Toronto Stock Exchange – TSX
The Toronto Stock Exchange’s origin was believed to be from the Association of Brokers which was a group formed by Toronto businesspeople in 1852. In 1861 twenty-four brokers met in Toronto at the Masonic Hall to form the Toronto Stock Exchange. However, the exchange was not officially incorporated until 1878 by an act of the Legislative Assembly of Ontario. The Toronto Stock Exchange is owned by the TMX group and is the largest of Canada’s stock exchanges. Additionally, the TSX is the 8th largest stock exchange by market capitalization in the world totaling 3 trillion.
TSX Listings
As of September 2020, the TSX has 1,637 listings with 790 comprised of Exchange Traded Funds (“ETFs”). Below is a sector breakdown of the listings:Listed Issuers
Total Market Cap
# of listings
% of Listings
($ millions)
%
Clean Technology & Renewable Energy
31
2%
68,371
2%
Closed-End Funds
83
5%
21,604
1%
Communications & Media
21
1%
191,377
6%
Consumer Products & Services
69
4%
293,041
8%
SPAC
2
0.10%
547
0.02%
ETFs
790
48%
229,015
7%
Financial Services
75
5%
739,804
24%
Industrial Products & Services
120
7%
374,898
12%
Life Sciences
56
3%
31,964
1%
Mining
202
12%
469,979
15%
Oil & Gas
61
4%
97,646
3%
Real Estate
57
3%
91,253
3%
Technology
52
3%
281,367
9%
Utilities & Pipelines
18
1%
248,820
8%
Total
1,637
100%
3,085,686
100%
Geographically Speaking 96 (6%) listings are international companies with the most listings based in Ontario at 1,098 (67%), followed by British Columbia at 137 (8%), Alberta with 150 (9%) and Quebec at 121 (7%). Equally important the Prairies and Atlantic Canada account for 16 (1%) and 19 (1%) of the remaining listings.
TSX Listing Requirements
TSX listing requirements are broken down into three sectors:1. Industrial, Technology and Research & Development Companies
Earnings or Revenue
Cash Flow
Net Tangible Assets
Adequate Working Capital & Capital Structure
Cash in Treasury
Products & Services
Management & Board of Directors
Public Distribution and Market Capitalization
Sponsorship
TSX NON-EXEMPT TECHNOLOGY ISSUERS
Funds to cover all planned development expenditures, capital expenditures, and G&A expenses for one year.
Minimum $10,000,000 in the treasury, the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus.
Evidence (satisfactory to TSX) that products or services at an advanced stage of development or commercialization and that management has the expertise and resources to develop the business.
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 free trading public shares.
Minimum $10,000,000 held by public shareholders.
300 public shareholders each holding a board lot.
Minimum $50,000,000 market capitalization.
Minimum $10,000,000 held by public shareholders.
300 public shareholders each holding a board lot.
Minimum $50,000,000 market capitalization.
Sponsor Report may be required (generallynot required for IPOs or TSXV Graduates).
TSX Non-EXempt Research and Development (R&D) Issuers
Funds to cover all planned R&D expenditures, capital expenditures and G&A expenses for two years.
Minimum $12,000,000 in the treasury, the majority of whch has been raised by the issuance of securities qualified for distribution by a prospectus.
Minimum two year operating history that includes R&D activities. Evidence (satisfactory to TSX) of technical expertise and resources to advance its research and development programme(s).
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 free trading public shares.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Sponsor Report may be required (generallynot required for IPOs or TSXV Graduates).
TSX Non-Exempt Forecasting Profitability
Evidence of earnings from on-going operations for the current or next fiscal year of at least $200,000 before tax and extraordinary items.
Evidence of pre-tax cash flow for the current or next fiscal year of at least $500,000.
$7,500,000
Working capital to carry on the business, and an appropriate capital structure.
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 free trading public shares.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Sponsor Report may be required (generallynot required for IPOs or TSXV Graduates).
TSX Non-Exempt Profitable Issuers
Earnings from on-going operations of at least $200,000 before tax and extraordinary items in the last fiscal year.
Pre-tax cash flow of $500,000 in the last fiscal year.
$2,000,000
Working capital to carry on the business, and an appropriate capital structure.
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 free trading public shares.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Sponsor Report may be required (generallynot required for IPOs or TSXV Graduates).
TSX Exempt industrial Companies
Earnings from on-going operations of at least $300,000 before tax and extraordinary items in the last fiscal year.
Pre-tax cash flow of $700,000 in the last fiscal year, and an average pre-tax cash flow of $500,000 for the past two fiscal years.
$7,500,000
Working capital to carry on the business, and an appropriate capital structure.
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s business and industry as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 free trading public shares.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Minimum $4,000,000 held by public shareholders.
300 public shareholders each holding a board lot or more.
Not required
2. Mining Companies
Property Requirements
Recommended Work Program
Working Capital and Financial Resources
Net Tangible Assets, Earnings or Revenue
Other Criteria
Management & Board of Directors
Distribution, Market Capitalization and Public Float
Sponsorship
TSX Non-Exempt Exploration and Development Stage
Advanced Property detailed in technical report prepared by an independent qualified person. Minimum 50% ownership of property.
$750,000 on advanced exploration property as recommended in a technical report prepared by an independent qualified person.
Minimum $2,000,000 working capital and appropriate capital structure. Sufficient funds to complete planned programme meeting G&A costs, property payments and capital expenditures for 18 months.
$3,000,000 net tangible assets.
Management-prepared 18 month projection (by quarter) of sources and uses of funds detailing all expenditures and signed by CFO.
Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s mining projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 freely tradeable shares with market value of $4,000,000 held by at least 300 public holders, each with one board lot or more.
Sponsor Report may be required (generally not required for IPOs or TSXV Graduates).
TSX NON-EXEMPT Producer
At least three years proven and probable reserves as calculated by an independent qualified person (if not in production, a production decision made).
Bringing the mine into commercial production.
Sufficient funds to bring the mine into commercial production; plus adequate working capital for all budgeted capital expenditures and to carry on the business.
$4,000,000 net tangible assets; evidence indicating a reasonable likelihood of future profitability supported by a feasibility study or documented historical production and financial performance.
Management-prepared 18 month projection (by quarter) of sources and uses of funds detailing all expenditures and signed by CFO.
Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s mining projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 freely tradeable shares with market value of $4,000,000 held by at least 300 public holders, each with one board lot or more.
Sponsor Report may be required (generally not required for IPOs or TSXV Graduates).
TSX Exempt
At least three years proven and probable reserves as estimated by an independent qualified person.
Commercial level mining operations.
Adequate working capital to carry on the business. Appropriate capital structure.
$7,500,000 net tangible assets; pre-tax profitability from ongoing operations in last fiscal year; pre-tax cash flow of $700,000 in last fiscal year and average pre-tax cash flow of $500,000 for past two fiscal years.
Up-to-date, comprehensive technical report prepared by independent qualified person.
Management, including board of directors, should have adequate experience and technical expertise relevant to the company’s mining projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Minimum 1,000,000 freely tradeable shares with market value of $4,000,000 held by at least 300 public holders, each with one board lot or more.
Not required.
3. Oil & Gas (Exploration or Producing) Companies
Net Tangible Assets or Earnings
Working Capital and Financial Resources
Distribution, Market Capitalization and Public Float
Sponsorship
Property Requirements
Recommended WorkProgram
Management and Board of Directors
Other Criteria
TSX NON-EXEMPT OIL AND GAS DEVELOPMENT STAGE ISSUERS
No requirements.
Adequate funds to either:
(a) execute the development plan and cover all other capital expenditures & G&A and debt service expenses, for 18 months with a contingency allowance;
OR
(b) bring the property into commercial production, and adequate working capital to fund all budgeted capital expenditures and carry on the business.
Applicable to both (a) and (b)
18 month projection of sources and uses of funds signed by CFO; appropriate capital structure.
(a) execute the development plan and cover all other capital expenditures & G&A and debt service expenses, for 18 months with a contingency allowance;
OR
(b) bring the property into commercial production, and adequate working capital to fund all budgeted capital expenditures and carry on the business.
Applicable to both (a) and (b)
18 month projection of sources and uses of funds signed by CFO; appropriate capital structure.
At least 1,000,000 freely tradable shares with an aggregate market value of $4,000,000; minimum 300 public holders, each with one board lot or more.
Minimum market value of the issued securities that are to be listed of at least $200,000,000.
Minimum market value of the issued securities that are to be listed of at least $200,000,000.
Sponsor report may be required (generally not required for IPOs or TSXV Graduates).
Contingent resources of $500,000,000
Clearly defined development plan, satisfactory to TSX, which can reasonably be expected to advance the property.
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s oil and gas projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Up-to-date technical report prepared by an independent technical consultant (NI 51-101).
TSX NON-EXEMPT Oil and Gas Producing Issuers
No requirements.
Adequate funds to execute the program and cover all other capital expenditures and G&A1 and debt service expenses for 18 months with a contingency allowance; 18 month projection of sources and uses of funds signed by CFO; appropriate capital structure.
At least 1,000,000 freely tradable shares with an aggregate market value of $4,000,000; minimum 300 public holders, each with one board lot or more.
Sponsor report may be required (generally not required for IPOs or TSXV Graduates).
$3,000,000 proved developed reserves.
Clearly defined program
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s oil and gas projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Up-to-date technical report prepared by an independent technical consultant (NI 51-101).
TSX Exempt Oil and Gas Issuers
Pre-tax profitability from ongoing operations in last fiscal year. Pre-tax cash flow from ongoing operations of $700,000 in last fiscal year and average pre-tax cash flow from ongoing operations of $500,000 for the past two fiscal years.
Adequate working capital to carry on the business. Appropriate capital structure.
At least 1,000,000 freely tradable shares with an aggregate market value of $4,000,000; minimum 300 public holders, each with one board lot or more.
Not required
$7,500,000 proved developed reserves
Management, including the board of directors, should have adequate experience and technical expertise relevant to the company’s oil and gas projects as well as adequate public company experience. Companies are required to have at least two independent directors, a Chief Executive Officer (CEO), a Chief Financial Officer who is not also the CEO, and a Corporate Secretary.
Up-to-date technical report prepared by an independent technical consultant (NI 51-101).
In addition, TSX also offers Special Purpose Acquisition Corporation (“SPAC”) listings. You can learn more about SPACs here.
TSX Listing & Annual Fees
Following is an overview of listing and annual fees for the TSX. Keep in mind their are other associated fees in going public as well as the cost of being public.TSX Application Fee
There is a non-refundable application fee of $10,000 when submitting the application and will be subtracted from the listing fee.TSX Listing Fee
Base
Listing Capitalization
Base Fee
+Variable Fee Rate for Listing Capitalization in Excess of Base Listing Capitalization
$0
up to $5M
$10,000
0.142%
$5M
up to $10M
$17,100
0.137%
$10M
up to $50M
$23,950
0.132%
$50M
up to $100M
$76,750
0.127%
$100M
and above
$140,250
0.122%
Maximum fee $200,000
Maximum fee $200,000
Maximum fee $200,000
Maximum fee $200,000
TSX Annual Fee
Base
Market Capitalization
Base Fee
+Variable Fee Rate for Market Capitalization in Excess of Base Market Capitalization
$0
up to $100M
$12,000
0.012%
$100M
up to $300M
$24,000
0.010%
$300M
up to $700M
$44,000
0.008%
$700M
and above
$76,000
0.006%
Maximum fee $125,000
Maximum fee $125,000
Maximum fee $125,000
Maximum fee $125,000
In conclusion, the Toronto Stock Exchange being the largest exchange in Canada has the highest listing standards and requirements. If you are looking at listing your company on the TSX or one of the other 4 stock exchanges in Canada such as the TSX Venture – TSXV, the Neo Exchange – Neo, or the Canadian Securities Exchange – CSE please fill in the form to the right and we will be happy to discuss.