[Last updated: 1 January 2024, unless otherwise noted]

If a foreign company is already a public company in certain jurisdictions and meets certain specified conditions, such as a maximum number of Canadian security holders, it may be exempted from certain continuous disclosure obligations expected of Canadian domestic issuers and foreign issuers in unrecognized jurisdictions.

Reporting issuers in the following jurisdictions may be exempt from certain Canadian continuous disclosure obligations:

 As required by Canadian securities laws, TSX-listed companies are required to satisfy rules with respect to material corporate developments, including:

• A company must disclose major corporate acquisitions or dispositions with the exchange in accordance with its general obligation to disclose actual or proposed developments that are likely to give rise to material information. A company effecting a significant acquisition must file a business acquisition report within 75 days after the date of the acquisition.
• Annual meetings. Every company must hold its annual meeting of shareholders within six months from the end of its fiscal year, or at such earlier time as is required by applicable legislation. All companies must give notice to the TSX and the market within a specified time period of each shareholders' meeting. Notices filed publicly through SEDAR+ will satisfy this requirement. A notice of meeting, proxy circular and form of proxy must be sent to shareholders and filed.
• Declaration of dividends. A company must promptly notify the TSX as soon as a dividend is declared.
• Material information. A company must disclose material information concerning its business and affairs immediately after management become aware of the existence of material information, or in the case of information previously known, upon it becoming apparent that the information is material.
• Shareholder approval. Minority shareholder approval and/or valuation are required for certain transactions, depending on their nature and materiality. The rules that apply to related and connected party transactions are complex and require specific consideration based on the circumstances involved.

In addition to the disclosure requirements listed above, a non-exempt listed company must also seek the permission of the TSX in order to carry out certain transactions. Specifically, these include transactions involving insiders or other related parties of the non-exempt issuer and which do not involve an issuance or potential issuance of listed securities, or that are initiated or undertaken by the company and materially affect control. If the value of the consideration to be received by the insider or other related party exceeds 2% of the company's market capitalization, TSX will require that:

• The proposed transaction be approved by the board on the recommendation of the directors who are unrelated to the transaction.
• The value of the consideration be established in an independent report, other than for executive or director compensation for services rendered unless the consideration appears to be commercially unreasonable, as determined by the TSX.

In addition, if the value of the consideration to be received by the insider or other related party exceeds 10% of the market capitalization of the issuer, the transaction must be approved by the issuer's security holders, other than the insider or other related party.

A TSX issuer is required to file annual and quarterly financial statements as well as annual and quarterly management's discussion and analysis and certification of filings (signed by the CEO and CFO), with the applicable securities commissions.

Financial statements of an issuer with securities listed only on the TSX must be filed as follows:

• Audited annual financial statements must be filed on or before the earlier of:
  • The 90th day after the end of its most recently completed financial year.
  • The date of filing, in a foreign jurisdiction, annual financial statements for its most recently completed financial year.
• Quarterly or interim financial statements, on or before the earlier of:
  • The 45th day after the end of its interim period.
  • The date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period.

Additionally, a TSX issuer is required to file an annual information form that contains material information about the company and its business, including its operations, prospects and risks.

Insider trading, tipping or recommending trades with material information that has not been generally disclosed may be a quasi-criminal offence resulting in fines and/or imprisonment. The application of these rules (insider trading laws) is not dependent upon securities being listed upon a particular exchange. Insider trading is largely regulated by securities law, rather than by the policies or actions of the TSX. A company that is a reporting issuer or has securities that are publicly traded and persons in a "special relationship" with them are subject to insider trading laws.