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

There are two alternative listing standards according to an applicant's stage of development: exempt and non-exempt. An applicant may be categorized as "exempt" if it can be shown to have over C$7.5 million (approx. US$5.66 million) in net tangible assets (or proved developed reserves) and pre-tax cash flow of C$700,000 (approx. US$528,220) (and average pre-tax cash flow of C$500,000 (approx. US$377,300) for the immediately preceding two years) and meets a number of other sector-specific conditions.

Non-exempt companies are required to have an appropriate capital structure and:

• Profitable companies. Profitable companies must have net tangible assets of C$2 million (approx. US$1.51 million), pre-tax earnings from ongoing operations of at least C$200,000 (approx. US$150,920), pre-tax cash flow of C$500,000 (approx. US$377,300), and adequate working capital.
• Companies forecasting profitability. These companies must have net tangible assets of C$7.5 million (approx. US$5.66 million), pre-tax earnings from ongoing operations for the current or next fiscal year of at least C$200,000 (approx. US$150,920), pre-tax cash flow for the current or next fiscal year of at least C$500,000 (approx. US$377,300), and adequate working capital.
• Technology. Technology companies must have a minimum of C$10 million (approx. US$7.55 million) in the treasury (the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus), adequate funds to cover all planned development and capital expenditures and G&A expenses for at least one year, projection of sources and uses of funds, covering the period (by quarter) and signed by the CFO; evidence that the company's products or services are at an advanced stage of development or commercialization and that the company has the required management expertise and resources to develop the business, a minimum market value of the issued securities that are to be listed of at least C$50 million (approx. US$37.73 million), and a minimum aggregate market value of the freely tradable, publicly held securities to be listed of at least C$10 million (approx. US$7.55 million).
• R&D. Research and development companies must have a minimum of C$12 million (approx. US$9.06 million) in the treasury (the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus), adequate funds to cover all planned research and development and capital expenditures, and G&A expenses, for a period of at least two years. A projection of sources and uses of funds, covering the period (by quarter) and signed by the CFO; a minimum two-year operating history that includes research and development activities; and evidence, satisfactory to the TSX, that the company has the technical expertise and resources to advance the company's research and development program.
• Mining (production). Producing mining companies must have proven and probable reserves to provide a mine life of at least three years, must either be in production or have made a production decision on the qualifying project or mine, must have sufficient funds to bring the mine into working production and adequate working capital, and must have net tangible assets of C$4 million (approx. US$3.02 million).
• Mining (exploration/development). Mineral exploration and development-stage companies must have an advanced property (with continuity of mineralization demonstrated in three dimensions at economically interesting grades), a planned work program of exploration and/or development of at least C$750,000 (approx. US$565,950), sufficient funds to complete the planned program of exploration and/or development, working capital of at least C$2 million (approx. US$1.51 million), and net tangible assets of C$3 million (approx. US$2.26 million).
• Oil and gas (producing). Producing oil and gas companies must have proved developed reserves of C$3 million (approx. US$2.26 million), a clearly defined program that can reasonably be expected to increase reserves, adequate funds to execute the program and cover all other capital expenditures and other expenses, for a period of 18 months with an allowance for contingencies.
• Oil and gas (development-stage). Oil and gas development-stage companies must have contingent resources of C$500 million (approx. US$377.30 million), a clearly defined development plan and technical report, adequate funds to either (a) execute the development plan and cover all other capital expenditures as well as general, administrative and debt service expenses, for a period of 18 months with an allowance for contingencies, or (b) bring the property into commercial production and fund all capital expenditures and carry on the business for 18 months.

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

Share price. There is no prescribed minimum closing or offering price for shares to be listed (other than for special purpose acquisition companies).

Distribution. To list its securities, a company must have:

• At least 300 holders, each holding one board lot or more.
• At least 1,000,000 freely tradeable shares.
• Generally, aggregate market value of C$4 million (approx. US$3.02 million).

Accounting standards. Financial statements are generally required to be prepared according to IFRS accounting standards, as applicable in Canada.

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

The following is a typical process and timetable for a listing of a foreign company IPO through a prospectus offering on the TSX.

Link to Timetable

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

Requirements for public companies include:

Corporate governance. Apart from the general requirement to disclose corporate governance practices, there are few proscriptive rules in Canada with respect to corporate governance.

Financial statements. Audited annual financial statements and unaudited interim financial statements must be filed within prescribed periods.

Acquisitions. A company effecting a significant acquisition must file a business acquisition report within 75 days after the date of the acquisition.

Annual meetings. A company must hold an annual meeting of its shareholders within prescribed periods.

Declaration of dividends. A company is obliged to promptly notify the TSX as soon as a dividend is declared.

Material changes. A company must disclose any material information concerning its business and affairs immediately after management of the issuer 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 is 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.

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

A company seeking to list must pay both initial listing fees and annual fees. For an international interlisted issuer, the initial listing fee ranges from C$7,500 to C$150,000 (approx. US$5,660 to US$113,190), plus a non-refundable amount of C$7,500 (approx. US$5,660) payable at the time of the application. Additional shares listed subsequently will require additional payments. The annual sustaining fee ranges from C$12,000 to C$145,000 (approx. US$9,055 to US$109,417), based on market capitalization, subject to discounts available to certain international inter-listed issuers.