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 Listings
As of September 2020, the TSX Venture Exchange has 1,654 listings.
Below is a sector breakdown of the listings:
Clean Technology & Renewable Energy
Communications & Media
Consumer Products & Services
CPC/SPAC
Financial Services
Industrial Products & Services
Life Sciences
Mining
Oil & Gas
Real Estate
Technology
Utilities & Pipelines
Total
Listed Issuers
# of listings
51
11
37
147
56
47
95
927
92
27
162
2
1,654
% of Listings
3%
1%
2%
9%
3%
3%
6%
562%
6%
2%
10%
0.10%
100%
Total Market Cap
($ millions)
2,884
741
556
117
4,971
1,517
3,834
35,108
2,478
1,983
6,515
108
60,813
%
5%
1%
1%
0.20%
8%
2%
6%
58%
4%
3%
11%
0.20%
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
TSXV Tier 1
Industrial Technology
Life sciences
Net Tangible Assets, Revenue or Arm’s Length Financing (as applicable)
$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.
If no revenue, two-year management plan demonstrating reasonable likelihood of revenue within 24 months.
Adequate Working Capital and Capital Structure
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.
Property
Issuer has significant interest in business or primary asset used to carry on business.
Prior Expenditures and Work Program
History of operations or validation of business.
Management and Board of Directors
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
TSXV Tier 2
Industrial Technology
Life Sciences
Net Tangible Assets, Revenue or Arm’s Length Financing (as applicable)
$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.
If no revenue, two-yearmanagement plan demonstrating reasonable likelihood of revenue within 24 months.
Adequate Working Capital and Capital Structure
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.
Property
Issuer has significant interest in business or primary asset used to carry on business.
Prior Expenditures and Work Program
History of operations or validation of business.
Management and Board of Directors
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
TSXV Tier 1
Real Estate or Investment
Net Tangible Assets, Revenue or Arm’s Length Financing (as applicable)
Real Estate: $5,000,000 net tangible assets.
Investment: $10,000,000 net tangible assets.
Investment: $10,000,000 net tangible assets.
Adequate Working Capital and Capital Structure
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.
Property
Real Estate: Issuer has significant interest in real property.
Investment: No requirement.
Investment: No requirement.
Prior Expenditures and Work Program
Real Estate: Issuer has significant interest in real property.
Investment: No requirement.
Investment: No requirement.
Management and Board of Directors
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
TSXV Tier 2
Real Estate or Investment
Net Tangible Assets, Revenue or Arm’s Length Financing (as applicable)
$2,000,000 net tangible assets or $3,000,000 Arm’s Length Financing.
Adequate Working Capital and Capital Structure
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.
Property
Real Estate: Issuer has significant interest in real property.
Investment: No requirement.
Investment: No requirement.
Prior Expenditures and Work Program
Real Estate:
No requirement.
Investment:(i) disclosed investment policy and (ii) 50% of available funds must be allocated to at least two specific investments.
No requirement.
Investment:(i) disclosed investment policy and (ii) 50% of available funds must be allocated to at least two specific investments.
Management and Board of Directors
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
2. Mining Companies
TSXV Tier 1
Property Requirements
Material interest in a Tier 1 property.
Recommended Work Program
$500,000 on the Tier 1 property as recommendedin a geological report.
Working Capital and Financial Resources
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.
Net Tangible Assets, Earnings or Revenue
$2,000,000 net tangible assets.
Other Criteria
A geological report recommending completion of work program.
Management and Board of Directors
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
TSXV Tier 2
Property Requirements
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.
Recommended Work Program
$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.
Working Capital and Financial Resources
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.
Net Tangible Assets, Earnings or Revenue
No requirement.
Other Criteria
A geological report recommending completion of work program.
Management and Board of Directors
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
3. Oil & Gas (Exploration or Producing) Companies
TSXV Tier 1
Net Tangible Assets, Earnings or Revenue
No requirements
Working Capital and Financial Resources
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
Property Requirements
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.
Producing – $2,000,000 in proved developed reserves.
Recommended Work Program
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.
Producing – No requirement.
Management and Board of Directors
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.
Other Criteria
A geological report recommending completion of work program.
TSXV Tier 2
Net Tangible Assets, Earnings or Revenue
No requirements
Working Capital and Financial Resources
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.
Distribution, Market Capitalization and Public Float
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.
Sponsorship
Sponsor report may be required.
Property Requirements
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.
Producing – either (i) $500,000 in proved developed producing reserves or (ii) $750,000 in proved plus probable reserves.
Recommended Work Program
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.
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 and Board of Directors
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.
Other Criteria
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
Application Fee-detailed Preliminary assessment
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
Deemed value of the shares issued of less than $6 million
Deemed value of shares issued greater or equal to $6 million
CPC Listing Fee
Minimum ($)
2,500
10,000
30,000
15,000
Maximum ($)
2,500
30,000
40,000
15,000
Fee Calculation
Payment to be applied toward the formal filing of the New Listing, CPC, QT, RTO or COB application
$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
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
Issuers with a market capitalization of $5 million or less.
Issuers with a market capitalization of greater than $5 million and less than $100,000,000
Issuers with a market capitalization greater than $100,000,000 and less than $440,000,000
Issuers with market capitalization of $440,000,000 or above
Minimum ($)
5,200
5,300
16,750
51,000
Maximum ($)
5,200
14,800
50,750
90,000
Fee Calculation
Flat Fee
$5,300 + $100 for each $1,000,000 in market capitalization or part thereof above $5 million
$16,750 + $100 for each $1,000,000 in market capitalization or part thereof above $100 million
$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.