTING TORONTO STOCK EXCHANGE | TSX VENTURE EXCHANGE 2022
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TORONTO STOCK EXCHANGE | TSX VENTURE EXCHANGE
GUIDE TO LISTING
2022
AT A GLANCE UNPARALLELED ACCESS TO:
CANADA’S CAPITAL
GLOBAL $57B 2,500+
CAPITAL
EQUITY CAPITAL FINANCINGS
RAISED
MARKETS LIQUIDITY
$2.5T
VALUE TRADED
GLOBAL OPPORTUNITIES
#3
AMONG GLOBAL PEERS FOR NEW
INTERNATIONAL LISTINGS*
* Source: The World Federation of Exchanges, TSX/TSXV Market
Intelligence Group and exchange websites. As of December 31, 2021.
GLOBAL
LEADERSHIP
INTEGRITY ACCESS TO CAPITAL THE BEST CANADIAN
MARKET INFRASTRUCTURE
Global investors, In addition to institutional
companies, and capital and retail investors, TSX and TSXV are the only
market participants passive investors are Canadian exchanges that trade
have experience with a growing part of the on all Canadian markets and
TSX and TSXV. We marketplace. TSX issuers have access to the widest
operate a rules-based have access to all of global quote distribution. This
marketplace with a Canada’s leading indexes. can give your company access
history of integrity that Each year we extend the to the largest pool of investors
provides your company products and asset base, and the greatest amount of
a base to grow and tracking our issuers so you liquidity. Our exchanges also
extend its retail and can position your company have more registered traders
global investor base. with the industry leaders. to provide liquidity.
TABLE OF
2 AT A GLANCE
CONTENTS
4 REALIZE YOUR VISION
6 GO PUBLIC
8 CANADA’S GLOBAL CAPITAL MARKETS
9 OPPORTUNITIES FOR COMPANIES AT EVERY
STAGE OF GROWTH
11 OPPORTUNITIES FOR INTERNATIONAL AND
U.S. COMPANIES
12 STEPS TO LISTING
17 GRADUATION TO TORONTO STOCK EXCHANGE
18 SUPPORTING YOUR GROWTH
S
E
22 DIVERSIFIED INDUSTRIES
C 26 INNOVATION
T
O 28 MINING
R
S 30 ENERGY
32 LISTING REQUIREMENTS
38 MARKET INTELLIGENCE GROUP (MIG)
38 TSX TRUST
39 THE LISTING EXPERIENCE
40 DIRECTORY OF CONTACTS
4 | 2022 GUIDE TO LISTING
REALIZE YOUR
VISION
A C C E S S C A P I TA L A N D F U T U R E FAC I L I TAT E G RO W T H
F I N A N C I N G O P P O RT U N I T I E S
As a public company, your shares can be used
Going public can provide your company with as a currency substitute to acquire target
financing opportunities to grow your business companies, instead of a direct cash offering.
through expansion of operations, hiring or Using shares for an acquisition can be a tax-
acquisitions. The issuance of public shares can efficient and cost-effective vehicle to finance
also expand and diversify your investor base by such a transaction. This can also improve your
giving you access to pools of capital in Canada, ability to complete mergers and acquisitions in
the U.S. and globally. a more timely and cost-effective manner.
INCREASE VISIBILITY P ROV I D E L I Q U I D I T Y FO R
SHAREHOLDERS
Going public enhances your company’s visibility.
Greater public awareness gained through Becoming a public company establishes a
media coverage, publicly filed documents and market for your company’s shares, providing
coverage of your shares by sector investment your investors with an efficient and regulated
analysts can heighten the profile and credibility vehicle in which to trade their shares. Greater
of your company. Ultimately, this can attract liquidity in the public market can often lead to
attention from a more diversified group of better valuation than would be achieved as a
investors. private company.
C R E AT E E M P LOY E E I N C E N T I V E S
Your employees can participate in the
ownership of your company and benefit
from being shareholders. Stock options and
employee share purchase programs are a
way of compensating your employees without
depleting cash reserves. Share ownership
offers retention and recruitment incentives.
2022 GUIDE TO LISTING | 5
6 | 2022 GUIDE TO LISTING
GO PUBLIC
Going public is a major milestone for any company. Our team
will work closely with your company’s management and expert
advisors to guide you through every stage of the listing process.
2022 GUIDE TO LISTING | 7
ARE YOU
Does your management team and board have the
experience and expertise for both your industry and the
READY
public markets?
TO LIST? Do you have a plan for tax optimization and planning at
personal, shareholder and company level?
Has your company put in place the appropriate corporate
governance controls for a public company?
Has your management team and board of directors
invested their capital in the company?
Has your company developed the appropriate financial
reporting and internal controls for a public company?
Does your company have an attractive growth profile?
Does your business model allow your company to
accurately forecast revenue?
8 | 2022 GUIDE TO LISTING
CANADA’S GLOBAL
CAPITAL MARKETS
Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV) provide companies with access
to equity capital and the benefits of being listed on a leading global exchange with integrity,
liquidity and opportunity.
GATEWAY TO NORTH AMERICAN CAPITAL TOP-RATED BANKING SYSTEM
Companies listed on TSX and TSXV have access Canada’s banking system has been ranked
to North American capital markets, one of as one of the soundest in the world for over
the world’s largest capital pools. With a wide a decade by the World Economic Forum.*
investor base providing liquidity, our Exchanges Canada’s banks are also well managed, well
serve as access points to the Canadian and U.S. regulated and well capitalized. A strong and
markets for companies seeking growth and stable banking system is at the heart of the
expansion capital. 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.
LEVERAGING CANADA’S ECONOMIC STRENGTH
3,400+
TSX and TSXV’s significance as world-class total number of
equities markets is reflected in the broader listed issuers on
strength of the Canadian economy. According TSX and TSXV
to the Economist Intelligence Unit, Canada is
EQUITY FINANCING ON TSX & TSXV
the best country in the G20 for doing business ($ Billions)
(2022-2026).***
$55 $41 $39 $43 $57
Canada’s economy is broadly diversified with
key strengths in manufacturing, financial
services and technology. This, coupled with
Canada’s diverse natural resources base
including oil and gas, coal, nickel, copper,
zinc, uranium and diamonds, makes Canada a
viable destination to raise capital and leverage
2017 2018 2019 2020 2021
Canadian financial expertise.
IPOs Private Placements Public Offerings
*World Economic Forum, Global Competitiveness Index. **United Nations Conference on Trade and Development (UNCTAD), 2021. ***Economist Intelligence Unit, December 2021.
2022 GUIDE TO LISTING | 9
A DIVERSE ISSUER BASE
MARKET CAP ($B)
$2,317 $558 $530 $584 $330 $31 $0.3 $0.2
ISSUERS
518 1,170 495 203 874 159
DIVERSIFIED INDUSTRIES MINING INNOVATION ENERGY EXCHANGE TRADED FUNDS CAPITAL POOL
COMPANY
BREAKDOWN BREAKDOWN BREAKDOWN
31 Communications & Media 94 Clean 48 Energy
122 Consumer Products & Services Technology Services
2
122 Financial Services 162 Life Sciences 137 Oil & Gas SPAC
157 Industrial Products & Services 239 Technology 18 Utilities &
86 Real Estate
Pipelines 78
CLOSED-END FUNDS
OPPORTUNITIES FOR COMPANIES AT
EVERY STAGE OF GROWTH
TSX and TSXV are world-class markets that provide access to financing for companies at various
stages of growth.
FINANCING GROWTH COMPANIES
PUBLIC EQUITY
CAPITAL REQUIRED
TORONTO STOCK EXCHANGE
TSX VENTURE EXCHANGE
PRIVATE CAPITAL
FOUNDERS
ANGEL INVESTORS
VENTURE CAPITALISTS
PRIVATE EQUITY
Stable
Project/Idea R&D or Prototype Commercial Stage Production Stage Operating History
STAGES OF COMPANY GROWTH
10 | 2022 GUIDE TO LISTING
2021
MARKETS AT A GLANCE
TSX TSXV TSX & TSXV
Listed Issuers 1,749 1,702 3,451
Market Cap ($ 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
*Includes Initial Public Offerings, Capital Pool Company IPOs, Reverse Takeovers, Qualifying Transactions, Qualifying Acquisitions and others. As of December 31, 2021.2022 GUIDE TO LISTING | 11
OPPORTUNITIES FOR INTERNATIONAL
AND U.S. COMPANIES
GATEWAY TO NORTH AMERICAN INSTITUTIONAL CAPITAL
With limited options in the international market for mid-market companies seeking growth capital,
as well as the increasing costs of regulatory compliance, more and more international companies
are using a listing on TSX or TSXV as a platform in order to reach Canadian and U.S. investors who
can trade directly in Canada. TSX and TSXV are uniquely positioned in North America and a significant
part of the daily flow of trading comes from U.S.-based investors.
U.S. COMPANIES LISTED ACROSS ALL SECTORS
Mining Industrial Products & Services
28% 6%
Consumer Products & Services
Technology
6%
Ranked #3
21% Clean Technology
6%
Life Sciences Oil & Gas
16% 6%
Financial Services
among global peers for new
4% international listings*
Real Estate
5%
49
Communication CPC Closed-End Funds/
& Media
1% ETFs/SPAC
1% 1%
INTERNATIONAL LISTINGS BY COUNTRY/REGION
new international companies
listed in 2021
U.S. Asia
49% 10%
250
Australia /NZ/PNG
9%
Latin America
7%
Israel
international and U.S.
6% companies are listed on TSX
Other and TSXV
UK/Europe
13% 5%
Africa
2% *Source: The World Federation of Exchanges, TSX/TSXV Market Intelligence
Group and exchange websites. As of December 31, 2021.12 | 2022 GUIDE TO LISTING STEP 1 DETERMINE THE MARKET FOR YOUR BUSINESS 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. 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.
2022 GUIDE TO LISTING | 13
WHY LIST ON TSX? WHY LIST ON TSXV?
Market for established businesses and Access to capital for early-stage
management teams with experience in companies and smaller financings
public markets. (typical financing range: $2 million to
$20 million).
Access to international institutional
investors. Extensive mentorship program for
newly public companies.
Globally visible indices utilized by
investors. Streamlined graduation to TSX.
Corporate governance appropriate for Tailored listing and corporate
established issuers. governance requirements for small-
cap companies.
170-year history.
Access to investment banking support
Respected, leading global exchange. for financing and acquisitions as well
as research to support the company’s
investor base.
STEPS TO
LISTING14 | 2022 GUIDE TO LISTING
STEP 2
DETERMINE THE METHOD
OF LISTING
A FLEXIBLE APPROACH
Toronto Stock Exchange and TSX Venture Exchange 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
An IPO requires the completion of an
Initial Public Offering (IPO) application for listing and the filing of a
prospectus with the applicable Canadian
Reverse Takeover (RTO)
TSX securities regulator(s).
Qualifying Transaction/Acquisition REVERSE TAKEOVER
(QT/QA) TSXV
We have a long history of listing companies
Direct Listing through reverse takeover transactions. A
reverse merger allows a private company to
SPAC
vend into a TSX- or TSXV-listed company or
shell.
SPECIAL PURPOSE ACQUISITION COMPANY (SPAC) PROGRAM QUALIFYING TRANSACTION /
QUALIFYING ACQUISITION
The SPAC program offers an alternative vehicle
CPCs or SPACs are companies listed with
for listing on TSX. Unlike a traditional IPO, the
cash on their balance sheets. They are
SPAC program enables seasoned directors and
designed as a pathway to take companies
officers to form a corporation that contains no
public in an efficient way.
commercial operations or assets other than
cash. The SPAC is then listed on TSX via an DIRECT LISTING
IPO, raising a minimum of $30 million. 90%
If your company is currently listed on another
of the funds raised are placed in escrow, and
exchange or if it meets listings criteria you
must then be used toward the acquisition of an
may qualify for a direct listing on TSX or
operating company or assets within 36 months
TSXV. It is an efficient mechanism to access
of listing, defined as a Qualifying Acquisition.
a broader pool of investors and to leverage
your listing in another market.2022 GUIDE TO LISTING | 15
CPC
CAPITAL POOL COMPANY® (CPC) PROGRAM
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).
OUTLINING THE CPC PROCESS
CPC
Founders provide seed capital & create corporate vehicle;
then IPO to provide public distribution
5-10% of
Resulting Issuer*
NEW
PUBLIC
PRIVATE COMPANY COMPANY
Looking to raise
60-70% of Resulting Issuer
capital and get ownership is retained by
liquidity for private company shareholders,
shareholders maintaining control
20+% of the
Resulting Issuer*
* The percentages used are for illustration purposes.
CONCURRENT FINANCING The terms of each transaction are negotiated between
TO ARMS LENGTH INVESTORS the CPC Founders and the Private Company.
CPC OVER 2,700 90
SUCCESS CPCs listed since former CPCs currently
program inception* trade on TSX
STORY
FOR MORE INFORMATION
86% $11.6B $19.8B To learn more about the
of CPCs have raised by former raised by former modernization of the
completed their QT, CPCs in the last five CPCs in the last five CPC Program please visit
with 71 QTs in 2021 years on TSXV years on TSX tsx.com/cpc
As of December 31, 2021. *CPC program was created in 1986.16 | 2022 GUIDE TO LISTING
STEP 3
SELECT YOUR TEAM
OF ADVISORS
EXPERT ADVICE
AS A COMPANY LOOKING TO GO PUBLIC, YOU WILL NEED TO BUILD A TEAM OF EXPERT
ADVISORS AND SEEK THE COUNSEL OF AN INVESTMENT DEALER, A SECURITIES LAW FIRM, AN
AUDITOR, 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. A quality investor relations program is critical to your company’s ability to access
capital and liquidity, enhancing your company’s visibility, reputation and investor communications
program. The Business Development team at TSX and TSXV can provide introductions to advisors
who can help companies go public.
YOUR
COMPANY
YOUR TEAM OF ADVISORS INVESTOR RELATIONS
INVESTMENT DEALER
International companies PROFESSIONAL
will need to seek advisors
with experience in the
Canadian marketplace. In SECURITIES LAW FIRM TRANSFER AGENT
Canada, regulatory and legal
obligations are applicable
at both the federal and AUDITOR
provincial levels.2022 GUIDE TO LISTING | 17
GRADUATION TO 730+
TORONTO STOCK
GRADUATES FROM TSXV TO TSX*
R E C O R D Y E A R FO R G R A D U AT I O N S
EXCHANGE $252B
A PATH TO GREATER OPPORTUNITY in market capitalization of TSXV
graduates
Graduating to TSX is a strategic opportunity for
a company to increase its profile, liquidity and
access to capital.
21%
of the S&P/TSX Composite Index†
constituents are graduates of TSXV
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.
* From January 2000 to December 2021.
†T he S&P/TSX Composite Index (the “Index”) is the product of S&P Dow Jones
EXCHANGE SUPPORT
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
A pre-file meeting with TSX staff to review 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
process and timing can help to compress the 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
timeline for a graduation.
have any liability for any errors, omissions or interruptions of the Index or any data
related thereto.18 | 2022 GUIDE TO LISTING
SUPPORTING
YOUR GROWTH
GROWTH SESSIONS
ACCELERATOR
GOVERNANCE
EDUCATION PROGRAM Principles of Good Governance
Complimentary one-on-one education and Building an Effective Board
mentorship program, to support company DISCLOSURE
growth and success.
TMX Disclosure Requirements
IIROC’s Role Regarding Disclosure
HOW IT WORKS
INVESTOR RELATIONS
❶ Company executives select the sessions of Top Ten Best Practices in IR
interest.
❷ We arrange a time and place for each one- Conducting a Successful AGM
on-one session. Tracking, Targeting & Surveillance
❸ Each session is designed to take about an
hour. Board Reports
FOLLOW-ON TRANSACTIONS
Post Listing Transactions
Declaring Dividends
TSX COMPANY SERVICES I nitiating a Normal Course Issuer
Bid
As you become a publicly listed company,
TRADING
you will be assigned to a dedicated
Regional Head of Company Services Trading Basics
who will introduce you to our broad suite
Understanding Your Trading
of services available to your company.
Contact issuer.services@tmx.com to Role of Your Market Maker
learn more.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
ESG Disclosure2022 GUIDE TO LISTING | 19 PROFILING OUR ISSUERS TSX30™ is a ranking of the top 30 performers on Toronto Stock Exchange over a three-year period. As our flagship program, it offers unique insight into important market trends, and shines a light on compelling companies driving progress across industries and around the world. TSX Venture 50™ is a ranking of top performers on TSX Venture Exchange over the last year. The ranking is composed of 10 companies from each of 5 industry sectors, selected based on 3 equally weighted criteria: share price, trading, and market capitalization. TSX and TSXV host regular Investor Days throughout North America and Europe, spotlighting public and private companies from across sectors and connecting them with the capital they seek. Companies have an opportunity to get in front of potential investors to pitch their ideas, and investors get an inside look at the latest and greatest businesses.
20 | 2022 GUIDE TO LISTING
HOW WE’RE
INNOVATING
TMX DEALLINX
TMX dealLINX is an automated private placement platform that simplifies the management
of capital raising for public and private companies. The tool helps you track your deals in real
time, control expenses and manage key processes -- from distribution and collaboration, to
compliance, to payments and deal completion.
Visit tsxtrust.com/deallinx to learn more.
OFFERS
Automated Workflows and Know Your Client (KYC) Reviews
Manage Subscriptions
Standardize Compliance
Enhanced Security
Real-time Activity Dashboards
Integrated Payment Processing
With less time spent on process and more
on investor satisfaction, TMX dealLINX helps
companies take control of their funding and
accelerate growth ambitions.2022 GUIDE TO LISTING | 21 TSX TRUST VIRTUAL MEETING ENGAGE YOUR SHAREHOLDERS FROM ANYWHERE TSX Trust Virtual Meetings platform combines the benefits of remote access with the dynamic interactions expected at in-person meetings. This helps your company deliver a cost-effective and seamless virtual meeting experience. We go beyond video conferencing to offer flexible meeting formats, creating an engaging experience for your shareholders to easily interact with management and the board of directors as well as vote on resolutions. TMX LINX ONE-STOP EXCHANGE FILING PORTAL TMX LINX is a new centralized portal for issuers listed on Toronto Stock Exchange and TSX Venture Exchange (“the Exchange”) and other stakeholders to interact with the Exchange in an easy-to-navigate, secure and efficient manner. It is the single point of access for Exchange-listed issuers and their advisors to file submissions and correspond with the Exchange while having full transparency into the progress of their transactions from start to finish. FEATURES File and manage submissions online Manage users and maintain full control over roles and permissions Securely upload, share and receive important documents Communicate directly with the Exchange through the portal Make payments online
22 | 2022 GUIDE TO LISTING
DIVERSIFIED
INDUSTRIES
TSX and TSXV provide access to equity
capital that is essential for growth-oriented
companies from all around the world.
518 companies with a total market
capitalization of $2.3 trillion
KEY BENEFITS
❶ ACCESS TO CAPITAL ❹ TAILORED LISTING
In 2021, Diversified Industries CRITERIA
companies raised $18.4 billion Listing requirements are
of equity capital on TSX and tailored to companies at
TSXV. varying stages of growth.
❷ LIQUIDITY & TRADING ❺ GLOBAL VISIBILITY
Diversified Industries Diversified Industries
companies in Canada companies listed on TSX
continue to attract domestic and TSXV are covered by an
and international investors. average of 5 analysts and it is
In 2021, 35 billion shares estimated that approximately
of Diversified Industries 40% of all trading on TSX and
companies traded on our TSXV originates outside of
Exchanges. Canada.
❸ GROWTH SUPPORT
TSXV-listed companies have
the potential to graduate to
TSX as they grow and mature.2022 GUIDE TO LISTING | 23
REAL FINANCIAL
ESTATE SERVICES
TSXV has proven to be the ideal listing platform Our IPO on the TSX marks the transformation
for Starlight’s U.S. Residential Fund and U.S. of one of Canada’s oldest mutual insurance
Multi-Family (No. 2) Core Plus Fund as well companies into one built for sustainable
as previous US Funds, helping to expand our growth and profitability. But what is most
investor audience. As we usher into a new exciting is the path ahead. As a public
growth period, expanding our US presence in company, access to capital markets is going
both multi-family and single-family residential, to help us accelerate much of the work that
we look forward to delivering on the current we have been doing to reach our goal of being
Funds’ objectives and creating value for both a top five P&C insurer in Canada.
existing and new unitholders.
DANIEL DRIMMER
Chief Executive Officer and ROWAN SAUNDERS
President, Starlight Investments President & CEO, Definity
(TSXV:SURF.A | SCPT.A) (TSX:DFY)
QUOTED MARKET VALUE QUOTED MARKET VALUE
$4.6B ($ Billions) $6.9B ($ Billions)
EQUITY 102 97 119 101 128 EQUITY 896 778 898 856 1,127
CAPITAL CAPITAL
RAISED RAISED
6 4
NEW NEW
LISTINGS LISTINGS
2017 2018 2019 2020 2021 2017 2018 2019 2020 2021
SNAPSHOT TSX TSXV TOTAL SNAPSHOT TSX TSXV TOTAL
LISTED COMPANIES 58 28 86 LISTED COMPANIES 73 49 122
TOTAL MARKET CAP ($M) 123,265 4,263 127,528 TOTAL MARKET CAP ($M) 1,118,848 8,554 1,127,402
EQUITY CAPITAL RAISED EQUITY CAPITAL RAISED
4,193 358 4,550 6,630 301 6,931
($M) ($M)
AVERAGE FINANCING ($M) 127 19 146 AVERAGE FINANCING
201 14 215
($M)
SHARES
2,777 209 2,986
TRADED (M) SHARES
10,934 1,696 12,630
TRADED (M)
NEW LISTINGS 2 4 6
NEW LISTINGS 4 - 4
As of December 31, 2021.24 | 2022 GUIDE TO LISTING
CONSUMER INDUSTRIAL
PRODUCTS PRODUCTS
TSX has been a strong partner throughout Pet Algoma Steel’s return to TSX elevates our profile
Valu’s history and we are excited to return to across capital markets, offering investors an
the public markets on an exchange that brings opportunity to participate in our transformation
together a diverse group of investors who will into a more sustainable producer of green
support us in our next phase of growth. steel, helping Canada transition to a low carbon
economy and securing Algoma’s legacy for
generations to come.
RICHARD MALTSBARGER MICHAEL MCQUADE
President and CEO, President and CEO,
Pet Valu Holdings Ltd. Algoma Steel Inc.
(TSX:PET) (TSX:ASTL)
QUOTED MARKET VALUE QUOTED MARKET VALUE
$2.3B ($ Billions) $3.1B ($ Billions)
EQUITY 237 214 248 247 293 EQUITY 354 316 349 417 524
CAPITAL CAPITAL
RAISED RAISED
26
NEW 3
LISTINGS NEW
LISTINGS
2017 2018 2019 2020 2021 2017 2018 2019 2020 2021
SNAPSHOT TSX TSXV TOTAL SNAPSHOT TSX TSXV TOTAL
LISTED COMPANIES 75 47 122 LISTED COMPANIES 117 40 157
TOTAL MARKET CAP ($M) 291,262 1,946 293,208 TOTAL MARKET CAP ($M) 522,368 1,436 523,803
EQUITY CAPITAL RAISED EQUITY CAPITAL RAISED
1,941 375 2,315 2,920 145 3,065
($M) ($M)
AVERAGE FINANCING ($M) 129 9 138 AVERAGE FINANCING
127 8 135
($M)
SHARES
4,542 1,783 6,324
TRADED (M) SHARES
8,140 1,321 9,461
TRADED (M)
NEW LISTINGS 10 16 26
NEW LISTINGS 2 1 3
As of December 31, 2021.2022 GUIDE TO LISTING | 25
COMMUNICATIONS
AND MEDIA
QUOTED MARKET VALUE
$1.5B ($ Billions)
EQUITY 192 177 201 196 245
CAPITAL
RAISED
1
NEW
LISTING
2017 2018 2019 2020 2021
SNAPSHOT TSX TSXV TOTAL
LISTED COMPANIES 20 11 31
TOTAL MARKET CAP ($M) 244,010 1,287 245,297
EQUITY CAPITAL RAISED
1,485 18 1,504
($M)
AVERAGE FINANCING
495 4 499
($M)
SHARES
3,190 484 3,674
TRADED (M)
NEW LISTINGS 1 - 126 | 2022 GUIDE TO LISTING
INNOVATION
Toronto Stock Exchange and TSX Venture
Exchange provide companies with dynamic
markets to access North American and
global capital.
100+ IPOs and new
listings in 2021
KEY BENEFITS
❶ ACCESS TO CAPITAL
$22.6B equity capital raised by
Innovation companies in 2021.
❷ TAILORED LISTING CRITERIA
Listing requirements are tailored
to companies at varying stages of
growth.
❸ GLOBAL VISIBILITY
Over 350 different analysts covering
TSX/TSXV Innovation companies.
❹ GROWTH SUPPORT
TSXV-listed companies have the
potential to graduate to TSX as they
grow and mature.
24 TSXV innovation companies
graduated from TSXV to TSX in 2021.2022 GUIDE TO LISTING | 27
CLEAN TECHNOLOGY AND $79B 94 $5B
RENEWABLE ENERGY MARKET LISTED EQUITY CAPITAL
CAP COMPANIES RAISED IN 2021
LIFE $36B 162 $4B
SCIENCES MARKET LISTED EQUITY CAPITAL
CAP COMPANIES RAISED IN 2021
TECHNOLOGY $415B 239 $14B
MARKET LISTED EQUITY CAPITAL
CAP COMPANIES RAISED IN 2021
I am proud to see the company I founded 12
years ago, and which I care so much about,
go public in Canada.
INTERNATIONAL COMPANIES BY REGION
OMRI BRILL Israel
Chief Executive Office, Adcore Inc. 13%
(TSX:ADCO) UK/Europe
13%
U.S. Asia
66% 4%
It’s great to see Canadian institutional investors Latin America
1%
coming together, supporting great Canadian
technology companies trading on the TSX. That’s
Other 1%
not something we could have done 16 years ago.
Canada has come a long way.
JEAN LAVIGUEUR
CFO, Coveo Solutions Inc. 47 new international Innovation
companies 2017-2021
(TSX:CVO)
As of December 31, 2021.28 | 2022 GUIDE TO LISTING
MINING
TSX and TSXV are home to more Mining companies than any other market in the
world, and have a diversified roster of public Mining companies by commodity
and stage of development. These companies benefit by having greater access
to capital, visibility of transactions, analyst coverage, specialized indices and
tailored listing requirements for all sizes of companies.
47% of the 5,300+ mineral exploration projects operated by
TSX and TSXV companies are outside of Canada.
KEY BENEFITS
❶ ACCESS TO CAPITAL ❹ GROWTH SUPPORT
TSX/TSXV Mining companies TSXV-listed companies have
have raised $45 billion in the potential to graduate to
the past five years through TSX as they grow and mature.
over 7,000 financings. This From 2000 to 2021, more than
represents 42% of the number 300 Mining companies have
of public mining financings graduated from TSXV to TSX.
completed and 35% of the
mining equity capital raised ❺ TAILORED LISTING
globally. CRITERIA
Listing requirements are
❷ LIQUIDITY & TRADING tailored to companies
Almost 59 billion Mining at varying levels and
company shares were traded on accommodate a range of
our Exchanges in 2021. companies from exploration
stage to production.
❸ GLOBAL VISIBILITY
More than 250 global analysts ❻ VALUE-ADDED SERVICES
cover TSX and TSXV-listed SUPPORTING GROWTH
Mining companies and Relevant mining business
approximately 40% of all trading experience and in-house
originates outside of Canada. geologists.2022 GUIDE TO LISTING | 29
TSX/TSXV MINING COMPANIES – GLOBAL REACH
Companies with mining assets located around the world
Note: A single company may have
UK/Europe Russia & CIS
projects in multiple countries.
Source: S&P Global Market 4% 0.2%
Intelligence, January 2022.
Canada Asia
53% 2%
U.S.
Middle East
13% 0.1%
Mexico Australia/NZ/PNG
7% 3%
Central America & Caribbean South America Africa
1% 12% 6%
42% MINING EQUITY FINANCINGS OVER THE PAST 5 YEARS
($ Billions)
OF ALL GLOBAL MINING FINANCINGS IN
Source: TSX and TSXV Market Intelligence
THE PAST FIVE YEARS WERE COMPLETED Group and S&P Global Market Intelligence.
BY COMPANIES LISTED ON TSX AND TSXV $44.9
$33.9
35%
OF ALL GLOBAL MINING EQUITY CAPITAL
IN THE PAST FIVE YEARS WAS RAISED BY
$11.4
COMPANIES LISTED ON TSX AND TSXV
~42% $4.9 $5.6
OF THE WORLD’S PUBLIC MINING
COMPANIES ARE LISTED ON TSX AND TSXV
LSE/AIM HKEx NYSE/NYSE ASX TSX/TSXV
American
As of December 31, 2021.30 | 2022 GUIDE TO LISTING
ENERGY
TSX and TSXV are global leaders in the Energy sector, comprised of Oil &
Gas, Energy Services, and Utilities & Pipeline companies.
KEY BENEFITS
❶ ACCESS TO CAPITAL ❸ TAILORED LISTING ❺ GROWTH SUPPORT
• From 2017 to 2021, $27 CRITERIA TSXV-listed companies
billion was raised by Energy Listing requirements are have the opportunity to
companies listed on TSX tailored to a company’s graduate to TSX as they
and TSXV. industry sector, stage of grow and mature. From 2000
• Some of the world’s largest development, financial to 2021, over 150 Oil & Gas
asset managers and financial performance and companies have graduated
institutions, including operational resources. from TSXV to TSX.
Canadian institutional Our listing requirements
investors managing a better accommodate junior ❻ EXPERIENCED
cumulative $6 trillion dollars companies, including EXCHANGE STAFF
of assets, invest and trade in exploration stage Oil & Gas Relevant Oil & Gas business
TSX and TSXV listed Energy companies. experience, including in-
companies. house geologists.
• 80 equity financings ❹ GLOBAL VISIBILITY
were completed by Energy • Listing on TSX and TSXV
companies in 2021. provides the opportunity to
attract the attention of Energy
❷ LIQUIDITY & TRADING sector research analysts.
• In 2021, 30 billion Energy • An average of 6 analysts
company shares were traded cover TSX and TSXV Oil &
for a total dollar value of $520 Gas and Energy Services
billion. companies and an average
• Approximately 40% of TSX’s of 12 analysts cover Utilities &
daily trading originates from Pipeline companies.
investors outside of Canada. companies have graduated
A significant part of that daily from TSXV to TSX.
flow of trading comes from
U.S.-based investors.2022 GUIDE TO LISTING | 31
TSX AND TSXV OIL & GAS ISSUERS WITH GLOBAL OPERATIONS
Number of companies with Oil & Gas assets located around the world
UK/Europe
TSX: 6 Companies
Canada TSXV: 7 Companies
TSX: 46 Companies
TSXV: 43 Companies
Russia & CIS
TSX: 2 Companies
U.S. TSXV: 1 Company
TSX: 8 Companies
TSXV: 18 Companies
Asia
TSX: 2 Companies
TSXV: 3 Companies
Note: A single company may have
projects, operations or assets in
Latin America Africa Australia/NZ/PNG multiple countries. Source: TSX and
TSX: 6 Companies TSX: 5 Companies Middle East TSX: 2 Companies TSXV Market Intelligence Group.
TSXV: 12 Companies TSXV: 7 Companies TSX: 2 Companies TSXV: 3 Companies As of December 31, 2021.
OIL & 137 $265B $11B 442
GAS ISSUERS TOTAL QUOTED EQUITY CAPITAL TOTAL NUMBER OF
MARKET VALUE RAISED FROM FINANCINGS FROM
IN 2021 2017-2021 2017-2021
At Kiwetinohk, we are passionate about climate change
and the future of energy. Our mission is to build a profitable
energy transition business that provides clean, reliable,
dispatchable, low-cost energy to consumers. To be #1 in the world for number of
Oil & Gas issuers
sustainable, we believe a business must be profitable and,
for the longer term, to be profitable, a business must be
sustainable. TSX is the ideal platform to raise the capital
18% of the world’s public Oil &
Gas companies are listed on
TSX and TSXV
required for the energy transition.
PAT CARLSON 13% of all global Oil & Gas
equity was raised on TSX
and TSXV in 2021
CEO, Kiwetinohk Energy Corp.
(TSX:KEC)
UTILITIES & 18 $295B $12B 28
PIPELINES ISSUERS TOTAL EQUITY CAPITAL TOTAL NUMBER OF
MARKET CAP RAISED FROM FINANCINGS FROM
IN 2021 2017-2021 2017-2021
ENERGY 48 $24B $3.7B 126
SERVICES ISSUERS TOTAL
MARKET CAP
EQUITY CAPITAL
RAISED FROM
TOTAL NUMBER OF
FINANCINGS FROM
IN 2021 2017-2021 2017-202132 | 2022 GUIDE TO LISTING
INDUSTRIAL, TECHNOLOGY AND RESEARCH & DEVELOPMENT COMPANIES
LISTING REQUIREMENTS
TSX NON-EXEMPT
TSX
TSX NON-EXEMPT RESEARCH AND TSX NON-EXEMPT TSX NON-EXEMPT TSX EXEMPT
TECHNOLOGY DEVELOPMENT (R&D) FORECASTING PROFITABLE INDUSTRIAL
ISSUERS1, 7 ISSUERS7 PROFITABILITY7 ISSUERS7 COMPANIES8
EARNINGS OR REVENUE Evidence of earnings Earnings from Earnings from on-
from on-going on-going operations going operations of at
operations for the of at least $200,000 least $300,000 before
current or next before tax and tax and extraordinary
fiscal year of at least extraordinary items items in the last fiscal
$200,0002 before tax in the last fiscal year.
and extraordinary year.
items.
CASH FLOW Evidence of pre- Pre-tax cash flow of Pre-tax cash flow of
tax cash flow from $500,000 in the last $700,000 in the last
the current or next fiscal year. fiscal year, and an
fiscal year of at least average pre-tax cash
$500,000.2 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 Funds to cover all Funds to cover Working capital to carry on the business, and an appropriate capital
CAPITAL AND CAPITAL planned development all planned R&D structure.
STRUCTURE expenditures, capital expenditures, capital
expenditures, and G&A5 expenditures and G&A5
expenses for one year.6 expenses for two years.6
CASH IN TREASURY Minimum $10,000,000 Minimum $12,000,000
in the treasury, the in the treasury, the
majority of which has majority of which has
been raised by the been raised by the
issuance of securities issuance of securities
qualified for distribution qualified for distribution
by a prospectus. by a prospectus.
PRODUCTS Evidence (satisfactory Minimum two year
AND SERVICES to TSX) that products operating history
or services at an that includes R&D
advanced stage of activities. Evidence
development or (satisfactory to TSX)
commercialization of technical expertise
and that management and resources to
has the expertise and advance its research
resources to develop and development
the business.9 programme(s).10
MANAGEMENT AND Management, including the board of directors, should have adequate experience and technical expertise relevant to the
BOARD OF DIRECTORS 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 Minimum 1,000,000 free Minimum 1,000,000 free trading public shares.
AND MARKET trading public shares.
CAPITALIZATION Minimum $4,000,000 held by public shareholders.
Minimum $10,000,000
held by public 300 public shareholders each holding a board lot or more.
shareholders.
300 public shareholders
each holding a board lot.
Minimum $50,000,000
market capitalization.
SPONSORSHIP Sponsor Report may be required (generally not required for IPOs or TSXV Graduates). Not required.
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.com2022 GUIDE TO LISTING | 33
TSXV
TSXV TIER 1 TSXV TIER 2 TSXV TIER 1 TSXV TIER 2
INDUSTRIAL TECHNOLOGY INDUSTRIAL TECHNOLOGY REAL ESTATE OR REAL ESTATE OR
LIFE SCIENCES LIFE SCIENCES INVESTMENT INVESTMENT
NET TANGIBLE ASSETS, $5,000,000 net tangible $750,000 net tangible Real Estate: $2,000,000 net tangible
REVENUE OR ARM’S assets or $5,000,000 assets or $500,000 in $5,000,000 net tangible assets or $3,000,000 Arm’s
LENGTH FINANCING revenue. revenue or $2,000,000 assets. Length Financing.
(AS APPLICABLE) Arm’s Length Financing.
If no revenue, two- Investment:
year management plan If no revenue, two- $10,000,000 net tangible
demonstrating reasonable year management plan assets.
likelihood of revenue within demonstrating reasonable
24 months. likelihood of revenue within
24 months.
ADEQUATE WORKING Adequate working capital Adequate working capital Adequate working capital Adequate working capital
CAPITAL AND CAPITAL and financial resources and financial resources and financial resources and financial resources
STRUCTURE to carry out stated work to carry out stated work to carry out stated work to carry out stated work
program or execute program or execute program or execute program or execute
business plan for 18 months business plan for 12 months business plan for 18 months business plan for 12 months
following listing; $200,000 following listing; $100,000 following listing; $200,000 following listing; $100,000
unallocated funds. unallocated funds. unallocated funds. unallocated funds.
PROPERTY Issuer has significant interest in business or primary Real Estate:
asset used to carry on business. Issuer has significant interest11 in real property.
Investment:
No requirement.
PRIOR EXPENDITURES History of operations or validation of business. Real Estate: Real Estate:
AND WORK PROGRAM No requirement. No requirement.
Investment: Investment:
Disclosed investment (i) disclosed investment
policy. policy and (ii) 50% of
available funds must be
allocated to at least two
specific investments.
MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to the
BOARD OF DIRECTORS 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 Public float of 1,000,000 Public float of 500,000 Public float of 1,000,000 Public float of 500,000
CAPITALIZATION AND shares; 250 public shares; 200 Public shares; 250 public shares; 200 public
PUBLIC FLOAT shareholders each holding Shareholders each holding shareholders each holding shareholders each holding
a board lot and having no a board lot and having no a board lot and having no a board lot and having no
resale restrictions on their resale restrictions on their resale restrictions on their resale restrictions on their
shares; 20% of issued shares; 20% of issued shares; 20% of issued shares; 20% of issued
and outstanding shares and outstanding shares and outstanding shares and outstanding shares
in the hands of public in the hands of public in the hands of public in the hands of public
shareholders. shareholders. shareholders. 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, including related assumptions signed by the CFO must be submitted. Projection
telecommunications, data communications, information technology and new should exclude uncommitted payments from third 25parties or other contingent
technologies that are not currently profitable or able to forecast profitability. cash receipts. R&D issuers should exclude cash flows from future revenues.
➁ Applicants should file a complete set of forecast financial statements ➆ Exceptional circumstances may justify granting of a listing, notwithstanding
covering the current and/or next fiscal year (on a quarterly basis). Forecasts minimum requirements – generally an affiliation with established business and/or
must be accompanied by an independent auditor’s opinion that the forecast exceptionally strong financial position is required.
complies with the CICA Auditing Standards for future-oriented financial ➇ ➆, as well as for granting Exempt status. Special purpose issuers are generally
information. Applicants should have at least six months of operating history. considered on an exceptional basis.
➂ Under certain circumstances, deferred development charges or other ➈ “Advanced stage of development or commercialization,” generally restricted to
intangible assets can be included in net tangible asset calculations. historical revenues from the issuer’s current business or contracts for future sales.
➃ Companies with less than $2 million in net tangible assets may qualify for listing Other factors may also be considered.
if the earnings and cash flow requirements for senior companies are met. ⑩ Other relevant factors may also be considered.
➄ “G&A” means general and administration expenses. ⑪ “significant interest” means at least 50% interest..
➅ A quarterly projection of sources and uses of funds, for the relevant period,34 | 2022 GUIDE TO LISTING
MINING COMPANIES
LISTING REQUIREMENTS
TSX TSX NON-EXEMPT EXPLORATION
AND DEVELOPMENT STAGE TSX NON-EXEMPT PRODUCER TSX EXEMPT
PROPERTY Advanced Property detailed in At least three years proven and At least three years proven and
REQUIREMENTS technical report prepared by an probable reserves as calculated probable reserves as estimated
independent qualified person. by an independent qualified by an independent qualified
Minimum 50% ownership of person (if not in production, a person.
property.3 production decision made).
RECOMMENDED WORK $750,000 on advanced Bringing the mine into Commercial level mining
PROGRAM exploration property2 as commercial production. operations.
recommended in a technical
report6 prepared by an
independent qualified person.
WORKING CAPITAL AND Minimum $2,000,000 working Sufficient funds to bring Adequate working capital
FINANCIAL RESOURCES capital and appropriate the mine into commercial to carry on the business.
capital structure. Sufficient production; plus adequate Appropriate capital structure.
funds to complete planned working capital for all budgeted
programme meeting G&A1 costs, capital expenditures and to carry
property payments and capital on the business. Appropriate
expenditures for 18 months. capital structure.
NET TANGIBLE ASSETS, $3,000,000 net tangible assets. $4,000,000 net tangible assets; $7,500,000 net tangible assets;
EARNINGS OR REVENUE evidence indicating a reasonable pre-tax profitability from ongoing
likelihood of future profitability operations in last fiscal year;
supported by a feasibility study pre-tax cash flow of $700,000
or documented historical in last fiscal year and average
production and financial pre-tax cash flow of $500,000 for
performance. past two fiscal years.
OTHER CRITERIA Management-prepared 18 month projection (by quarter) of sources and Up-to-date, comprehensive
uses of funds detailing all expenditures and signed by CFO. technical report6 prepared by
independent qualified person.
MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to
BOARD OF DIRECTORS 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 Minimum 1,000,000 freely tradeable shares with market value of $4,000,000 held by at least 300 public holders,
CAPITALIZATION AND each with one board lot or more.
PUBLIC FLOAT
SPONSORSHIP Required (may be waived if sufficient previous third party due diligence). Not required.
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.com2022 GUIDE TO LISTING | 35
TSXV TSXV TIER 1 TSXV TIER 2
PROPERTY Material interest in a Tier 1 property.4 Significant interest5 in a qualifying property or, at
REQUIREMENTS discretion of TSXV, a right to earn a significant interest5 in
a qualifying property. Sufficient evidence of no less than
$100,000 of exploration expenditures on the qualifying
property in the past three years.
RECOMMENDED WORK $500,000 on the Tier 1 property4 as recommended in a $100,000 of Approved Expenditures on the qualifying
PROGRAM geological report.6 property within 36 months period preceding application
of listing; $200,000 on the qualifying property as
recommended in a geological report6.
WORKING CAPITAL AND Adequate working capital and financial resources to carry Adequate working capital and financial resources to carry
FINANCIAL RESOURCES out stated work program or execute business plan for 18 out stated work program or execute business plan for 12
months following listing; $200,000 in unallocated funds. months following listing; $100,000 in unallocated funds.
NET TANGIBLE ASSETS, $2,000,000 net tangible assets. No requirement.
EARNINGS OR REVENUE
OTHER CRITERIA A geological report6 recommending completion of work program.
MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to the
BOARD OF DIRECTORS 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 Public float of 1,000,000 shares; 250 public shareholders Public float of 500,000 shares; 200 public shareholders
CAPITALIZATION AND each holding a board lot and having no resale restrictions each holding a board lot and having no resale restrictions
PUBLIC FLOAT on their shares; 20% of issued and outstanding shares in on their shares; 20% of issued and outstanding shares in
the hands of public shareholders. the hands of public shareholders.
SPONSORSHIP Sponsor report may be required.
➀ “G&A” means general and administrative expenses. feasibility study demonstrates that the property is capable of generating
positive cash flow from ongoing operations.
➁ TSX will consider a property to be sufficiently advanced if continuity of
mineralization is demonstrated in three dimensions at economically * see guidance note at Policy 1.1 of the TSXV Corporate Finance Manual
interesting grades.
➄ “significant interest” means at least 50% interest.
➂ A company must hold or have the right to earn and maintain a 50% interest in
➅ “geological report” or “technical report”, in the case of a mining property, is a
the property. Companies holding less than a 50% interest will be considered
report prepared in accordance with National Instrument 43-101† – Standards of
on a case-by-case basis looking at program size stage of advancement of the
Disclosure for Mineral Projects or any successor instrument.
property and strategic alliances.
➃ “Tier 1 property*” means a property that has substantial geological merit and is:
a. a property in which the Issuer holds a material interest; †
Mining Disclosure Standards
b. a property on which previous exploration, including detailed surface National Instrument 43-101 is the Canadian Securities Administrators’ policy that governs
geological, geophysical and/or geochemical surveying and at least an the scientific and technical disclosure for mineral projects made by mineral exploration
initial phase of drilling or other detailed sampling (such as trench or and mining companies, including the preparation of technical reports. The instrument
underground opening sampling), has been completed; covers oral statements as well as written documents and websites. NI 43-101 requires that
c. a property that has, at a minimum, a current inferred mineral resource; and all technical disclosure be prepared by or under the supervision of a “qualified person.”
Issuers are required to make disclosure of reserves and resources using definitions
d. an independent geological report recommends a minimum $500,000
approved by the Canadian Institute of Mining, Metallurgy and Petroleum. NI 43-101 is
Phase 1 drilling (or other form of detailed sampling) program based on
available at: www.osc.gov.on.ca/en/15019.htm
the merits of previous exploration results; or an independent, positive36 | 2022 GUIDE TO LISTING
OIL & GAS (EXPLORATION OR PRODUCING) COMPANIES
LISTING REQUIREMENTS
TSX TSX NON-EXEMPT OIL & GAS
DEVELOPMENT STAGE ISSUERS9
TSX NON-EXEMPT OIL & GAS
PRODUCING ISSUERS
TSX EXEMPT OIL & GAS
ISSUERS4
NET TANGIBLE ASSETS No requirements. Pre-tax profitability from ongoing
OR EARNINGS operations in the last fiscal year.
Pre-tax cash flow from ongoing
operations of $700,000 in last fiscal
year and average pre-tax cash flow
from ongoing operations of $500,000
for the past two fiscal years.
WORKING CAPITAL AND Adequate funds to either: Adequate funds to execute the Adequate working capital to carry
FINANCIAL RESOURCES program and cover all other capital on the business. Appropriate capital
(a) execute the development plan and expenditures and G&A1 and debt structure.
cover all other capital expenditures service expenses for 18 months with
& G&A1 and debt service expenses, a contingency allowance; 18 month
for 18 months with a contingency projection of sources and uses of
allowance; funds signed by CFO; appropriate
OR capital structure.
(b) bring the property into commercial
production, and adequate working
capital to fund all budgeted capital
expenditures and carry on the
business.
Applicable to both (a) and (b)
18 month projection of sources
and uses of funds signed by CFO;6
appropriate capital structure.
DISTRIBUTION, MARKET At least 1,000,000 freely tradable At least 1,000,000 freely tradable shares with an aggregate market value of
CAPITALIZATION AND shares with an aggregate market $4,000,000; minimum 300 public holders, each with one board lot or more.
PUBLIC FLOAT value of $4,000,000; minimum 300
public holders, each with one board
lot or more.
Minimum market value of the issued
securities that are to be listed of at
least $200,000,000.
SPONSORSHIP Sponsor report may be required (generally not required for IPOs or TSXV Not required.
Graduates).
PROPERTY Contingent resources7 of $3,000,000 proved developed $7,500,000 proved developed
REQUIREMENTS $500,000,000.8 reserves.2, 5 reserves.2, 5
RECOMMENDED WORK Clearly defined development plan, Clearly defined program
PROGRAM satisfactory to TSX, which can to increase reserves.
reasonably be expected to advance
the property.
MANAGEMENT AND Management, including the board of directors, should have adequate experience and technical expertise relevant to
BOARD OF DIRECTORS the company’s oil and gas 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.
OTHER CRITERIA Up-to-date technical report prepared by an independent technical consultant (NI 51-1013).
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.com2022 GUIDE TO LISTING | 37
TSXV TSXV TIER 1 TSXV TIER 2
NET TANGIBLE ASSETS, No requirements.
EARNINGS OR REVENUE
WORKING CAPITAL AND Adequate working capital and financial resources to carry Adequate working capital and financial resources to carry
FINANCIAL RESOURCES out stated work program or execute business plan for 18 out stated work program or execute business plan for 12
months following listing; $200,000 unallocated funds. months following listing; $100,000 unallocated funds.
DISTRIBUTION, MARKET Public float of 1,000,000 shares; 250 public shareholders Public float of 500,000 shares; 200 public shareholders
CAPITALIZATION AND each holding a board lot and having no resale restrictions each holding a board lot and having no resale restrictions
PUBLIC FLOAT on their shares; 20% of issued and outstanding shares in on their shares; 20% of issued and outstanding shares in
the hands of public shareholders. the hands of public shareholders.
SPONSORSHIP Sponsor report may be required
PROPERTY Exploration – $3,000,000 in reserves of which a minimum Exploration – either (i) Issuer has an unproven property
REQUIREMENTS of $1,000,000 must be proved developed reserves2 and the with prospects or (ii) Issuer has joint venture interest and
balance probable reserves. $5,000,000 raised by Prospectus offering.
Producing – $2,000,000 in proved developed reserves.2 Reserves – either (i) $500,000 in proved developed
producing reserves or (ii) $750,000 in proved plus probable
reserves.
RECOMMENDED Exploration – satisfactory work program (i) of no less Exploration – minimum of $1,500,000 allocated by issuer
WORK PROGRAM than $500,000 and (ii) which can reasonably be expected to a work program as recommended in a geological report
to increase reserves, as recommended in a geological except were Issuer has a joint venture interest and has
report. raised $5,000,000 in Prospectus offering.
Producing – No requirement. Reserves – (i) satisfactory work program and (ii) in
an amount no less than $300,000 if proved developed
producing reserves have a value of less than $500,000 as
recommended in geological report.
MANAGEMENT AND Management, including board of directors, should have adequate experience and technical expertise relevant to the
BOARD OF DIRECTORS company’s business and industry as well as adequate public company experience in Canada or a 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.
OTHER CRITERIA A geological report recommending completion of work program.
➀ “G&A” means general and administrative expenses. exclude certain resources classified as contingent resources after taking
into consideration the nature of the contingency. TSX will use the best-case
➁ “Proved developed reserves” are defined as those reserves that are expected
estimate for contingent resources, prepared in accordance with NI 51-101.
to be recovered from existing wells and installed facilities, or, if facilities have
not been installed, that would involve low expenditure, when compared to the ➇ The Company must submit a technical report prepared by an independent technical
cost of drilling a well, to put the reserves on production. consultant that conforms to NI 51-101 and be acceptable to TSX. Reports prepared
in conformity with other reporting systems deemed by TSX to be the equivalent of
➂ “NI 51-101” means National Instrument 51-101 – Standards of Disclosure for
NI 51-101 will normally be acceptable also. The value of the resources should be
Oil & Gas Activities – available at: http://www.osc.gov.on.ca/
calculated as the best-case estimate of the net present value of future cash flows
➃ Exceptional circumstances may justify the granting of Exempt status before income taxes, prepared on a forecast basis, and discounted at a rate of 10%.
notwithstanding the minimum requirements – generally an affiliation with TSX may, at its discretion, also require the provision of a price sensitivity analysis.
an established business and/or exceptionally strong financial position is
➈ TSX strongly recommends pre-consultation with TSX for any applicant applying
required.
under this listing category. Generally, this category will be limited to issuers with
➄ Reserve value of pre-tax net present value of future cash flows using a 10% unconventional oil and gas assets, such as oil sands.
discount rate: forecast pricing assumptions are used.
➅ This projection must also include actual financial results for the most
recently completed quarter.
➆ “Contingent resources” are defined in accordance with Canadian Oil and
Gas Evaluation Handbook and NI 51-101; however, TSX in its discretion mayYou can also read
