10 The SPAC then seeks out an investment opportunity in a business or asset. This “qualifying acquisition” must be completed within 36 months of the SPAC’s listing on TSX. Once the SPAC has completed its qualifying acquisition, it becomes a regular issuer. Its shares continue to trade on TSX (so long as the new company meets listing requirements), but now trade as a regular listing, not a SPAC, because there is an operating business in the listed entity. SPACs become reporting issuers as a result of their IPO – i. e. as soon as they list, and before the qualifying acquisition – and are fully regulated by the relevant provincial securities commissions as well as TSX. For public companies listed on another market Direct Listing/Dual-Listing If your company is already listed on another stock exchange, your company could qualify to dual-list on TSX or TSXV. Your company will need to consult with advisors and exchange staff and then file a Listing Application and a prospectus-level disclosure document. Alternatively, if your company undertakes a financing on TSX or TSXV, it would then file a Listing Application along with your prospectus. A financing is the most effective way of establishing a broad shareholder base and a profile with the investment community when listing on a new market. Your company may be eligible for certain exemptions from regulatory requirements if you are a designated foreign issuer. More information can be found in National Instrument 71-102 in the Securities Act (Ontario). For more information on the dual-listing process, please consult our Guide to Dual-Listing on TSX and TSXV. Graduation from TSX Venture Exchange to Toronto Stock Exchange Over 650 companies have graduated from TSXV to TSX. If your company meets the listing requirements of TSX, consider these benefits: • TSX listing application fee will be waived for eligible TSXV issuers. Original Listing Fees still apply, but transactional fees paid to TSXV within 90 days of listing on TSX will be credited against the original listing fee, up to a maximum of 25% of the original listing fee payable. • Certain issuer information on file with TSXV can be accessed by TSX, reducing the number of documents required to be submitted. • Sponsorship requirements may be waived for qualified TSXV issuers.* • Potential to be included in TSX indexes. • TSX offers a broader institutional investor base with access to potential new shareholders. • Listing on TSX offers the potential to expand financing opportunities. • Access to TSX Market Maker program. The steps to graduation 1. Assess your company’s ability to meet initial listing requirements on TSX. 2. Consult with our business development team or relationship management team (see contact list at the back of this guide). 3. Set up an advisory meeting with TSX to determine eligibility. 4. Submit your application with supporting documentation. After final approval, your company’s securities will trade on TSX and be delisted from TSXV. * Some conditions apply. See Part III and Appendix A of the TSX Company Manual for complete details. 650+TSXV issuers have graduated to TSX 20%of the S&P/TSX Composite Index are TSXV graduates
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