– *updated September 25, 2023 –
There 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 two tables below set-out the listing requirements for Tier One and Tier Two of the TSX Venture Exchange (TSXV) for Industrial, Technology, Life Sciences, Real Estate and Investment Companies.
We are always open to talk to corporate executives who are considering listing on the TSXV. The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company 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 – Tier One – Industrial, Technology, Life Sciences, Real Estate and Investment Companies Listing Requirements
| Requirements | Industrial, Technology & Life Sciences | Real Estate | Investment |
|---|---|---|---|
| Net Tangible Assets or Revenue | C$5,000,000 net tangible assets; or C$5,000,000 revenue. If no revenue, two year management plan demonstrating reasonable likelihood of revenue within 24 months. | C$5,000,000 net tangible assets | C$10,000,000 net tangible assets |
| 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 18 months following listing. | Adequate to carry out stated work plan or execute business plan for 18 months following listing. |
| Minimum Additional Working Capital | C$200,000 | C$200,000 | C$200,000 |
| Property | Significant interest in business or primary assets used to carry on business. | Significant interest in real property. | No requirement. |
| Prior Expenditure and Work Program | History of operations or validation of business. | No requirement. | Disclosed investment policy. |
| # of Public Board Lot Holders | 250 | 250 | 250 |
| Minimum Free Trading Public Float | 1,000,000 shares. | 1,000,000 shares. | 1,000,000 shares. |
| Minimum % of Issued and Outstanding Listed Shares Held by Public(2) | 20% | 20% | 20% |
| Market value of Issued Securities to be Listed | No minimum | No minimum | No minimum |
| Minimum IPO Price Conducted Concurrent to Listing | C$0.10 | C$0.10 | C$0.10 |
| Sponsor | No(1) | No(1) | No(1) |
Note: (1) The TSX may require sponsorship when business is located outside of North America or its deems independent due diligence is required.
(2) If less than 25 shareholders hold more than one-half of the Public Float (a “tight float”), the TSXV may also require further distribution.
TSX-V – Tier Two – Industrial, Technology, Life Sciences, Real Estate and Investment Companies Listing Requirements
| Requirements | Industrial, Technology & Life Sciences | Real Estate | Investment |
|---|---|---|---|
| Net Tangible Assets or Revenue or Arm’s Length Financing | C$750,000 net tangible assets; or C$500,000 revenue; or C$2,000,000 arm’s length financing. If no revenue, two year management plan demonstrating reasonable likelihood of revenue within 24 months. | C$2,000,000 net tangible assets; or $3,000,000 arm’s length financing | C$2,000,000 net tangible assets; or $3,000,000 arm’s length financing |
| Minimum Cash in Treasury | Adequate to carry out stated work plan or execute business plan for 12 months following listing. | Adequate to carry out stated work plan or execute business plan for 12 months following listing. | Adequate to carry out stated work plan or execute business plan for 12 months following listing. |
| Minimum Additional Working Capital | C$100,000 | C$100,000 | C$100,000 |
| Property | Significant interest in business or primary assets used to carry on business. | Significant interest in real property. | No requirement. |
| Prior Expenditure and Work Program | History of operations or validation of business. | No requirement. | Disclosed investment policy and 50% of available funds must be allocated to at least 2 specific investments. |
| # of Public Board Lot Holders | 200 | 200 | 200 |
| Minimum Free Trading Public Float | 500,000 shares. | 500,000 shares. | 500,000 shares. |
| Minimum % of Issued and Outstanding Listed Shares Held by Public (2) | 20% | 20% | 20% |
| Market value of Issued Securities to be Listed | No minimum | No minimum | No minimum |
| Minimum IPO Price Conducted Concurrent to Listing | C$0.10 | C$0.10 | C$0.10 |
| Sponsor | Yes(1) | Yes(1) | Yes(1) |
Note: (1) The TSXV may require sponsorship when business is located outside of North America or its deems independent due diligence is required.
(2) If less than 25 shareholders hold more than one-half of the Public Float (a “tight float”), the TSXV may also require further distribution.
The listing committee for the TSX Venture Exchange will also conduct a public interest standard review of all listing candidates, looking at such things as:
- The reputation and past conduct of all directors, officers, and majority stockholders.
- A minimum of two independent directors.
- Characteristics unique to the company or its business.
- The distribution and spread of the stock of the company (capital structure).
- Less than 20% of the issued and outstanding stock of the company held by pro-groups at the time of listing.
The TSX Venture Exchange, in determining the history of operations or validation of the business, looks at whether the company:
- Can provide evidence that the company’s services or products have been ongoing for at least 12 months or that the company has spent a minimum of $250,000 on the development of its services or products (excluding general and administrative expenses).
- Will expend not less than $500,000 on the development or commercialization of the company’s services or products over the 12 months post-listing (use of available proceeds).
- Has a working prototype or beta version of the company’s services or products that reasonably demonstrates that the development of the final services or products with expected functionality is possible.
- Can provide evidence that within 12 months of listing, the company will have a service or product at the commercialization stage, and within 24 months of listing, the company will be generating revenues from the sale of such services or products.
- Can provide evidence of a joint venture or collaborating arrangement with a credible third party in respect of the development of its service or product.
- Can provide evidence that it has principals/founders who have a successful track record in developing services or products within the same or similar industry.
- Will complete a concurrent arm’s-length financing of not less than $2 million.*
Note: * The TSX Venture Exchange may require a company to raise significantly more than $2 million depending on the number of shares held or to be held by insiders.
The company’s board of directors must agree to abide by the corporate governance requirements of the TSX Venture Exchange.
In addition to the foregoing, the TSX Venture Exchange has different listing standards for Capital Pool Companies and mining companies. A copy of the complete listing policy of the TSX Venture Exchange is available here: Listing Policy.
_________
Other Articles You May Find of Interest:
- Master Chart of the Listing Requirements of the NYSE, NYSE-MKT, Nasdaq, TSX, TSX Venture Exchange, Cboe Canada and CSE – September 25, 2023
- Listing Requirements of the New York Stock Exchange – September 25, 2023
- Listing Requirements of the Toronto Stock Exchange – Industrial, Tech., Research & Dev. Issuers – September 25, 2023
_________