Synergy Capital Markets

The Toronto Stock Exchange (TSX) has different listing requirements for natural resource, finance, and industrial and technology companies.

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Below are the ling requirements of the TSX for industrial, technology and life sciences companies which are referred to as research and development companies.

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We are always open to talk to corporate executives who are considering listing on the TSX.  The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company desiring to list is strong in all listing categories but for one.

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Profitable Company Standard:

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• Pre-Tax Income Last Year: C$300,000

• Pre-Tax Free Cash Flow Last Year: C$700,000 and average C$500,000 for past 2 fiscal years

• Minimum Operating History: One Year

• Net Tangible Assets: C$2 Million

• Number of Public Board Lot Holders: 300

• Minimum Free Trading Public Float: 1 Million

• Value of Free Trading Public Float: C$4,000,000

• Market Value of Issued Securities to be Listed: N/A

• Minimum Cash in Treasury: N/A

• Minimum Additional Working Capital: Adequate given business

• Sponsorship Required: No

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Forecasting Profitability Standard:

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• Pre-Tax Income Last Year: C$200,000

• Pre-Tax Free Cash Flow Last Year: C$500,000 (Evidence for current or next fiscal year)

• Minimum Operating History: N/A

• Net Tangible Assets: C$7.5 Million

• Number of Public Board Lot Holders: 300

• Minimum Free Trading Public Float: 1 Million

• Value of Free Trading Public Float: C$4,000,000

• Market Value of Issued Securities to be Listed: N/A

• Minimum Cash in Treasury: N/A

• Minimum Additional Working Capital: Adequate given business

• Sponsorship Required: Yes (*)

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Note: (*) an applicant will be exempt from the sponsorship requirements if they have (a) net tangible assets of C$7,500,000; (b) pre-tax income of at least C$300,000; and (c) pre-tax cash flow of C$700,000 in the fiscal year immediately preceding the filing of the listing application and an average pre-tax cash flow of C$500,000 for the two fiscal years immediately preceding the filing of the listing application.

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Technology Company Standard:

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• Pre-Tax Income Last Year: N/A (Evidence for current or next fiscal year only)

• Pre-Tax Free Cash Flow Last Year: N/A

• Minimum Operating History: Advanced stage development or commercialization of product/services

• Net Tangible Assets: N/A

• Number of Public Board Lot Holders: 300

• Minimum Free Trading Public Float: 1 Million

• Value of Free Trading Public Float: C$10,000,000

• Market Value of Issued Securities to be Listed: C$50,000,000

• Minimum Cash in Treasury: $10,000,000

• Minimum Additional Working Capital: One Year Coverage

• Sponsorship Required: Yes 

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Research & Development Company Standard:

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• Pre-Tax Income Last Year: N/A 

• Pre-Tax Free Cash Flow Last Year: N/A

• Minimum Operating History: Two years of R&D expenditures

• Net Tangible Assets: N/A

• Number of Public Board Lot Holders: 300

• Minimum Free Trading Public Float: 1 Million

• Value of Free Trading Public Float: C$4,000,000

• Market Value of Issued Securities to be Listed: N/A

• Minimum Cash in Treasury: $12,000,000

• Minimum Additional Working Capital: Two Years Coverage

• Sponsorship Required: Yes 

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TSX - Mining & Mineral Exploration Companies Listing Requirements:

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In-Production Mining Companies:

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• Property Requirements: 3 years proven and probable reserves as estimated by an independent qualified person.

• Recommended Work Program: Commercial level mining operations.

• Net Tangible Assets: C$7,500,000

• Pre-Tax Cash Flow Last Year: $700,000 in last fiscal year and average of $500,000 for past two fiscal years.

• Profitability: Pre-tax profitability from ongoing operations in last fiscal year.

• Number of Public Board Lot Holders: 300

• Minimum Free Trading Shares for Public Float: 1 Million

• Value of Free Trading Public Float: C$4,000,000

• Minimum Cash in Treasury: N/A

• Minimum Additional Working Capital: Adequate working capital to carry on the business.

• Sponsorship Required: No

• Form 43-101 Technical Report: Required

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Pre-Production Feasibility Stage Mining Companies (Non-Exempt Producer):

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• Property Requirements: 3 years proven and probable reserves as estimated by an independent qualified person. If not in production, a production decision made.

• Recommended Work Program: Bringing the mine into commercial production.

• Net Tangible Assets: C$4,000,000

• Pre-Tax Cash Flow Last Year: N/A

• Profitability: Evidence indicating a reasonable likelihood of future profitability supported by a feasibility study or historical production and financial performance.

• Number of Public Board Lot Holders: 300

• Minimum Free Trading Shares for Public Float: 1 Million

• Value of Free Trading Public Float: C$4,000,000

• Minimum Cash in Treasury: Sufficient to bring the property into commercial production.

• Minimum Additional Working Capital: Adequate for all budgeted capital expenditures and to carry on the business.

• Sponsorship Required: Yes (*)

• Form 43-101 Technical Report: Required. Plus management prepared 18 month projection (by quarter of sources and use of funds, signed by CFO.

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Note: (*) The TSX may waive the sponsorship requirement if sufficient 3rd party due diligence has been conducted (ie. underwriter review in concurrent initial public offering.)

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Exploration & Development Mining Companies (Non-Exempt Exploration & Development Stage):

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• Property Requirements: Advanced Exploration Property. Minimum 50% ownership in the property.

• Recommended Work Program: $750,000 on advanced exploration property as recommended in independent technical report.

• Net Tangible Assets: C$3,000,000

• Pre-Tax Cash Flow Last Year: N/A

• Profitability: N/A

• Number of Public Board Lot Holders: 300

• Minimum Free Trading Shares for Public Float: 1 Million

• Value of Free Trading Public Float: C$4,000,000

• Minimum Cash in Treasury: Sufficient to complete recommended programs, plus 18 months G&A, anticipated property payments and capital expenditures.

• Minimum Additional Working Capital: C$2,000,000

• Sponsorship Required: Yes (*)

• Form 43-101 Technical Report: Required. Plus management prepared 18 month projection (by quarter of sources and use of funds, signed by CFO.

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Note: (*) The TSX may waive the sponsorship requirement if sufficient 3rd party due diligence has been conducted (ie. underwriter review in concurrent initial public offering.)

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The listing staff of the Toronto Stock Exchange will also look at the suitability of all officers, directors and stockholders holding 10% or more of the company’s stock. Companies must have at least two Canadian independent directors. They must also have a Toronto Stock Exchange participating organization sponsor their listing unless they meet the senior company listing criteria.

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