10 Frequently Asked Questions QUESTION Answer Who is required to clear a PIF? A PIF or Declaration is required for all insiders of the issuer. An insider includes all officers and directors of the company and holders of greater than 10% of the shares outstanding. What is sponsorship? When required, the sponsor, a recognized Participating Organization or Member of the Exchanges, conducts a due diligence study of the applicant to seek to ensure that the applicant meets TSX- or TSXVlisting requirements. The sponsor is responsible for providing comments in writing to the Exchanges as part of the listing application. Is sponsorship required for all new listings on TSX or TSXV? No. Sponsorship by a Participating Organization or Member of a TMX Equity Exchange may be required to ensure applicants meet minimum listing requirements. Sponsorship may be waived if an applicant completes a prospectus offering or brokered financing immediately before or concurrently with the listing, or meets certain profitability or size tests. If required, sponsorship is a one time requirement at the time of initial listing. Does it matter where an applicant company is incorporated? No. TMX Equity Exchanges list companies from all parts of the world, many of which are incorporated in foreign jurisdictions. TSX or TSXV will conduct a review of the shareholder protections and rights in the applicant’s jurisdiction of incorporation, to seek to ensure that it provides similar shareholder protections and rights as a company incorporated in a Canadian jurisdiction. In some cases this review is not required. For example, companies incorporated in Australia, the UK and some U. S. states (including Delaware) are not subject to this review because we know that the corporate laws provide shareholder protections and rights similar to those in Canada. For other jurisdictions, applicants will be asked to submit information regarding the shareholder protections and rights in the relevant jurisdiction prior to listing. In some cases, the applicant may have to adopt certain requirements or make certain changes in order to be eligible for listing. How many shareholders are needed to list on TSX or TSXV? TSX and TSXV require 300 and 200 public holders, respectively, each holding one board lot or more of freely tradable shares. There is no specific requirement for Canadian shareholders at the time of listing, however we strongly recommend building a shareholder base in North America for a successful listing along with a plan to develop a liquid market through a public offering or a financing. What types of technical reports are required for mining or oil and gas companies? Current and up-to-date reports on the material properties of the applicant, prepared in compliance with the NI 43-101 for Mining applicants and NI 51-101 for Oil & Gas applicants. For mining companies, NI 43-101 accepts JORC, SAMREC and international resources and reserves standards with a footnote addressing any material differences. The report must cover material properties and may cover others.
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