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

In making its application to list on the TSXV, an applicant must file a number of documents, which can be grouped into initial submission documents and final filings. (For a new TSXV passport listing process (the TSXV Passport System) that expedites the listing of eligible advanced applicants that meet specified criteria, please see "6. Specific Situations".)

Initial submission documents

A company must file with the TSXV in connection with its initial submission for an application for listing:

• A letter requesting conditional acceptance of the listing of securities that:
  • Specifies the applicable industry and category for which the company is applying for listing.
  • Where applicable, identifies any required waiver or exemptive relief application made (or to be made) pursuant to applicable exchange requirements and securities laws.
  • Identifies three choices for a stock symbol root, listed in order of preference.
• A Form 2J (security holder information).

In addition, a company may potentially be required to file a number of additional initial submission documents, including:

• Prospectus. If the application for listing is made concurrently with a prospectus offering, a copy of the preliminary prospectus. The prospectus must include a considerable amount of information. The main subject headings include:

• Listing application. If the application for listing is not being made concurrently with a prospectus offering, a "qualifying transaction," a "reverse takeover" or a "change of business," a draft listing application (Form 2B) which:
  • Provides prospectus level disclosure, unless the issuer has been a reporting issuer in Canada or been subject to equivalent continuous disclosure requirements in a foreign jurisdiction for at least one year, and its continuous disclosure record is available or will be made available on the System for Electronic Document Analysis and Retrieval (SEDAR+).
  • Includes certain required financial statements, and, if the company's securities have been listed or quoted elsewhere, includes those financial statements filed in the last year with the applicable exchange, quotation system or regulator pursuant to that listing or quotation.
  • Provides a certified list of all security holders from the company's transfer agent and registrar, together with a report from each depository on securities held by intermediaries and a list of major beneficial holders of securities.

  Along with the listing application, the company must also provide:

  • A preliminary sponsor report, if applicable.
  • A personal information form or declaration and a consent for disclosure of criminal record information form from each director, officer, promoter and other insider of the company (or, if not an individual, each director, officer and control person of that entity). If an individual has already submitted a personal information form to the TSX or TSXV in the prior 60 months, he or she only needs to complete a declaration that there have been no substantial changes to the form, together with a release form relating to consent to disclosure of criminal record information.
• Mining and oil and gas companies. If the company is in the mining or oil and gas industry segment, a geological report for each of its principal properties, which must include recommendations for exploration and/or development work.
• Industrial, technology or life sciences companies. If the company is in the industrial, technology or life sciences industry segment:
  • If the company has not yet generated net income from its business in the amount referred to in the initial listing requirements, a comprehensive business plan with forecasts and assumptions for the next 24 months.
  • If any technology or life sciences issuer has a research and development program, a description of the research and development conducted to date and recommended research and development work program.
• Financial statements. Except as otherwise required, copies of any audited and unaudited financial statements of the company (signed by two directors on behalf of the full board), together with any applicable consents and consent letters, except where the financial statements have already been filed on SEDAR+.

  Currently, financial statements are generally required to be prepared according to International Financial Reporting Standards, as applicable in Canada.

• Plans. A copy of all stock option or security purchase plan and any other agreement under which securities may be issued and, if the issuer is instituting a dividend re-investment plan (DRIP), a final copy of the executed DRIP and a copy of the board resolution approving the DRIP.
• Material contracts. A list of all material contracts, together with a copy of any material contract that the company has entered into (and any draft material contract which the issuer expects to enter into) relating to:
  • The issuance of securities.
  • Non-arm's length transactions.
  • The assets upon which the listing will be based.
• Valuation report. If applicable, a valuation or appraisal report prepared by a qualified individual in accordance with industry standards.
• Properties. If the company's principal properties or assets are located outside Canada or the United States, the TSXV will generally require a title opinion or other appropriate confirmation of title.
• Reconciliation of corporate matters. A non-Canadian applicant may be required to provide a jurisdictional reconciliation requested by the TSXV. Specifically:
  • The TSXV may request that the applicant complete a reconciliation of its constituent documents and the corporate or equivalent law regimes of its home jurisdiction with that of the Canada Business Corporations Act.
  • The TSXV will review any requested reconciliation to determine whether any significant deficiencies exist with respect to overall market and investor protections, when compared with similar Canadian provisions.
  • The TSXV may, as a result of its review, also require the applicant to amend its articles, by-laws, any declaration of trust or equivalent document in order to address any of the significant deficiencies.
• Listed warrants and restricted voting securities.
  • If the company is listing restricted voting securities, a copy of the take-over bid protection agreement ("coattails" trust agreement).
  • If the company is listing warrants and the warrant holders are entitled to purchase listed securities, a copy of the warrant trust indenture.

Final filings

Further documents are also required under the final filing requirements for the TSXV. Please feel free to contact us in our Toronto office for details.

Application fee

The company must pay the applicable minimum non-refundable listing fee (see section 8 below).

Listing representations

Note that any representation, written or oral, that a security will be listed on the TSXV (or that application has been or will be made to list a security on the TSXV) must comply with securities laws.

Regulatory review

The TSXV will review the submissions and may require the company to respond to questions or comments and may request additional documents. If the company is using a prospectus, it will be subject to review by applicable Canadian securities regulatory authorities.

Timetable

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

Link to Timetable

As mentioned above, the TSXV conducts background checks on key corporate personnel of listing applicants. If these individuals live abroad (as is often the case with foreign companies), this process can take more time than for domestic companies.