[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, TSXV listed companies are required to satisfy rules with respect to material corporate developments, including:

• Generally. 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 by the earlier of (a) the time required by applicable corporate or securities legislation and (b) 18 months after its incorporation or amalgamation, and in each subsequent year not more than 15 months after its last preceding annual meeting of shareholders or as required by applicable corporate or securities laws. A notice of meeting, proxy circular and form of proxy must be sent to shareholders and filed. In certain cases, a TSXV company will be subject to slightly less rigorous disclosure requirements than a TSX company.
• Declaration of dividends. A company is obliged to promptly notify the TSXV as soon as a dividend is declared.
• Material information. 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 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.

A TSXV issuer must 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. A TSXV issuer must deliver the required financial statements and management's discussion and analysis to all its requesting security holders, regardless of the jurisdictions in which they reside.

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

• Audited financial statements, on or before the earlier of:
  • The 120th 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 60th 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.
• For a reporting issuer other than a venture issuer (a venture issuer being an issuer that does not have any of its securities listed on the TSX, Aequitas NEO Exchange Inc., a US marketplace or a marketplace outside of Canada and the US, subject to certain exemptions), please see "Toronto Stock Exchange - 4. Continuing obligations/periodic reporting".

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 TSXV. 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. In any case, the TSXV encourages companies to implement a number of procedures to guard against insider trading, such as:

• Educate directors, management, employees and consultants with respect to the legal and regulatory restrictions on trading on undisclosed material information and the legal and regulatory implications of "tipping" and insider trading.
• Restrict, control and monitor access to all material information relating to the business and affairs of the company, its associates and affiliates, until any previously undisclosed material information is properly disseminated to the public.
• Require all insiders and all other persons in a "special relationship" to the company who have access to or might reasonably be believed to have access to undisclosed material information relating to the company, to refrain from trading in the company's securities until the material information has been properly disseminated to the public.