TSX Venture Exchange – TSXV

The TSX Venture Exchange (“TSXV”) was originally called the Canadian Venture Exchange (“CDNX”) until the TSX Group acquitted it in 2001.   Originally created in 1999 the CDNX created through the combination of the Vancouver Stock Exchange (“VSE”), Alberta Stock Exchange (“ASE”) as well as the Winnipeg Stock Exchange (“WSE”) and the companies of the Bourse de Montreal (“MSE”) that were deemed to be small-cap stocks.  The TSX Venture Exchange is a venture issuer exchange that has Tier I and Tier 2 listings as well as the Capital Pool Company (“CPC”) Program.

TSX Venture Exchange, TSXV, CPC, Capital Pool Company

TSX Venture Exchange Listings

As of September 2020, the TSX Venture Exchange has 1,654 listings.

Below is a sector breakdown of the listings:

Listed Issuers
Listed Issuers
Total Market Cap
Total Market Cap
# of listings
% of Listings
($ millions)
%
Clean Technology & Renewable Energy
51
3%
2,884
5%
Communications & Media
11
1%
741
1%
Consumer Products & Services
37
2%
556
1%
CPC/SPAC
147
9%
117
0.20%
Financial Services
56
3%
4,971
8%
Industrial Products & Services
47
3%
1,517
2%
Life Sciences
95
6%
3,834
6%
Mining
927
562%
35,108
58%
Oil & Gas
92
6%
2,478
4%
Real Estate
27
2%
1,983
3%
Technology
162
10%
6,515
11%
Utilities & Pipelines
2
0.10%
108
0.20%
Total
1,654
100%
60,813
100%

Geographically Speaking 134 (8%)  listings are international companies with the most listings based in British Columbia at 846 (51%), followed by Ontario at 362 (22%), Alberta with 169 (10%) and Quebec at 100 (6%).  The remaining listings are from the Prairies with 19 (1%) and Atlantic Canada with 24 (1%).

TSX Venture Exchange Listing Standards

TSX Venture Exchange listing requirements are broken down into three sectors:

1.  Industrial, Technology and Research & Development Companies

Net Tangible Assets, Revenue or Arm’s Length Financing (as applicable)
Adequate Working Capital and Capital Structure
Property
Prior Expenditures and Work Program
Management and Board of Directors
Distribution, Market Capitalization and Public Float
Sponsorship
TSXV Tier 1
Industrial Technology
Life sciences
$5,000,000 net tangible assets or $5,000,000 revenue.
If no revenue, two-year management plan demonstrating reasonable likelihood of revenue within 24 months.
Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months following listing; $200,000 unallocated funds.
Issuer has significant interest in business or primary asset used to carry on business.
History of operations or validation of business.
Management, including 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 in Canada or a similar jurisdiction. 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.
Public float of 1,000,000 shares; 250 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.
TSXV Tier 2
Industrial Technology
Life Sciences
$750,000 net tangible assets or $500,000 in revenue or $2,000,000 Arm’s Length Financing.
If no revenue, two-yearmanagement plan demonstrating reasonable likelihood of revenue within 24 months.
Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months following listing; $100,000 unallocated funds.
Issuer has significant interest in business or primary asset used to carry on business.
History of operations or validation of business.
Management, including 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 in Canada or a similar jurisdiction. 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.
Public float of 500,000 shares; 200 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.
TSXV Tier 1
Real Estate or Investment
Real Estate: $5,000,000 net tangible assets.
Investment: $10,000,000 net tangible assets.
Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months following listing; $200,000 unallocated funds.
Real Estate: Issuer has significant interest in real property.
Investment: No requirement.
Real Estate: Issuer has significant interest in real property.
Investment: No requirement.
Management, including 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 in Canada or a similar jurisdiction. 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.
Public float of 1,000,000 shares;250 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.
TSXV Tier 2
Real Estate or Investment
$2,000,000 net tangible assets or $3,000,000 Arm’s Length Financing.
Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months following listing; $100,000 unallocated funds.
Real Estate: Issuer has significant interest in real property.
Investment: No requirement.
Real Estate:
No requirement.
Investment:(i) disclosed investment policy and (ii) 50% of available funds must be allocated to at least two specific investments.
Management, including 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 in Canada or a similar jurisdiction. 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.
Public float of 500,000 shares; 200 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.

2.  Mining Companies

Property Requirements
Recommended Work Program
Working Capital and Financial Resources
Net Tangible Assets, Earnings or Revenue
Other Criteria
Management and Board of Directors
Distribution, Market Capitalization and Public Float
Sponsorship
TSXV Tier 1
Material interest in a Tier 1 property.
$500,000 on the Tier 1 property as recommendedin a geological report.
Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months following listing; $200,000 in unallocated funds.
$2,000,000 net tangible assets.
A geological report recommending completion of work program.
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.
Public float of 1,000,000 shares; 250 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.
TSXV Tier 2
Significant interest in a qualifying property or, at discretion of TSXV, a right to earn a significant interest in a qualifying property. Sufficient evidence of no less than $100,000 of exploration expenditures on the qualifying property in the past three years.
$100,000 of Approved Expenditures by the issuer on the qualifying property within 36 months period preceding application of listing; $200,000 on the qualifying property as recommended in a geological report.
Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months following listing; $100,000 in unallocated funds.
No requirement.
A geological report recommending completion of work program.
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.
Public float of 500,000 shares; 200 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.

3.  Oil & Gas (Exploration or Producing) Companies

Net Tangible Assets, Earnings or Revenue
Working Capital and Financial Resources
Distribution, Market Capitalization and Public Float
Sponsorship
Property Requirements
Recommended Work Program
Management and Board of Directors
Other Criteria
TSXV Tier 1
No requirements
Adequate working capital and financial resources to carry out stated work program or execute business plan for 18 months following listing; $200,000 unallocated funds.
Public float of 1,000,000 shares; 250 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.
Exploration – $3,000,000 in reserves of which a minimum of $1,000,000 must be proved developed reserves and the balance probable reserves.
Producing – $2,000,000 in proved developed reserves.
Exploration – satisfactory work program (i) of no less than $500,000 and (ii) which can reasonably be expected to increase reserves, as recommended in a geological report.
Producing – No requirement.
Management, including 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 in Canada or a similar jurisdiction. 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.
A geological report recommending completion of work program.
TSXV Tier 2
No requirements
Adequate working capital and financial resources to carry out stated work program or execute business plan for 12 months following listing; $100,000 unallocated funds.
Public float of 500,000 shares; 200 public shareholders each holding a board lot and having no resale restrictions on their shares; 20% of issued and outstanding shares in the hands of public shareholders.
Sponsor report may be required.
Exploration – either (i) Issuer has an unproven property with prospects or (ii) Issuer has joint venture interest and $5,000,000 raised by Prospectus offering.
Producing – either (i) $500,000 in proved developed producing reserves or (ii) $750,000 in proved plus probable reserves.
Exploration – minimum of $1,500,000 allocated by issuer to a work program as recommended in a geological report except were Issuer has a joint venture interest and has raised $5,000,000 in Prospectus offering.
Producing – (i) satisfactory work program and (ii) in an amount no less than $300,000 if proved developed producing reserves have a value of less than $500,000 as recommended in a geological report.
Management, including 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 in Canada or a similar jurisdiction. 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.
A geological report recommending completion of work program.

TSXV’s Capital Pool Company Program (“CPC”)

The capital pool company program allows businesspeople to raise capital and list a company without a business or asset other than cash.   It is similar to the Special Purpose Acquisition Corporation (“SPAC”) but a smaller version of it.

The requirements for a Capital Pool Company are:

  • Minimum three individuals with business and public company experience invest a minimum of the greater of $100,000 or 5% of total funds raised.
  • They incorporate a shell company which is the Capital Pool Company and issue shares which are exchanged for the seed capital above at a minimum price of the greater of $0.05 or 50% of the price of the public offering.
  • Following the above, a prospectus is prepared for the public raise of between $200,000 and $4,750,000 which is price at double the price of the seed shares.  These funds are to be used to identify and evaluate potential acquisition.

After the offering and the listing, the Capital Pool Company has 24 months to acquire a business which is known as the Qualifying Transaction (“QT”).

Subsequent approval of the QT by the exchange and the shareholders of the Capital Pool Company the come will have a new name start trading not as a Capital Pool Company but as a corporate listing.

There are many nuances to a successful CPC list or Qualifying Transaction.   If you would like assistance with that or to learn more, please fill out the form to the right.  One of our team members will contact you.

TSX Venture Exchange Listing and Annual Fees

Application Fee

There is an application fee to list of $2,5000

Listing Fees

Listing Type
Minimum ($)
Maximum ($)
Fee Calculation
Application Fee-detailed Preliminary assessment
2,500
2,500
Payment to be applied toward the formal filing of the New Listing, CPC, QT, RTO or COB application
New Listing/RTO/QT/COB
Deemed value of the shares issued of less than $6 million
Deemed value of shares issued greater or equal to $6 million

10,000

30,000

30,000

40,000

$7,500 + 0.5% of the deemed value of shares issued
$30 000 + 0.1% of the deemed value of shares issued exceeding $6 million
CPC Listing Fee
15,000
15,000
A non-refundable $5,000 fee is payable with the initial submission. The $10,000 balance is payable prior to listing

Annual Fees

Size of Company
Minimum ($)
Maximum ($)
Fee Calculation
Issuers with a market capitalization of $5 million or less.
5,200
5,200
Flat Fee
Issuers with a market capitalization of greater than $5 million and less than $100,000,000
5,300
14,800
$5,300 + $100 for each $1,000,000 in market capitalization or part thereof above $5 million
Issuers with a market capitalization greater than $100,000,000 and less than $440,000,000
16,750
50,750
$16,750 + $100 for each $1,000,000 in market capitalization or part thereof above $100 million
Issuers with market capitalization of $440,000,000 or above
51,000
90,000
$51,000 + $100 for each $1,000,000 in market capitalization or part thereof above $440 million

In conclusion, the TSX Venture Exchange is the largest venture issuer stock exchange in Canada.    If it right for you?  That depends on numerous factors such as the stage of your business, type of business and how you are going public.  To determine this please fill out the form on the right.  One of our team members will get back to assist you.