19 Organizing financial statements Because the organization of financial statements can be a long and complicated process, it should begin well in advance of the preparation of the rest of your listing application. Your application to list on either Exchange must generally contain audited annual financial statements, including: • statement of profit or loss, cash flow and changes in equity for the last two completed financial years ending more than 90 days before the date of the application (or 120 days in the case of most applications to TSXV); • statement of financial position as at the end of the two most recently completed financial years (in some instances, only one financial year of audited financial statements is required); and • notes to the financial statements. Note Audit opinions must be without qualification, although depending on the financial history or position of your company, some exceptions may apply. If any interim (financial) period ended: a. after the most recent annual financial statements included in your application, and b. more than 45 days before the date of your application (60 days in the case of most applicants to TSXV) then you will usually also have to provide interim period financial statements for the most recent interim period that meets those criteria. Specifically, you’ll need to provide: • a balance sheet as at the end of the interim period, and a balance sheet as at the end of the immediately preceding financial year, • an income statement, a statement of retained earnings and a cash flow statement, all for the year-to-date interim period, as well as comparative financial information for the corresponding interim period in the immediately preceding financial year (if any), • if the interim period is not the first interim period in the current financial year: • an income statement for the three month period ending on the last day of the interim period, • a cash flow statement for the three month period ending on the last day of the interim period, and • comparative financial information for the corresponding interim period in the preceding financial year (if any) • notes to the financial statements. These interim financial statements may be unaudited, but they will require a review by the external auditors. In the case of listing by way of a reverse takeover or a qualifying transaction with a CPC, financial statements are generally required for both the existing listed company (i. e. the shell company or CPC) and the company seeking to complete the reverse takeover or qualifying transaction with the existing listed company (i. e. your company). You should consult your auditor, legal counsel and TSX or TSXV listing team early in the application process to understand the specific financial statement requirements applicable to your company. In some cases, your underwriters may require additional periods of financial information in order to provide adequate information to potential investors. Financial statement preparation The financial statements included in your listing application must be prepared in accordance with one of the following: 1. International Financial Reporting Standards (IFRS) 2. U.S. GAAP (only applicable to companies with U.S. registered securities) 3. Accounting principles that cover substantially the same core subject matter as Canadian GAAP (applicable to publicly accountable enterprises and only permitted for designated international jurisdictions; some countries, including China, are not currently among these jurisdictions), with a reconciliation to Canadian GAAP
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