Venture Law Corporation

– Updated February 14, 2022 –

It is difficult to find information on the internet about the cost of listing on a stock exchange or getting a quote on an over-the-counter trading market in North America. It is equally difficult to find information about the annual sustaining fees you can expect once listed or quoted.

Where you decide to have your stock trade after a major capital raise is a combination of whether you meet the eligibility requirements for listing on a particular platform and a business decision. Knowing the full cost of listing and annual sustaining fees is necessary to make this an informed business decision.

Below is the breakdown of the listing fees and annual sustaining fees associated with the Canadian Securities Exchange; OTC Markets, TSX Venture Exchange, NASDAQ Capital Markets and NYSE American as of February 14, 2022. There are other stock exchanges issuers may want to consider. These are, however, the markets most likely to be considered by issuers undertaking a Regulation A financing, or by issuers involved in the tech and biotech industries. All amounts are in Canadian dollars unless otherwise noted with a US dollar sign. Currency conversion rate for all numbers based on today’s bank rate US$1 = C $1.2911.

The Listing Fees and Annual Sustaining Fees of the Canadian Securities Exchange (CSE)

Listing Fees

Application Fee: $15,000 ($5,000 due on application and remainder prior to listing). If the issuer is listing through completion of a fundamental change transaction or a change of business the fee is $20,000 ($5,000 due on application and remainder prior to listing).

Annual Sustaining Fee

The CSE uses a flat rate fee determined by market capitalization as follows:

• Less than $10 million – monthly $750 ($9,000 annual cost)
• $10 million to less than $25 million – monthly $1,000 ($12,000 annual cost)
• $25 million to less than $100 million – monthly $1,250 ($15,000 annual cost)
• Greater than $100 million – monthly $1,500 ($18,000 annual cost)

The Listing Fees and Annual Sustaining Fees of the OTCQX⁽¹⁾

Listing Fees

• Application Fee: US$5,000 ($6,456)
• New Quote Annual Fee: US$23,000 ($29,695)
• DAD or PAL Fee: US$15,000 ($19,367) to US$150,000 ($193,670)(2)
• Manual Exemption Fee: US$3,700 ($4,777) to US$4,800 ($6,197)
• DTC Eligibility Related Costs: US$13,000 ($16,784)

Min: US$59,700  ($77,079) Max: US$195,800 ($252,797)

Annual Sustaining Fee

• OTCQX Annual Fee: US$23,000 ($29,695)
• DAD or PAL Fee: US$10,000 ($12,911) to US$100,000 ($129,110)
• Manual Exemption Fee: US$995 ($1,285) to US$1,465 ($1,891)

Min: US$33,995  ($43,890)  Max: US$121,465 ($160,697)

Note:  (1) If seeking quote on OTCQB application fee is US$5,000 and annual fee to US$14,000. DAD/PAL fee is eliminated. All other fees remain. Listing fee min: US$19,000 ($24,531). Annual fee min: US$14,000 ($18,075).
            (2) The OTCQX is an expensive proposition when adding to the DAD/PAL fee. See Merriman DAD engagement letter for an example of what services they provided for the US$162,400 initial DAD fee and ongoing $120,000 annual DAD Fee. The more complicated your business, the higher DAD/PAL fee you should expect to pay.

The Listing Fees and Annual Sustaining Fees of the TSX Venture Exchange

Listing Fees

• Application Preliminary Assessment: $2,500 (Payment to be applied toward the formal filing of the New Listing, CPC, QT, RTO or COB application) $5,000 non-refundable fee if a CPC initial listing
• New Listing/RTO/QT/CO:
• Deemed value of the shares issued of less than $6 million: $7,500 + 0.5% of the deemed value of shares issued (min $10,000 and max of $40,000)
• Deemed value of the shares issued greater or equal to $6 million: $30,000 + 0.1% of the deemed value of shares issued (max of $40,000)

 Min: $10,000  Max: $40,000

Annual Sustaining Fee

• Issuers with a market capitalization of $5 million or less: $5,200
• Issuers with a market capitalization of greater than $5 million and less than $100 million: $5,300 + $100 for each $1,000,000 in market capitalization or part thereof above $5 million to max of $14,800.
• Issuers with a market capitalization greater than $100 million and less than $440 million: $16,750 + $100 for each $1,000,000 in market capitalization or part thereof above $100 million to max of $50,750.
• Issuers with market capitalization of $440 million or above: $51,000 + $100 for each $1,000,000 in market capitalization or part thereof above $440 million to max of $90,000.

 Min: $5,200  Max: $90,000

The Listing Fees and Annual Sustaining Fees of the NASDAQ Capital Market (lowest tier)

Listing Fees

• Application Fee: US$5,000 (Payment to be applied toward final filing fee assessed.)
• New Listing:
• Issuers with total shares outstanding of 15 million of less: US$50,000 ($64,555)
• Issuers with total shares outstanding over 15 million: US$75,000 ($96,833)

 Min: US$50,000 ($64,555)  Max: US$75,000 ($96,833)

Annual Sustaining Fee

• Issuers with 10 million or less shares outstanding: US$44,000 ($58,099)
• Issuers with10+ million to 50 million or less shares outstanding: US$59,500 ($76,820.66)
• Issuers with over 50 million shares outstanding: US$81,000 ($104,579.20)

 Min: US$44,000 ($58,099) Max: US$81,000 ($104,579)

The Listing Fees and Annual Sustaining Fees of the NYSE American

Listing Fees

• Application Fee: US$5,000 (Payment to be applied toward final filing fee assessed.)
• New Listing:
• Issuers with total shares outstanding of less than 5 million: US$50,000 ($64,555)
• Issuers with total shares outstanding  5 million to 10 million: US$55,000 ($71,011)
• Issuers with total shares outstanding  10+ million to 15 million: US$60,000 ($77,466)
• Issuers with total shares outstanding over 15 million: US$75,000 ($96,833)

Min: US$50,000 ($64,555)  Max: US$75,000 ($96,833)

Annual Sustaining Fee

• Issuers with 50 million or less shares outstanding: US$50,000 ($64,555)
• Issuers with50+ million to 75 million or less shares outstanding: US$70,000 ($90,377)
• Issuers with over 75 million shares outstanding: US$70,000 ($90,377)

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