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

To qualify for listing as a Tier 1 Company (the Tier 2 requirements are generally less strict), a company typically must meet at least one of the following tests:

Working capital & financial resources

• Adequate working capital and financial resources to carry out its stated work program or execute its business plan for 18 months following listing.
• C$200,000 (approx. US$150,920) in unallocated funds (C$100,000 (approx. US$75,460) for Tier 2). 

Mining companies

• C$2 million (approx. US$1.51 million) in net tangible assets.
• A material interest in a Tier 1 property.
• A work program with an initial phase of no less than C$500,000 (approx. US$377,300), as recommended in a geological report.
• Satisfaction of other Tier 1 property requirements, as applicable.
• A geological report recommending completion of the work program. 

Oil & gas

• For an exploration company, C$3 million (approx. US$2.26 million) in reserves, of which a minimum of C$1 million (approx. US$754,600) must be proved developed reserves and the balance probable reserves; or for a producing company, C$2 million (approx. US$1.51 million) in proved developed reserves.
• For an exploration company, satisfactory work program of no less than C$500,000 (approx. US$373,622), which can reasonably be expected to increase reserves as recommended in a geological report.
• A geological report recommending completion of the work program. 

Industrial, technology or life sciences

• C$5 million (approx. US$3.77 million) in net tangible assets or C$5 million (approx. US$3.77 million) in revenue.
• A significant interest in the business or the primary assets used to carry on the business.
• A history of operations or validation of the business.
• If no revenue, a two-year management plan demonstrating reasonable likelihood of revenue within 24 months.

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

Share price. An issuer listed on the TSX Venture Exchange (TSX-V) is obliged to sell any securities in its initial public offering for a minimum of C$0.05 (approx. US$0.04) per security (certain exceptions apply).

Distribution. To list its securities, a Tier 1 Company must have:

• Public float of 1 million shares.
• 250 public shareholders, each holding a board lot and having no resale restrictions on their shares.
• 20% of issued and outstanding shares in the hands of public shareholders.

Operating history. In most cases, TSX Venture does not require a specific length of operating history.

Management. All management and insiders will be subject to completing personal information forms and consenting to background checks.

Sponsorship. Subject to certain exceptions, TSX Venture applicants must be sponsored by a dealer member.

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

TSXV Passport Listing Process

A new passport listing process fast-tracks the listing of advanced applicants that meet specified criteria. Applicants must meet the minimum listing requirements and have working capital and financial resources of a minimum of C$500,000 (approx. US$373,622) and either (a) complete a minimum of C$10 million (approx. US$7.55 million) majority arm's length equity financing in connection with the listing application; or (b) have a market capitalization of at least C$50 million (approx. US$37.73 million) at the time of listing and meet certain thresholds of revenue and arm's length equity financing.

[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-V.

Link to Timetable

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

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-V 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. The initial listing fee ranges from C$10,000 to C$70,000 (approx. US$7,546 to US$52,822), depending on the deemed value of shares involved. Additional shares listed subsequently will require additional payments. The annual sustaining fee ranges from C$5,500 to C$90,000 (approx. US$4,150 to US$67,914), depending on the market capitalization.