Category: Canada

CANADIAN miner Lion One Metals, owner and operator of Tuvatu Gold Mine in Nadi, has reported an operating income of $C6,302,540 ($F10.5m) on the back of a $C17,993,020 ($F28.7m) revenues from gold sales for the quarter ended December 31, 2024.

The numbers represented increases of 312per cent and 72per cent respectively compared to the previous quarter and were attributed mainly to increases in gold production at the mine.

“The company is ramping up production at the Tuvatu gold mine in Fiji and this dramatic increase in mine operating income is primarily due to an increase in gold production,” Lion One announced early this month at the Toronto Stock Exchange (TSX), where it is listed.

“The company has achieved consistent quarter-over-quarter improvements in gold grades and gold recoveries since the Tuvatu processing plant was commissioned in early 2024, culminating in the record gold revenue reported for Q4 calendar year (CY) 2024.”

Lion One, founded and chaired by global mining magnate Walter Berukoff, had struck gold bonanza during its first year of mining at its Tuvatu project last year, culminating to a record quarterly gold sales of $C17,993,020 ($F28.7m) from 4741 ounces of gold sold during Q4 CY2024, according to its TSX January filing.

“Lion One Metals sold approximately 4741 oz of gold and 841 oz of silver during the three-month period ending December 31, 2024,” the company stated.

Gold revenue for the quarter was enhanced by higher gold prices, improved gold grades and recoveries, and the addition of unsold gold from the previous quarter, the company added.

The mine, whose gold system is deemed comparable to that of regional giants such as Barrick Gold’s 25-million oz. Porgera mine and Newmont’s 40-million oz.-plus Lihir mine in Papua New Guinea, is currently being expanded to 600 tonnes daily by next year.

“2024 was a pivotal year for Lion One Metals as we brought the Tuvatu mine in Fiji into production at the pilot plant level,” chairman Berukoff said.

“We are delighted to have achieved consecutive increases in production every quarter throughout 2024, culminating in a record $C18.0M of quarterly revenue at the end of the year.

“As we continue to develop the mine and unlock the higher-grade portions of the deposit, we look forward to continuing this trend of increased production at Tuvatu, and ultimately doubling our plant capacity from 300 tpd to 600 tpd in 2026.”

Lion One Metals had also implemented an aggressive cost-cutting program during the six months ended December 2024, which it said resulted in a 13 per cent reduction in cost of sales per ounce of gold for Q4 CY2024 compared to the previous quarter, with more savings expected this year.

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.

[View source.]

Stephen Pincus and Brad Ross are partners at law firm Goodmans LLP.

The trade war with the U.S. has drawn Canadians’ attention to the need to strengthen our economy and make it less reliant on others. That cannot be done without fixing our broken capital markets.

During the past 20 years, the number of operating companies listed on the Toronto Stock Exchange has dropped by more than 35 per cent. Over that period, the three-year average number of TSX operating company IPOs has dropped from 40 to less than two per year, and the average amount raised on those IPOs has dropped from $3.5-billion to less than $1-billion per year. The decline is stunning.

This is a major problem for Canada’s businesses and our economy as a whole. It also directly harms Canadian families and retirees. The weakness of Canada’s capital markets and resulting reliance on foreign sources of capital threatens the country’s economic sovereignty.

The lack of healthy domestic public markets hinders access to capital for Canadian businesses. This makes it more difficult for them to improve productivity and remain competitive. It also forces Canadian businesses to seek capital elsewhere. Large companies may be able to access the U.S. public markets, but this means foreign ownership and regulation by the U.S. government. Smaller and medium-sized companies must rely on private capital – often also from foreign sources – which typically involves limited investment time horizons, significant debt burdens and less transparency than the public markets.

Then things get worse. Private owners need to monetize their investments. If a Canadian IPO is not viable, the typical exit path would be the sale of the Canadian business to a foreign company or private investor. Foreign ownership costs Canada our head offices, our human capital and our intellectual property. The flight of intellectual property discourages its future development, and the knock-on effects of this may be felt for generations.

Most Canadians are not able to directly invest in private equity firms or private companies. Without a broad range of stock-exchange listed Canadian businesses to invest in, Canadian families have limited investment opportunities. This problem especially affects retired Canadians who rely on income-generating investments. The decline of Canada’s public capital markets thus increases economic inequalities between the wealthiest Canadians, who can invest privately, and average Canadians, who rely on the public markets.

Provincial securities regulators can help by removing some of the barriers to companies going public and remaining public in Canada. These changes are important, but studies have shown that alone they are unlikely to reverse the downward trend.

We need our federal government to kick-start the reversal by using fiscal and tax policy to encourage businesses to list and stay listed on Canadian stock exchanges, and to incentivize Canadians to invest in them. A range of potential creative solutions – some based on adapting successful precedents – are available for different types of businesses and industries.

Investors in some resource exploration and development companies, for example, can convert potential future losses into current capital where the companies “flow through” those losses to their shareholders. Such “flow through” structures could be adapted to encourage investment in publicly listed technology and other growth-oriented companies. This could ignite fresh capital markets activity in a critical sector of the Canadian economy.

On the other hand, for retirees and other Canadians who need investments that yield steady cash flow, it may be worth adapting a “made in Canada” capital markets product that was highly popular in the early 2000s: the income trust. The vast majority of TSX IPOs in this period used this structure, which not only enabled mature Canadian businesses to access capital and grow but also attracted non-Canadian businesses to list on the TSX. Concerns about potential tax leakage could be addressed by limiting the use of this structure to smaller and medium-sized companies.

Other potential solutions could include reduced corporate tax rates for companies that go public, capital-gains tax relief for share sales after an IPO, accelerated tax deductions for IPO costs, and other tax credits or incentives for investment in small and medium-sized public companies.

So long as our capital markets are unattractive to companies and investors, the Canadian economy will remain vulnerable to attack. If we soon head into a federal election as expected, we should call on all parties to seize this opportunity and propose ways to revitalize our Canadian capital markets. Our economic sovereignty depends on it.

Swiss Re has entered an agreement to sell its entire 10.05% stake in Definity Financial, comprising 11,647,217 common shares.  

The shares are being sold by Swiss Re Investment Holdings Company through an underwritten block trade, with the deal closing on 19 March 2025. 

Swiss Re sold the shares at C$56.20 apiece, resulting in total proceeds of approximately C$655m.  

This transaction is underwritten by CIBC Capital Markets and National Bank Financial.  

In March 2024, Swiss Re and its subsidiary, Swiss Re Investments Holding Company, acquired 197,217 common shares of Definity through the Toronto Stock Exchange at an average price of C$46.25 each. 

Before the March 2024 acquisition, Swiss Re’s stake in Definity was approximately 9.88%. The purchase increased its holding to the current 10.05%.  

Swiss Re Group CEO Andreas Berger said: “We are very impressed with the significant progress Definity has made since its IPO [initial public offering] in November 2021 and continue to value the ongoing business relationship with the company.  

“Swiss Re continues to be a strong believer in Definity’s path towards becoming a leading P&C [property and casualty] insurer in Canada. The sale was done in the context of a regular review and rebalancing of Swiss Re’s investment portfolio and is consistent with the Group’s overall investment strategy across equity and alternative investments.” 

Swiss Re reported net income of $3.2bn (SFr2.82bn) in 2024, with the fourth quarter contributing $1.1bn.  

The P&C Reinsurance division reported net income of $1.2bn for the year, while the Life & Health Reinsurance division’s net income stood at $1.5bn. 

Earlier this month, the company appointed Kera McDonald as its new group chief underwriting officer, with her tenure set to commence on 1 June 2025.  

Sign up for our daily news round-up!

Give your business an edge with our leading industry insights.

Canadian e-commerce giant Shopify is moving its U.S. stock market presence from the New York Stock Exchange (NYSE) to the Nasdaq. 

The transition will take effect on Monday, 31 March 2025, with trading on the NYSE ceasing at market close on Friday, 28 March. However, Shopify’s listing on the Toronto Stock Exchange (TSX) will remain unchanged, while the company continues to trade under the ticker symbol “SHOP” on both exchanges.

The statement read: “Shopify expects that its Class A Subordinate Voting Shares will cease trading on the NYSE at market close on Friday, March 28, 2025 and that its Class A Subordinate Voting Shares will commence trading on the Nasdaq on Monday, March 31, 2025.

Shopify’s listing on the Toronto Stock Exchange (“TSX”) will not be impacted, and its Class A Subordinate Voting Shares will continue to be listed under the ticker symbol “SHOP” on both the TSX and Nasdaq.”

The company did not provide a specific reason for the switch in its filing with the U.S. Securities and Exchange Commission (SEC). However, a spokesperson for Shopify stated, “We’re excited to join the Nasdaq community and be listed among the most innovative tech companies in the world.”

This change comes as Shopify stands on strong financial performance. In its latest quarterly report, the company posted a 31% year-on-year revenue increase, bringing in $2.8 billion in Q4 2024. Shopify’s market capitalisation now stands at $121 billion, a 55% surge compared to the previous year.

The move to Nasdaq places Shopify alongside some of the world’s biggest technology firms. Nasdaq is often favoured by tech companies due to its high concentration of growth-oriented businesses and advanced trading infrastructure. 

While companies switch exchanges for various reasons, ranging from cost savings to strategic positioning, Shopify’s decision is in alignment with Nasdaq’s reputation as a hub for innovation-driven firms.

Shopify, which provides digital infrastructure for millions of businesses globally, has been steadily expanding its influence in the e-commerce sector. The company’s platform powers brands like SKIMS, Supreme, and Meta.