Listing Requirements of the TSX Venture Exchange (TSX-V) – Exploration and Mining Companies

– * last updated August 30, 2015 –

 TSX Venture Exchange Mining Listing RequirementsThere are two tiers on the TSX Venture Exchange. Tier One is aimed at larger more established companies. Tier One companies have certain listing benefits not available to more junior companies listed on Tier Two of the TSX Venture Exchange. Tier Two companies are generally early stage or junior companies which the TSX Venture Exchange believes need a bit more guidance than Tier One companies. The table below sets-out the listing requirements for Tier One and Tier Two of the TSX Venture Exchange (TSX-V) for Exploration and Mining Companies.

We are always open to talk to corporate executives who are considering listing on the TSX-V.  The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company desiring to list is strong in all listing categories but for one.  Do feel free to book an appointment with us if you need assistance to determine if your company qualifies to list on the TSX-V or other exchange.

TSX-V – Exploration and Mining Companies Listing Requirements

Requirements In Production Mining Companies (Tier 1) Pre-Production Feasibility Stage Mining Companies (Tier 2)
Property Requirements Material interest in a Tier 1 property(1) Significant interest(2) in a qualifying property or, at discretion of the Exchange, a right to earn a significant interest in a qualifying property.
Recommended Work Program $500,000 on the qualifying property as recommended by geological report $200,000 on the qualifying property as recommended by geological report
Net Tangible Assets $2,000,000 net tangible assets No requirement
Minimum Prior Expenditure and Work Program N/A C$100,000 of exploration expenditures on the qualifying property in the past three years
# of Public Board Lot Holders 250 200
Minimum Free Trading Public Float 1,000,000 shares. 500,000 shares.
Minimum % of Issued and Outstanding Listed Shares Held by Public 20% 20%
Market value of Issued Securities to be Listed No minimum No minimum
Minimum IPO Price Conducted Concurrent to Listing C$0.10 C$0.10
Minimum Cash in Treasury Adequate to carry out stated work plan or execute business plan for 18 months following listing. Adequate to carry out stated work plan or execute business plan for 12 months following listing.
Minimum Additional Working Capital C$200,000 C$100,000
Sponsorship Required Yes(3) Yes(3)
Form 43-101 Geological Report Yes. Yes.

Notes:

  1. “Tier 1 property” means a property that has substantial geological merit and is:
    • a property in which the Issuer holds a material interest;
    • a property on which previous exploration, including detailed surface geological, geophysical and/or geochemical surveying and at least an initial phase of drilling or other detailed sampling (such as trench or underground opening sampling), has been completed;
    • a property on which drilling or other detailed sampling on the property has identified potentially economic or economic materialization; and
    • an independent geological report recommends a minimum $500,000 Phase 1 drilling (or other form of detailed sampling) program based on the merits of previous exploration results; or an independent, positive, feasibility study demonstrates that the property is capable of generating positive cash flow from ongoing operations.
  2. Significant interest means the company holds or have the right to earn and maintain a 50% interest in the property. Companies holding less than a 50% interest will be considered on a case-by- case basis looking at program size stage of advancement of the property and strategic alliances.
  3. The TSX may waive the sponsorship requirement if sufficient 3rd party due diligence has been conducted (ie. underwriter review in concurrent initial public offering.)

The listing staff of the TSX Venture Exchange will also look at the suitability of all officers, directors and stockholders holding 10% or more of the company’s stock. Companies must have at least two independent directors. All companies listed on the TSX Venture Exchange must agree to abide by the corporate governance requirements of the exchange. For the listing criteria of exploration and mining companies on the TSX, go to the TSX Venture Exchange website: TSX – Listing Requirements for Exploration & Mining Companies

For the listing criteria of technology, industrial and research and development companies click here or go to the TSX Venture Exchange website.  TSX – Industrial, Technology, Research & Development.

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Other Articles You May Find of Interest:

 

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    Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.

    Listing Requirements of the Toronto Stock Exchange (TSX) – Exploration and Mining Companies

    – *updated August 31, 2015 –

    TSX Venture Exchange Mining Listing RequirementsThe Toronto Stock Exchange has different listing requirements for natural resource, finance, and industrial and technology companies.  The attached chart addresses the requirements of exploration and mining companies only.

    We are always open to talk to corporate executives who are considering listing on the TSX.  The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company desiring to list is strong in all listing categories but for one.  Do feel free to book an appointment with us if you need assistance to determine if your company qualifies to list on the TSX or other exchange.

    TSX – Exploration and Mining Companies Listing Requirements

    Requirements In Production Mining Companies (TSX Exempt) Pre-Production Feasibility Stage Mining Companies (Non-Exempt Producer) Exploration and Development Mining Companies (Non Exempt Exploration & Development Stage)
    Property Requirements 3 years proven and probable reserves as estimated by an independent qualified person. 3 years proven and probable reserves as estimated by an independent qualified person. If not in production, a production decision made. Advanced Exploration Property. Minimum 50% ownership in the property.
    Recommended Work Program Commercial level mining operations. Bringing the mine into commercial production. $750,000 on advanced exploration property as recommended in independent technical report.
    Net Tangible Assets $7,500,000 $4,000,000 $3,000,000
    Pre-Tax Cash Flow Last Year $700,000 in last fiscal year and average of $500,000 for past two fiscal years. N/A N/A
    Profitability Pre-tax profitability from ongoing operations in last fiscal year. Evidence indicating a reasonable likelihood of future profitability supported by a feasibility study or historical production and financial performance. N/A
    # of Public Board Lot Holders 300 300 300
    Minimum Free Trading 1,000,000 1,000,000 1,000,000
    Public Float
    Value of Free Trading Public Float C$4,000,000 C$4,000,000 C$4,000,000
    Market value of Issued Securities to be Listed
    Minimum Cash in Treasury N/A Sufficient to bring the property into commercial production. Sufficient to complete recommended programs, plus 18 months G&A, anticipated property payments and capital expenditures.
    Minimum Additional Working Capital Adequate working capital to carry on the business. Adequate for all budgeted capital expenditures and to carry on the business. C$2,000,000
    Sponsorship Required No Yes(1) Yes(1)
    Form 43-101 Technical Report Yes. Yes. Plus management prepared 18 month projection (by quarter of sources and use of funds, signed by CFO. Yes. Plus management prepared 18 month projection (by quarter of sources and use of funds, signed by CFO.

    Note: (1) The TSX may waive the sponsorship requirement if sufficient 3rd party due diligence has been conducted (ie. underwriter review in concurrent initial public offering.)

    The listing staff of the Toronto Stock Exchange will also look at the suitability of all officers, directors and stockholders holding 10% or more of the company’s stock. Companies must have at least two independent directors. They must also have a Toronto Stock Exchange participating organization sponsor their listing unless they meet the senior company listing criteria.

    All companies listed on the Toronto Stock Exchange must agree to abide by the corporate governance requirements of the exchange.

    For the listing criteria of technology, industrial and research and development companies click here or go to the TSX website.  TSX – Industrial, Technology, Research & Development.

    _________

    Other Articles You May Find of Interest:

      _________

      Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.