26 Filing a prospectus The prospectus is a critical document if your company is listing via an Initial Public Offering (IPO). It provides investors with the essential information they need to make an informed investment decision regarding your company. Successful completion of the prospectus requires the co-operation of management, legal counsel, auditors and the relevant securities commission(s). The prospectus should include: • A history of your company and description of operations. • Current and historical audited financial statements. • Your business plan. • Your company’s use of proceeds, as well as the particulars of any major assets to be acquired and prospects to be developed. • A description of your company’s officers, directors and major shareholders. • The details of shares held in escrow. Filing a prospectus is a four-step process: 1. Your company files a preliminary prospectus with the securities commission in its home province and in any other jurisdictions where shares will be sold. The degree of detail in the prospectus must be very high, as securities laws require full, true and plain disclosure. 2. The securities commissions review the prospectus and advise your company and its professional advisors of any deficiencies. The Exchange reviews the prospectus together with your listing application to determine whether your company meets its listing requirements. 3. After all the deficiencies are cleared to the satisfaction of the commissions and the Exchange, your company files a prospectus in final form with both the commissions and the Exchange. 4. The securities commissions issue a final receipt as approval of the prospectus. The final receipt is essentially approval for your company to begin selling shares in jurisdictions where the receipt has been issued. 2. Listing application form The Listing Application should initially be submitted in draft form using the “TSX – Listing Application” at www.tsx.com/listings/listing-with-us/listing-guides/tsx-listing-process. Please do not skip over questions, leave them unanswered, or change their order. The executed application in final form will only be required as part of the final listing material. The listing application fee must be paid when filing the listing application. 3. Documents to be filed in support of the listing application The documents to file in support of the listing application are outlined below (the official list can be found online at www.tsx.com/listings/listing-with-us/listing-guides/tsx-listing-process). These documents must be filed at the same time as the Principal Listing Document and the Listing Application in draft form. Additional documents which must be filed following conditional approval will be discussed later in the chapter. Companies already listed on TSXV who are applying to graduate to TSX may be exempt from filing some of the documents below. For more information on the graduation process, please contact our Business Development Team (see the contact list at the end of this Guide) or visit www.tsx.com/graduation. Companies may also be exempt from submitting certain documents if those documents have already been filed with the Canadian Securities Administrators via their System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. These exemptions are noted in the document list below. For further information on prospectus requirements, please refer to National Instrument 41-101 General Prospectus Requirements.
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