The Toronto Stock Exchange (“TSX”) has published for comment proposed amendments (the “Proposed Amendments”) to Part III – Original Listing Requirements and Part V – Special Requirements for Non-Exempt Issuers (“Part V”) of the TSX Company Manual (the “Manual”), including certain ancillary changes. Comments are due by May 5, 2025.
Proposed Amendments
The TSX recently conducted a review of its original listing requirements, which included a comparison of the requirements of other senior international exchanges, an analysis of previously granted waivers and exemptions and discussions with experts on sector-specific matters. The purpose of the review was to ensure that the rules: (i) continue to reflect the current needs and expectations of Canadian and global capital market participants; (ii) provide clear and pragmatic listing requirements; and (iii) reduce the need for discretionary waivers and exemptions, thereby reducing issuer burden, while maintaining sound requirements to protect marketplace quality.
Industrial companies
The TSX believes that the current subcategories under the “Industrial” category do not always align with the businesses of applicant issuers and are unconventional compared to the listing categories of the TSX’s peer exchanges. As a result, the TSX is proposing to change the name of the Industrial category to “Diversified” and to replace the existing subcategories with three new subcategories: (i) “Income & Revenue-Producing”; (ii) “Pre Income-Producing”; and (iii) “New Enterprise” (excluding special acquisition corporations (SPACs)). The TSX views the primary elements of a successful listing to be operations, adequate funding and market support, along with management and governance-related matters. The proposed new listing subcategories contain requirements that would provide applicants with flexibility to satisfy these criteria in a variety of ways that correspond to where they are in the business cycle.
The new requirements associated with the proposed subcategories are set out below.
Proposed Subcategories
Income & Revenue-Producing Companies (Exempt)
Operations
(a) annual audited pre-tax net income from continuing operations of C$750,000 (the “Income Test”); or
(b) annual audited revenue of C$10,000,000 (the “Revenue Test”).
Funding
(a) if the Income Test is met, evidence of an appropriate capital structure; or
(b) if the Revenue Test is met,
(i) positive pre-tax cash flow from operations in the most recently completed audited annual and interim financial statements; or
(ii) 12-month run rate calculation demonstrating sufficient funding for the period.
Market support
C$100,000,000 market capitalization.
New Enterprise Companies (Non-Exempt)
Operations
(a) management experience and expertise; and
(b) proof of business concept.
Funding
(a) equity raise of C$100,000,000 in the six months preceding the filing of the listing application along with a 12-month run rate calculation demonstrating sufficient funding to advance the project per stated targets identified in a feasibility report (the “12-month Test”); or
(b) a 24-month run rate calculation demonstrating sufficient funding to advance the project as per stated targets identified in a feasibility report (the “24-month Test”).
Market support
(a) if the 12-month Test is met, C$100,000,000 market capitalization; or
(b) if the 24-month Test is met, C$200,000,000 market capitalization.
Mining companies
The Proposed Amendments for mining companies would: (i) clarify certain terms; (ii) modernize certain requirements to better align with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”); and (iii) update certain monetary requirements to account for inflation and increase the required work program spend to better reflect current project costs. Other changes would include removing the net tangible asset requirement, adding a market capitalization requirement and framing the funding requirement in terms of a run rate calculation rather than a sources and uses of funds.
The revised criteria relating to mining companies is summarized below.
Proposed Amendments
Producing Mining Companies (Non-Exempt)
(a) proven and probable reserves to provide a mine life of at least three years on a Qualifying Property, detailed in a report by an independent qualified person, together with evidence satisfactory to the TSX indicating a reasonable likelihood of future profitability supported by a feasibility study or documented historical production and financial performance;
(b) either be in production or have made a production decision on the Qualifying Property referred to above;
(c) an 18-month run rate calculation demonstrating:
(i) sufficient funding to bring the Qualifying Property into commercial production; and
(ii) adequate working capital to fund all budgeted capital expenditures and carry on the business, signed by a qualified person;
(d) evidence of an appropriate capital structure; and
(e) market capitalization of at least C$50,000,000.
Mineral Exploration and Development-Stage Companies (Non-Exempt)
(a) an advanced property, detailed in a report prepared by an independent qualified person. The TSX will generally consider a Qualifying Property to be sufficiently advanced if it has or is supported by a current mineral resource estimate and/or a current reserve estimate, as defined in NI 43-101;
(b) planned work program of exploration and/or development, of at least C$5,000,000 that is satisfactory to the TSX, will sufficiently advance the property and is recommended by a qualified person;
(c) an 18-month run rate calculation demonstrating sufficient funds to:
(i) complete the planned program of exploration and/or development on the company’s property; and
(ii) meet estimated general and administrative costs, anticipated property payments and capital expenditures for the period, signed by a qualified person;
(d) evidence of an appropriate capital structure; and
(e) market capitalization of at least C$50,000,000.
Senior Mining Companies (Exempt)
(a) annual audited pre-tax net income from continuing operations in the fiscal year immediately preceding the filing of the listing application;
(b) pre-tax cash flow from operations of C$1,250,000 in the fiscal year immediately preceding the filing of the listing application and an average pre-tax cash flow from operations of C$900,000 for the two fiscal years immediately preceding the filing of the listing application;
(c) proven and probable reserves to provide a mine life of at least three years, detailed in a report prepared by an independent qualified person;
(d) adequate working capital to carry on the business and an appropriate capital structure; and
(e) market capitalization of at least C$100,000,000.
Oil and gas companies
The TSX is proposing significant increases to the proved developed reserves requirement and intends to restructure the listing requirements for oil and gas companies in the same manner as the Diversified category (i.e., to include requirements for operations (reserves), funding (production or cash flow) and market support (market capitalization)).
The revised criteria, which would include the removal of the “Oil and Gas Development Stage Companies” subcategory, is summarized below.
Proposed Amendments
Oil and Gas Companies (Non-Exempt)
(a) proved and probable reserves of C$100,000,000, the majority of which is proved;
(b) either (i) positive pre-tax cash flow from operations evidenced in the most recently completed audited annual and interim financial statements or (ii) a 12-month run rate calculation demonstrating sufficient funding for the period; and
(c) market capitalization of at least C$50,000,000.
Senior Oil and Gas Companies (Exempt)
(a) proved reserves of C$100,000,000;
(b) both (i) average production rate of 10,000 boepd for the most recently completed quarter and (ii) positive pre-tax cash flow from operations evidenced in the most recently completed audited annual and interim statements; and
(c) market capitalization of at least C$100,000,000.
Public float
The Proposed Amendments would remove the C$4 million public float requirement in sections 310, 315 and 320 of the Manual. Given the proposed minimum market capitalization requirements of C$50-$200 million (depending on the listing category), the TSX believes that the C$4 million public float requirement may no longer be viewed as a meaningful threshold impacting liquidity.
Sponsorship
The TSX is proposing to make the sponsorship requirements simpler and more transparent and to decouple sponsorship from the determination of whether an issuer is Exempt or Non-Exempt. Sponsorship would be required for all applications:
- submitted without the issuer having filed a prospectus for an offering of securities underwritten by a participating organization of the TSX within six months of the listing date, unless graduating from the TSX Venture Exchange;
- related to an emerging market jurisdiction;
- that involve governance issues for which the TSX requires additional commentary;
- that, based on the TSX’s review of management personal information forms and experience, require additional commentary; or
- that, based on the TSX’s review of title and ownership of a resource property, require additional commentary.
The TSX would maintain discretion to require sponsorship for other reasons.
Special requirements for Non-Exempt issuers
The TSX is proposing to remove Part V from the Manual. Part V is intended to protect minority security holders of Non-Exempt issuers in connection with transactions between the issuer and related parties that do not involve the issuance or potential issuance of listed securities. Since the implementation of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, security holders are protected under securities law, and the TSX believes that it would be redundant and burdensome for both issuers and TSX staff to continue to comply with Part V of the Manual.
What’s Next?
Subject to regulatory approval, the Proposed Amendments are expected to become effective in the second quarter of 2025. If the Proposed Amendments are implemented, the TSX intends to conduct a similar analysis of the continued listing requirements.
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