Realizing Your Vision - 2018 Guide To Listing - TSX Venture Exchange
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TSX VENTURE EXCHANGE AND TORONTO STOCK EXCHANGE Realizing Your Vision 2018 Guide To Listing
The future is yours to see.
" TSX Venture Exchange and " T MX is proud to be a part
Toronto Stock Exchange are of the world’s premier
committed to providing a capital formation ecosystem;
sophisticated, diversified an engine of opportunity
marketplace that connects and innovation at the heart
issuers of all size and sectors of the Canadian economy.
to the growth capital they need. Canada’s leading markets,
Together, our equities exchanges TSX Venture Exchange and
help entrepreneurs to achieve Toronto Stock Exchange,
their business goals and reach are proven, globally
their true potential. From small recognized platforms for
to early-stage companies looking companies at all stages of
to gain access to public venture development to achieve
capital and a strong foothold their growth objectives.
in the public market, to larger, We are firmly committed
established companies looking to working together with
to take their business to the next entrepreneurs, listed
level through a listing on TSX, issuers and all of our valued
our two-tiered capital formation stakeholders from across
ecosystem offers traditional the industry to deliver agile
and non-traditional financing solutions to existing and
and liquidity solutions that can emerging challenges and
be as unique as the businesses to serve our markets with
it serves. " excellence. "
_ _
Loui Anastasopoulos Lou Eccleston
President, Capital Formation CEO
& TSX Trust TMX Group
Table Of Contents 6 Realizing Your Vision 7 Are You Ready To Go Public? 9 Canada's Global Capital Markets 13 Opportunities For International & U.S. Companies 14 Steps To Listing 18 Graduation To Toronto Stock Exchange 19 Supporting Your Growth: TSX Company Services SECTORS 21 Diversified Industries 22 Technology & Innovation 26 Mining 28 Energy 32 Directory of Contacts
The sky was the limit. " I realized that as an entrepreneur, going public is like winning the Oscars. " _ Eric Boyko CEO of Stingray Digital Group Inc. (TSX: RAY.A)
6 Going Public
Realizing Your Vision
Access To Capital And Future Financing Opportunities
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.
Facilitate 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 tax-efficient
and cost-effective vehicle to finance such a transaction. This can also improve your ability
to complete mergers and acquisitions in a more timely and cost-effective manner.
Increase Visibility And Prestige
Going public enhances your company’s visibility. Greater public awareness gained through
media coverage, publicly filed documents and coverage of your shares by sector 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 Liquidity For Shareholders
Becoming a public company establishes a market for your company’s shares, providing your
investors with an efficient and regulated vehicle in 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 Incentive 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. Share ownership can
have an immediate and tangible value to employees, and can be used as a recruitment incentive.
Going Public 7 Are You Ready To Go Public? Going public is a major milestone for any company and is a decision requiring careful consideration and expert advice. Our team will work closely with your company’s management and expert advisors to guide you through every stage of the listing process. To start, ask yourself the following questions to determine whether you are ready to list: Does your company have an attractive track record or a product or service that has a readily identifiable market and significant growth potential? Does your management team have expertise in your industry sector, and experience in running a publicly traded company? Have your management team and board of directors invested their own capital in the company to support its growth? Will your corporate governance controls withstand the scrutiny of the public markets? If not, is your management team committed to the implementation of effective corporate governance measures? Has your company developed appropriate financial reporting and controls required for a public company?
When opportunity shocks. " Our listing on the TSX is a significant milestone in our story and we believe it marks the start of a new chapter for Shopify as we continue to grow our business and make commerce better for everyone in Canada and around the world. " _ Tobi Lütke CEO of Shopify Inc. (TSX: SHOP)
Canada's
Global
Capital
Markets
3,154 $54.5B 142
issuers call TSX in equity capital new corporate*
Venture Exchange raised by listed listings on TSX
and Toronto Stock issuers in 2017 Venture Exchange
Exchange home and Toronto Stock
Exchange in 2017
* "Corporate" excludes ETFs, Closed-End Funds, CPCs and SPACs.
As at December 31, 2017. Source: TSX/TSXV Market Intelligence Group.10 Going Public
Canada's Global Capital Markets
TSX Venture Exchange (TSXV) and Toronto Stock Exchange (TSX) provide
companies with access to equity capital and the benefits of being listed
on a leading global exchange with integrity, liquidity and opportunity.
Gateway To North American Capital
Companies listed on TSXV and TSX have access to North American capital markets, one of the world’s largest capital pools.
With a wide investor base providing liquidity, our Exchanges serve as access points to the Canadian and U.S. markets for
companies seeking growth and expansion capital.
Top-Rated Banking System Equity Financing On TSXV And TSX
($ Billions)
Canada’s banking system has been ranked as one of the soundest
in the world for nine years in a row by the World Economic Forum. IPOs
Canada’s banks are also well managed, well regulated and well Private Placements
capitalized. A strong and stable banking system is at the heart Public Offerings
of the country’s economic stability. Canada ranks first in the G7
for foreign direct investment to GDP ratio*, and has an established $62
AAA credit rating from Standard and Poor’s. $58 $58
$44 $55
Leveraging Canada's Economic Strength
TSXV and TSX's significance as world-class equities markets is reflected
in the broader strength of the Canadian economy. According to the
Economist Intelligence Unit, Canada is the best country among
the G7 to do business in from 2016-2020.**
Canada’s economy is broadly diversified with key strengths in
manufacturing, financial services and technology. This, coupled with
2013 2014 2015 2016 2017
Canada’s diverse natural resources base including oil and gas, coal,
nickel, copper, zinc, uranium and diamonds, makes Canada a viable
* Source: Invest in Canada: Think Canada, December 2017.
destination to raise capital and leverage Canadian financial expertise. ** The Economist Intelligence Unit, January 2016.
A Diverse Issuer Base
3,154 Total Number Of Listed Issuers By Sector
On TSXV and TSX
1,211 569 527 415 309 138
Mining Diversified Industries Exchange Traded Technology Energy Closed-End
Funds & Innovation Funds
BREAKDOWN
BREAKDOWN
BREAKDOWN
51
68 Energy
37 Communications & Media
91 Clean Services
113 Consumer Products & Services Technology Capital Pool
215 Oil & Gas
139 Financial Services 144 Life Sciences Company
26 Utilities &
189 Industrial Products & Services 180 Technology Pipelines
91 Real Estate 2
SPAC
All information as at December 31, 2017.Going Public 11
Opportunities For Companies
At Every Stage Of Growth
TSXV and TSX are world-class markets that provide access to financing
for companies at various stages of growth.
Financing Growth Companies
Public Equity
CAPITAL REQUIRED
Toronto Stock Exchange
TSX Venture Exchange
Private Capital
Founders
Angel Investors
Venture Capitalists
Private Equity
Stable
Project / Idea R&D Or Prototype Commercial Stage Production Stage Operating History
STAGES OF COMPANY GROWTH
Our Markets At A Glance TSXV TSX TSXV & TSX
Listed Issuers 1,653 1,501 3,154
Quoted Market Value ($ Billions) 51 2,969 3,020
Median Quoted Market Value ($ Millions) 8 153 26
Average Quoted Market Value ($ Millions) 31 1,978 958
Total Equity Capital Raised ($ Billions) 6 48 55
Average Equity Capital Raised ($ Millions) 4 74 25
Going Public Activity* 143 153 296
* Includes Initial Public Offerings, Capital Pool Company IPOs, Reverse Takeovers, Qualifying Transactions, Qualifying Acquisitions and others.
All information as at December 31, 2017.Leave hindsight behind. " The TSX listing means a lot to Spin Master. It is a huge milestone in the evolution of our company's journey over the last 21 years and it's an incredible platform for continuing to grow our company. " _ Ronnen Harary Co-CEO of Spin Master Corp. (TSX: TOY)
Opportunities For International And U.S. Companies 13
Opportunities For International
And U.S. Companies
Gateway To North America
Benefits
international • Canadian capital markets operate within a stable,
world-class financial services environment which
228
and U.S. includes a vibrant institutional and retail investor base.
companies • Innovative capital market infrastructure,
are listed on listing standards and vehicles, and proportionate
governance tailored to public companies.
TSXV and TSX
• Extensive analyst community covering companies.
• Access to North American and global capital.
• Alternate going public options using the Capital
With limited options in the international market for mid-market
Pool Company® program (CPC), Special Purpose
companies seeking growth capital, as well as the increasing
Acquisition Corporations (SPACs) and an active
costs of regulatory compliance, more and more international
Reverse Merger Market.
companies are using a listing on TSXV or TSX as a platform
in order to reach Canadian and U.S. investors who can trade • Opportunity to interlist on a global market can
directly in Canada. TSXV or TSX are uniquely positioned be an effective strategy for managed growth, while
in North America and a significant part of the daily flow leveraging the liquidity of both the Canadian and
of trading comes from U.S.-based investors. international marketplaces.
International Listings By Country/Region U.S. Companies Listed Across All Sectors
U.S. Africa Mining Closed-End Utilities & Communication
50% 3% 31% Funds Pipelines & Media
1% 2% 3%
Other Real Estate
6% Life Sciences
3%
16% Financial Services
Latin America
8% 3%
Technology Consumer Products
Australia /NZ/PNG
8% 14% & Services
3%
Industrial Products &
Asia UK/Europe Clean Technology Oil & Gas Services
13% 11% 10% 10% 4%
2017 Snapshot TSXV TSX TSXV & TSX
Number of Listed Companies 127 101 228
Quoted Market Value ($ Billions) 5 99 104
New Listings in 2017 12 5 17
Equity Capital Raised ($ Millions) 412 5,244 5,656
Number of Financings 121 59 180
As at December 31, 2017.14 Going Public
Steps To Listing
Step 1 Determine The Market For Your Business
Listing On TSXV Listing On TSX
Listing on TSX Venture Exchange is the right choice for Listing on Toronto Stock Exchange is the right choice
small and early-stage companies looking to access public for growth-oriented companies with strong performance
venture capital to facilitate their growth. Companies listed track records. TSX is globally recognized as a leading
on TSXV are provided with the opportunity to gain a solid international stock exchange, known for its standards of
foothold in the public market, with the potential to work fairness and innovative approach to trading. TSX provides
towards graduation to TSX and access to larger pools of companies with a dynamic market in which to raise
capital. TSXV has listing requirements that are tailored capital, while offering a range of benefits that include
to a company’s industry sector, stage of development, enhanced liquidity, specialized indices, visibility and
financial performance and operational resources. analyst coverage.
Why List On TSXV? Why List On TSX?
ccess to capital for early-stage companies and smaller
A arket for established businesses and management
M
financings (typical financing range: $500,000 to $20 million). teams with experience in public markets.
Extensive mentorship program for newly public companies. Access to international institutional investors.
Streamlined graduation to TSX. Globally visible indices utilized by investors.
ailored listing and corporate governance requirements
T Corporate governance appropriate for established issuers.
for small-cap companies.
160+ year history.
ultiple financing rounds mean more ground-floor
M
investing opportunities.
Respected, leading global exchange.Going Public 15
Step 2 Determine The Method Of Listing
A Flexible Approach
TSX Venture Exchange and Toronto Stock 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 (IPO)
TSXV
Reverse Takeover/Reverse Merger (RTO/RM)
Qualifying Transaction/Acquisition (QT/QA)
TSX
Direct Listing
Initial Public Offering Qualifying Transaction/Qualifying Acquisition
An IPO requires the completion of an application A CPC or a SPAC are companies listed with cash on their
for listing and the filing of a prospectus with the balance sheets. They are designed as a pathway to take
applicable Canadian securities commission(s). companies public in an efficient way.
Reverse Takeover/Reverse Merger Direct Listing
We have a long history of listing companies through If your company is currently listed on another exchange
reverse merger transactions. A reverse merger or market, you may qualify for a direct listing on TSXV or TSX.
allows a private company to vend into a TSXV- or It is an efficient mechanism to access a broader pool of
TSX-listed company or shell. investors and to leverage your listing in another market.16 Going Public
Capital Pool Company®
(CPC) Program
A Two-Step Alternative
To The Traditional IPO raised by
The CPC program is a unique listing vehicle for small-cap
companies. The program connects experienced investors
with private companies by dividing the traditional IPO
$7.2B former CPCs
in the last five
years on TSXV
process in two: the creation of the CPC public vehicle
shell and the Qualifying Transaction (QT).
CPC Success Story
Over 2,400 CPCs listed since program inception (1986).
raised by
86% of CPCs have completed their QT, with 38 QTs in 2017.
$18.4B former CPCs
in the last five
years on TSX
80 former CPCs currently trade on TSX.
Outlining The CPC Process
Seed financing of the Prospectus offering
company (the greater to create a corporate
CPC of $100,000 or 5% + vehicle with public
of the total funds
raised)
distribution
(maximum $4,750,000)
New
Public
Qualifying Transaction
CoincidingPrivate Placement (PIPE) An operating
Company
Private Company
company is identified, disclosed, additionally financed
(if appropriate) and acquired
Special Purpose Acquisition Corporation
(SPAC) Program
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.
As at December 31, 2017.Going Public 17
Step 3 Select Your Team Of Advisors
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 Venture Exchange and Toronto Stock Exchange
can provide introductions to advisors who can help companies go public.
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.
Investment Dealer
Securities Law Firm
Your Company Auditor
Investor Relations Professional
Transfer Agent
TSX Trust
TSX Trust is a leading provider of transfer agency and corporate trust services, dedicated to serving clients with proven
expertise, efficiency and professionalism. We’ve been a trusted advisor to more than 900 companies, both public and private.
We work closely with our clients and their advisors to help navigate the most complex transactions, including the unique needs
of SPACs, ETFs, Public and Private Partnerships, and Corporate Trust mandates.
As part of the larger TMX Group of companies, TSX Trust is able to leverage leading technology and information security. We are
a national business with four offices across Canada, allowing us to provide personalized, highly responsive service.18 Going Public
Graduation To Toronto Stock Exchange
645 20%
graduates
from TSXV
to TSX*
of the S&P/TSX
in market
Composite Index†
$192B capitalization
of TSXV
graduates
constituents are
graduates of TSXV
A Path To Greater Opportunity Benefits
Graduating to TSX is a strategic opportunity
for a company to increase its profile, liquidity Increased Access to Capital
and access to capital.
Graduation Made Easy Greater Visibility
Streamlined Process
our company’s TSXV files can be provided directly
Y
to TSX with your consent. Access to Institutional Capital
Reduced Listing Fees
he TSX application fee is waived for potential
T
graduates and credit will be given for any Enhanced Liquidity
TSXV transaction fees paid in the 90 days
prior to listing on TSX.
Waiver Of Sponsorship
ponsorship requirements can be waived
S
in most cases.
Exchange Support
pre-file meeting with TSX staff to review
A
process and timing can help to compress
the timeline for a graduation.
* From January 2000 to December 2017, 645 companies graduated from TSXV to TSX.
† “S&P” is a trademark owned by Standard & Poor's Financial Services LLC, and "TSX" is a trademark owned by TSX Inc.Going Public 19
Supporting Your Growth:
TSX Company Services
Your Designated Contact Celebrate And Promote
Your Regional Head will connect with you leading up to Your Listing
your listing. As your main point of contact, your Regional
Around the time of your IPO or new listing, a Market
Head is available to answer questions, provide support
Open will be arranged for you to celebrate this exciting
over the course of your corporate journey and will stay
milestone. After opening the Canadian markets, your
abreast of industry developments.
CEO is offered the option to film a short video — The View
from the C-Suite — to speak about your company.
Communicate Your Corporate
Messages Secure Communication
We are proud to endorse Cision for your newswire Conducting business in a secure environment is
and financial webcast services. With Cision, you can critical. Our TSX SecureFile and V-File online platforms
achieve simultaneous distribution of news releases and can fully protect and encrypt your submissions and
multimedia to media and financial markets, website communication with our Listings team. For your board
feeds, as well as social media accounts and blogs. communication, we recommend Diligent's board platform
with proven security and 24/7 customer support.
Understand Your Shareholder
Base And Trading Activity Reward Your Employees
Many companies look to share their success with their
Achieve both your investor relations and corporate goals
employees through the implementation of an Employee
with the help of TSX InfoSuite®. This comprehensive tool
Share Plan or Stock Option Plan. Solium can provide
provides a wide variety of data to track your company,
you with a detailed overview of the many types of plans
your peers, a wide variety of domestic and foreign
available to suit your company’s needs and goals.
investment vehicles, and shareholders.
Build Effective Investor Relations Be Considered For Index Inclusion
Being included in the S&P/TSX Composite Index,
Ipreo is a leading global provider of financial services
or another S&P/TSX index, can give your company
technology, data and analytics, and can be an extension
heightened exposure to domestic and global investors.
of your Investor Relations team. Ipreo can provide you
A variety of factors, including but not limited to company
with cross-asset class surveillance, investor targeting,
size and liquidity requirements, are prerequisites
buy-side perception studies, transaction analysis and
for eligibility.
predictive analytics.
Showcasing To Investors Learn More About Being
A Public Company
TMX runs the annual Venture 50™ program which ranks
the top performers on TSX Venture Exchange over the Through the Learning Academy, our team of experts
last year. The ranking is comprised of 10 companies host education sessions, online courses, and interactive
from each of five industry sectors. We also host 10+ live workshops to help guide you through your journey
sector-specific investor days showcasing a cross-section as a public company.
of companies in domestic and foreign markets.Let's get down to business. " This IPO is an important milestone for Aritzia and is a testament to the continued dedication and passion of our people. " _ Brian Hill Founder, Chairman & CEO of Aritzia Inc. (TSX: ATZ)
Sectors 21
Diversified Industries
TSXV and TSX provide access to equity capital that is essential
for growth-oriented companies from all around the world.
Benefits
companies Access To Capital
569
with a total In 2017, Diversified Industries companies raised
market $23.1 billion of equity capital on TSXV and TSX.
capitalization Liquidity & Trading
of $1.8 trillion Diversified Industries companies in Canada continue
to attract domestic and international investors. In 2017,
26.6 billion shares of Diversified Industries companies
traded on our Exchanges.
Growth Support
Sector Breakdown TSXV-listed companies have the potential to graduate
Industrial Products & Services Communications & Media to TSX as they grow and mature.
33% 7%
Tailored Listing Criteria
Listing requirements are tailored to companies
Real Estate at varying stages of growth.
16%
Global Visibility
Diversified Industries companies listed on TSXV and
Consumer Products
TSX are covered by an average of two analysts and it is
Financial Services & Services estimated that approximately 40% of all trading on TSXV
24% 20% and TSX originates outside of Canada.
Listed Companies Total Market Capitalization ($ Millions)
2017 Sector Snapshot TSXV TSX TOTAL TSXV TSX TOTAL
Communications & Media 11 26 37 894 191,408 192,302
Consumer Products & Services 42 71 113 877 236,005 236,882
Financial Services 56 83 139 5,635 890,165 895,800
Industrial Products & Services 57 132 189 1,726 352,091 353,818
Real Estate 29 62 91 2,354 100,046 102,400
As at December 31, 2017.22 Sectors
Technology & Innovation
TSX Venture Exchange and Toronto Stock Exchange provide companies
with dynamic markets to access North American and global capital.
Proven Growth Markets
Quoted Market Value
($ Billions)
Over companies
from startups
400
Clean Technology and Renewable Energy
to global
leaders
Life Sciences
Technology
187 188 188
IPOs and new
Over
144
listings since
2015, from
100
Canadian, U.S.
and global
companies
2014 2015 2016 2017
Over
raised since
Equity Capital Raised
2015 to fund
growth and
$20B
($ Billions)
provide liquidity
11.2 to investors
6.2 5.9
Over
5.6
of IPOs & new
listings since
25%
2015 are from
outside Canada
2014 2015 2016 2017
As at December 31, 2017.Sectors 23
2017 Snapshot TSXV TSX TSXV & TSX
Clean Technology and Renewable Energy
Number of Listed Companies 56 35 91
Quoted Market Value ($ Billions) 1 42 43
New Listings in 2017 2 1 3
Equity Capital Raised ($ Millions) 60 1,756 1,816
Number of Financings 53 12 65
Life Sciences
Number of Listed Companies 100 44 144
Quoted Market Value ($ Billions) 7 32 39
New Listings in 2017 21 6 27
Equity Capital Raised ($ Millions) 623 1,553 2,176
Number of Financings 99 58 157
Technology
Number of Listed Companies 127 53 180
Quoted Market Value ($ Billions) 5 101 106
New Listings in 2017 8 2 10
Equity Capital Raised ($ Millions) 361 1,191 1,552
Number of Financings 104 20 124
Benefits
Access To Capital Tailored Listing Criteria
• $1.6 billion equity capital raised by Technology Listing requirements are tailored to companies
companies in 2017 at varying stages of growth.
• Over $1 billion equity capital raised
by Clean Technology and Renewable Energy Growth Support
companies for nine consecutive years
TSXV-listed companies have the potential
• $2.2 billion equity capital raised by Life Sciences to graduate to TSX as they grow and mature.
companies in 2017
• 34% of Technology companies currently listed
are graduates
Global Visibility • 20% of Clean Technology and Renewable Energy
Technology & Innovation companies listed on TSXV and companies currently listed are graduates
TSX are covered by over 100 equity research analysts,
• 50% of Life Sciences companies currently
with an average of two analysts per company. It is
listed are graduates
estimated that approximately 40% of all trading on
our Exchanges originates outside Canada.
As at December 31, 2017.24 Sectors
Toronto Stock Exchange
Listing Requirements for Industrial, Technology and Research & Development Companies
TSX NON-EXEMPT
RESEARCH AND TSX NON-EXEMPT TSX EXEMPT
MINIMUM LISTING TSX NON-EXEMPT DEVELOPMENT FORECASTING TSX NON-EXEMPT INDUSTRIAL
REQUIREMENTS TECHNOLOGY ISSUERS1, 7 (R&D) ISSUERS7 PROFITABILITY7 PROFITABLE ISSUERS7 COMPANIES8
Earnings or Evidence of pre-tax Pre-tax earnings from Pre-tax earnings from
earnings from on-going on-going operations on-going operations
Revenue operations for the current of at least $200,000 in of at least $300,000 in
or next fiscal year of at the last fiscal year. the last fiscal year.
least $200,000.2
Cash Flow Evidence of pre-tax Pre-tax cash flow Pre-tax cash flow of
cash flow from on-going of $500,000 in the last $700,000 in the last fiscal
operations for the current fiscal year. year, and an average
or next fiscal year of at pre-tax cash flow
least $500,000.2 of $500,000 for the
past two fiscal years.
Net Tangible $7,500,0003 $2,000,0003, 4 $7,500,0003
Assets
Adequate Funds to cover all Funds to cover all planned Working capital to carry on the business, and an appropriate capital structure.
planned development R&D expenditures, capital
Working Capital expenditures, capital expenditures and G&A5
expenditures, and G&A5 expenses for two years.6
and Capital expenses for one year.6
Structure
Cash in Treasury Minimum $10,000,000 in Minimum $12,000,000 in
the treasury, the majority the treasury, the majority
of which has been raised of which has been raised
by the issuance of by the issuance of
securities qualified securities qualified
for distribution for distribution
by a prospectus. by a prospectus.
Products Evidence that products or Minimum two year
services at an advanced operating history that
and Services stage of development or includes R&D activities.
commercialization and Evidence of technical
that management has the expertise and resources
expertise and resources to to advance its research
develop the business.9 and development
programme(s).10
Management 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.
and Board of
Directors
Public Minimum 1,000,000 free Minimum 1,000,000 free trading public shares.
trading public shares.
Distribution Minimum $4,000,000 held by public shareholders.
Minimum $10,000,000 held
and Market by public shareholders. 300 public shareholders each holding a board lot or more.
Capitalization 300 public shareholders
each holding a board lot.
Minimum $50,000,000
market capitalization.
Sponsorship Generally required. Not 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.
(2) 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.
(3) Under certain circumstances, deferred development charges or other intangible assets can be included in net tangible asset calculations.
(4) 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.
(5) “G&A” means general and administration expenses.
(6) 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 parties or other contingent cash receipts. R&D issuers should exclude cash flows from future revenues.
(7) Exceptional circumstances may justify granting of a listing, notwithstanding minimum requirements – generally an affiliation with established business and/or exceptionally strong financial position
is required.
(8) (7), as well as for granting Exempt status. Special purpose issuers are generally considered on an exceptional basis.
(9) “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) Other relevant factors may also be considered.
The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual which is available at www.tsx.com.Sectors 25
TSX Venture Exchange
Listing Requirements for Industrial, Technology, Life Sciences and Real Estate Companies
TSXV TIER 1 TSXV TIER 2 TSXV TIER 1 TSXV TIER 2
INITIAL LISTING INDUSTRIAL TECHNOLOGY INDUSTRIAL TECHNOLOGY REAL ESTATE OR REAL ESTATE OR
REQUIREMENTS LIFE SCIENCES LIFE SCIENCES INVESTMENT INVESTMENT
Net Tangible Assets, $5,000,000 net tangible assets $750,000 net tangible assets Real Estate: $2,000,000 net tangible assets
or $5,000,000 revenue. or $500,000 in revenue or $5,000,000 net tangible assets. or $3,000,000 Arm’s Length
Revenue or Arm’s $2,000,000 Arm’s Length Financing.
If no revenue, two-year Financing. Investment:
Length Financing management plan $10,000,000 net tangible assets.
(as applicable) demonstrating reasonable
likelihood of revenue within
If no revenue, two-year
management plan
24 months. demonstrating reasonable
likelihood of revenue within
24 months.
Adequate Working Adequate working capital and Adequate working capital and Adequate working capital and Adequate working capital and
financial resources to carry out financial resources to carry out financial resources to carry out financial resources to carry out
Capital and Capital stated work program or execute stated work program or execute stated work program or execute stated work program or execute
business plan for 18 months business plan for 12 months business plan for 18 months business plan for 12 months
Structure 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 asset used to Real Estate:
carry on business. Issuer has significant interest in real property.
Investment:
No requirement.
Prior Expenditures History of operations or validation of business. Real Estate: Real Estate:
No requirement. No requirement.
and Work Program
Investment: Investment:
Disclosed investment policy. (i) disclosed investment 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 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
Board of Directors two independent directors.
Distribution, Market Public float of 1,000,000 shares; Public float of 500,000 shares; Public float of 1,000,000 shares; Public float of 500,000 shares;
250 Public Shareholders each 200 Public Shareholders each 250 Public Shareholders each 200 Public Shareholders each
Capitalization and holding a Board Lot and having holding a Board Lot and having holding a Board Lot and having holding a Board Lot and having
no Resale Restrictions on their no Resale Restrictions on their no Resale Restrictions on their no Resale Restrictions on their
Public Float shares; 20% of issued and shares; 20% of issued and shares; 20% of issued and shares; 20% of issued and
outstanding shares in the hands outstanding shares in the hands outstanding shares in the hands outstanding shares in the hands
of Public Shareholders. of Public Shareholders. of Public Shareholders. of Public Shareholders.
Sponsorship Sponsor Report may be required.
The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Venture Exchange Corporate Finance Manual which is available at www.tsx.com.26 Sectors
Mining
TSXV and TSX 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.
Benefits
of the world’s Access To Capital
~50%
public mining Mining companies on TSXV and TSX raised $8.5 billion
companies are in 2017 through 1,413 transactions. This represents 59%
of the number of public mining financings completed
listed on TSXV and 30% of the mining equity capital raised, globally.
and TSX Liquidity & Trading
Almost 56 billion Mining company shares were traded
on our Exchanges in 2017.
#1 In Global Mining Equity Financings In 2017 Global Visibility
($ Billions) More than 200 global analysts cover TSXV and TSX listed
$8.5 Mining companies and it is estimated that approximately
40% of all trading originates outside of Canada.
Growth Support
$5.4 TSXV-listed companies have the potential to graduate
$4.4 to TSX as they grow and mature. From 2000 to 2017,
282 Mining companies graduated from TSXV to TSX.
$3.1
Tailored Listing Criteria
$0.9 $1.2 Listing requirements are tailored to companies at
$0.7 varying levels and accommodate a range of companies
from exploration stage to production.
SZSE LSE/AIM SHSE NYSE/NYSE HKEx ASX TSXV/TSX Experienced Exchange Staff
American
Relevant mining business experience
Source: TSX and TSXV Market Intelligence Group and S&P Capital IQ, December 31, 2017. and in-house geologists.
Global Mining Companies — Global Reach
Nearly 50% of the 5,700+ mineral exploration projects held by TSXV and TSX companies are outside of Canada
Canada UK/Europe
TSX: 83 Companies TSX: 39 Companies
TSXV: 462 Companies TSXV: 63 Companies
U.S. Russia & CIS
TSX: 62 Companies TSX: 7 Companies
TSXV: 165 Companies TSXV: 5 Companies
Mexico Asia
TSX: 34 Companies TSX: 35 Companies
TSXV: 74 Companies TSXV: 42 Companies
Central America Middle
& Caribbean South America Africa East Australia/NZ/PNG
TSX: 11 Companies TSX: 83 Companies TSX: 63 Companies TSX: 2 Companies TSX: 21 Companies
TSXV: 15 Companies TSXV: 117 Companies TSXV: 74 Companies TSXV: 3 Companies TSXV: 17 Companies
Note: A single company may have projects in multiple countries. Source: S&P Market Intelligence, January 2018. As at December 31, 2017, unless otherwise noted.Sectors 27
Toronto Stock Exchange TSX Venture Exchange
Listing Requirements for Mining Companies
TSX NON-EXEMPT
EXPLORATION AND TSX NON-EXEMPT TSX EXEMPT TSXV TIER 1 TSXV TIER 2
DEVELOPMENT STAGE PRODUCER
Property Advanced Property At least three years At least three years Material interest in Significant interest5 in
detailed in report proven and probable proven and probable a Tier 1 property.4 a qualifying property or,
Requirements prepared by an reserves as calculated reserves as estimated at discretion of TSXV, a
independent qualified by an independent by an independent right to earn a significant
person. Minimum qualified person qualified person. interest5 in a qualifying
50% ownership (if not in production, property. Sufficient
of property.3 a production decision evidence of no less than
made). $100,000 of exploration
expenditures on the
qualifying property in
the past three years.
Recommended $750,000 on advanced Bringing the mine into Commercial level mining $500,000 on the $100,000 of Approved
exploration property2 commercial production. operations. Tier 1 property4 as Expenditures on the
Work Program as recommended in a recommended by qualifying property
technical report6 prepared geological report.6 within 36 months period
by an independent preceding application
qualified person. of listing; $200,000 on
the qualifying property
as recommended in a
geological report.
Working Capital Minimum $2,000,000 Sufficient funds to Adequate working capital Adequate working Adequate working
working capital and bring the mine into to carry on the business. capital and financial capital and financial
and Financial appropriate capital commercial production; Appropriate capital resources to carry out resources to carry out
structure. Sufficient funds plus adequate working structure. stated work program stated work program
Resources to complete planned capital for all budgeted or execute business plan or execute business plan
programme meeting G&A1 capital expenditures and for 18 months following for 12 months following
costs, property payments to carry on the business. listing; $200,000 in listing; $100,000 in
and capital expenditures Appropriate capital unallocated funds. unallocated funds.
for 18 months. structure.
Net Tangible $3,000,000 net tangible $4,000,000 net tangible $7,500,000 net tangible $2,000,000 net tangible No requirement.
assets. assets; evidence indicating assets; pre-tax profitability assets.
Assets, Earnings a reasonable likelihood from ongoing operations
of future profitability in last fiscal year; pre-tax
or Revenue supported by a feasibility cash flow of $700,000
study or documented in last fiscal year and
historical production and average pre-tax cash flow
financial performance. of $500,000 for past two
fiscal years.
Other Criteria Management-prepared 18 month projection (by quarter Up-to-date, Geological report6 recommending completion
of sources and uses of funds detailing all expenditures comprehensive technical of work program.
and signed by CFO. report6 prepared by
independent qualified
person.
Management 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.
and Board of
Directors
Distribution, Minimum 1,000,000 freely tradeable shares with market value of $4,000,000 Public float of 1,000,000 Public float of 500,000
held by at least 300 public holders, each with one board lot or more. shares; 250 public shares; 200 public
Market shareholders each shareholders each holding
holding a board lot a board lot and having no
Capitalization and having no resale resale restrictions on their
and Public Float restrictions on their shares; 20% of issued
shares; 20% of issued and outstanding shares
and outstanding shares in the hands of public
in the hands of public shareholders.
shareholders.
Sponsorship Required (may be waived if sufficient previous third Not required. Sponsor report may be required.
party due diligence).
(1) “G&A” means general and administrative expenses. (5) “significant interest” means at least 50% interest.
(2) TSX will consider a property to be sufficiently advanced if continuity of mineralization (6) “geological report” or “technical report”, in the case of a mining property, is a report
is demonstrated in three dimensions at economically interesting grades. prepared in accordance with National Instrument 43-101* – Standards of Disclosure
(3) A company must hold or have the right to earn and maintain at least a 50% interest in for Mineral Projects or any successor instrument.
the property. Companies holding less than a 50% interest will be considered on a case-by-case
basis looking at program size stage of advancement of the property and strategic alliances. *Mining Disclosure Standards
(4) “Tier 1 property” means a property that has substantial geological merit and is: National Instrument 43-101 is the Canadian Securities Administrators’ policy that governs
(a) a property in which the Issuer holds a material interest; the scientific and technical disclosure for mineral projects made by mineral exploration and
(b) a property on which previous exploration, including detailed surface geological, geophysical mining companies, including the preparation of technical reports. The instrument covers oral
and/or geochemical surveying and at least an initial phase of drilling or other detailed statements as well as written documents and websites. NI 43-101 requires that all technical
sampling (such as trench or underground opening sampling), has been completed; disclosure be prepared by or under the supervision of a “qualified person.” Issuers are required
to make disclosure of reserves and resources using definitions approved by the Canadian
(c) a property that has, at a minimum, a current inferred mineral resource; and Institute of Mining, Metallurgy and Petroleum. National Instrument 43-101 is available at:
(d) an independent geological report recommends a minimum $500,000 Phase 1 drilling www.osc.gov.on.ca/en/15019.htm
(or other form of detailed sampling) program based on the merits of previous exploration
results; or an independent, positive feasibility study demonstrates that the property
is capable of generating positive cash flow from ongoing operations.
The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Venture Exchange
Corporate Finance Manual and the TSX Company Manual, both of which are available at www.tsx.com28 Sectors
Energy
TSXV and TSX are a global leader in the Energy sector, comprised
of Oil & Gas, Energy Services and Utilities & Pipelines.
Benefits
listed Energy Access to Capital
308
companies with $18.1 billion was raised in 2017 by Energy companies
a total market listed on TSXV and TSX.
capitalization Liquidity & Trading
of $602 billion 23 billion Energy company shares were traded on
our Exchanges in 2017.
Global Visibility
An average of four analysts cover TSXV and TSX Oil & Gas
World’s Largest Oil & Gas Public Market and Energy Services companies and an average of nine
Number of listed Oil & Gas companies cover Utilities & Pipelines companies.
215
Growth Support
TSXV-listed companies have the opportunity to graduate
to TSX as they grow and mature.
127
120 121
Tailored Listing Criteria
Listing requirements are tailored to companies
at varying levels and better accommodate junior
companies including exploration-stage companies.
21 31
Experienced Exchange Staff
Relevant oil and gas business experience, including
in-house geologists.
HKEx NASDAQ LSE/AIM ASX NYSE/NYSE TSXV/TSX
American
Source: S&P Capital IQ, as at December 31, 2017.
TSXV and TSX Oil & Gas Issuers with Global Operations
Number of companies with Oil and Gas assets located around the world
Canada UK/Europe
TSX: 62 Companies TSX: 9 Companies
TSXV: 72 Companies TSXV: 11 Companies
U.S. Russia & CIS
TSX: 13 Companies TSX: 2 Companies
TSXV: 29 Companies TSXV: 3 Companies
Asia
TSX: 5 Companies
TSXV: 7 Companies
Middle
Latin America Africa East Australia/NZ/PNG
TSX: 7 Companies TSX: 7 Companies TSX: 2 Companies TSX: 3 Companies
TSXV: 11 Companies TSXV: 13 Companies TSXV: 2 Companies TSXV: 7 Companies
Note: A single company may have operations or assets in multiple countries. Source: TSX and TSXV Market Intelligence Group. As at December 31, 2017.Sectors 29
Toronto Stock Exchange
Listing Requirements for Oil and Gas (Exploration or Producing) Companies
TSX NON-EXEMPT OIL AND GAS TSX NON-EXEMPT OIL AND GAS TSX EXEMPT OIL AND GAS
DEVELOPMENT STAGE ISSUERS9 PRODUCING ISSUERS ISSUERS4
Net Tangible Assets, No requirements. Pre-tax profitability from ongoing
operations in last fiscal year. Pre-tax
Earnings or Revenue 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 program Adequate working capital to carry on the
and cover all other capital expenditures business. Appropriate capital structure.
Financial Resources (a) execute the development plan and cover and G&A1 and debt service expenses for
all other capital expenditures & G&A1 and 18 months with a contingency allowance;
debt service expenses, for 18 months with 18 month projection of sources and uses
a contingency allowance; of funds signed by CFO; appropriate
capital structure.
OR
(b) bring the property into commercial
production, and adequate working capital
to fund all budgeted capital expenditures
and carry on the business. 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 shares At least 1,000,000 freely tradable shares with an aggregate market value of $4,000,000;
with an aggregate market value of minimum 300 public holders, each with one board lot or more.
Capitalization and $4,000,000; minimum 300 public holders,
each with one board lot or more.
Public Float
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 Not required.
or TSXV Graduates)
Property Contingent resources7 of $500,000,000.8 $3,000,000 proved developed reserves.2, 5 $7,500,000 proved developed reserves.2, 5
Requirements
Recommended Work Clearly defined development plan, Clearly defined program
satisfactory to TSX, which can reasonably to increase reserves.
Program be expected to advance the property.
Management and Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s oil and
gas projects as well as adequate public company experience. Companies are required to have at least two independent directors.
Board of Directors
Other Criteria Up-to-date technical report prepared by an independent technical consultant (NI 51-1013).
(1) “G&A” means general and administrative expenses.
(2) “Proved developed reserves” are defined as those reserves that are expected 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 cost of drilling a well, to put the reserves on production.
(3) “NI 51-101” means National Instrument 51-101 – Standards of Disclosure for Oil & Gas Activities – available at: http://www.osc.gov.on.ca/
(4) Exceptional circumstances may justify the granting of Exempt status notwithstanding the minimum requirements – generally an affiliation with an established business and/or exceptionally strong
financial position is required.
(5) Reserve value of pre-tax net present value of future cash flows using a 10% discount rate: forecast pricing assumptions are used.
(6) This projection must also include actual financial results for the most recently completed quarter.
(7) “Contingent resources” are defined in accordance with Canadian Oil and Gas Evaluation Handbook and NI 51-101; however, TSX in its discretion may exclude certain resources classified as contingent
resources after taking into consideration the nature of the contingency. TSX will use the best-case estimate for contingent resources, prepared in accordance with NI 51-101.
(8) The Company must submit a technical report prepared by an independent technical consultant that conforms to National Instrument 51-101 and be acceptable to TSX. Reports prepared in conformity with
other reporting systems deemed by TSX to be the equivalent of NI 51-101 will normally be acceptable also. The value of the resources should be calculated as the best-case estimate of the net present
value of future cash flows before income taxes, prepared on a forecast basis, and discounted at a rate of 10%. TSX may, at its discretion, also require the provision of a price sensitivity analysis.
(9) TSX strongly recommends pre-consultation with TSX for any applicant applying under this listing category. Generally, this category will be limited to issuers with unconventional oil and gas assets,
such as oil sands.
The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Company Manual which is available at www.tsx.com30 Sectors
TSX Venture Exchange
Listing Requirements for Oil and Gas (Exploration or Producing) Companies
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 out Adequate working capital and financial resources to carry out
stated work program or execute business plan for 18 months. stated work program or execute business plan for 12 months.
Financial Resources following listing; $200,000 unallocated funds. following listing; $100,000 unallocated funds.
Distribution, Market Public float of 1,000,000 shares; 250 Public Shareholders each Public float of 500,000 shares; 200 Public Shareholders each
holding a Board Lot and having no Resale Restrictions on their holding a Board Lot and having no Resale Restrictions on their
Capitalization and shares; 20% of issued and outstanding shares in the hands of shares; 20% of issued and outstanding shares in the hands of
Public Shareholders. Public Shareholders.
Public Float
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 with
of $1,000,000 must be proved developed reserves1 and prospects or (ii) Issuer has joint venture interest and $5,000,000
Requirements the balance probable reserves. raised by Prospectus offering.
Producing – $2,000,000 in proved developed reserves.1 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 than Exploration – minimum of $1,500,000 allocated by issuer to a work
$500,000 and (ii) which can reasonably be expected to increase program as recommended in a Geological Report except were
Work Program reserves, as recommended in a Geological Report. Issuer has a joint venture interest and has 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 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
Board of Directors two independent directors.
Other Criteria Geological Report recommending completion of work program.
(1) “Proved developed reserves” are defined as those reserves that are expected 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 cost of drilling a well, to put the reserves on production.
The foregoing is a summary of the applicable listing requirements only. For detailed listing requirements, refer to the TSX Venture Exchange Corporate Finance Manual which is available at www.tsx.comDirectory Of Contacts
Business Development International Inquiries
To inquire about listing on TSX Venture Exchange or Asia
Toronto Stock Exchange, please contact a member asia@tmx.com
of our Business Development team from the
appropriate sector category: Europe, Middle East, Africa
emea@tmx.com
Diversified Industries
T: 416 947-4710 Israel
diversified@tmx.com israel@tmx.com
Technology & Innovation United States
T: 416 947-6626 usa@tmx.com
technology@tmx.com
Energy
T: 403 218-2805
energy@tmx.com
Relationship Management
If you are an issuer on TSX Venture Exchange
Mining or Toronto Stock Exchange, please contact your
T: 416 947-4477 designated Regional Head - TSX Company Services
mining@tmx.com with any questions regarding your listing or
products and services available for you.
Exchange Traded Funds
T: 416 814-8874
etf@tmx.com
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