2024 GUIDE TO LISTING 17 U.S. DOMESTIC ISSUER Advantages No Changes to Corporate Structure Required Fewer U.S. Tax Implications Related to Reorganization U.S. Law Applies to Corporate Matters Well Established Corporate/SEC Reporting U.S. Shareholder Familiarity with U.S. Corporations U.S. SEC Filings can serve as Basis for Canadian Reporting Ease of U.S. Listing Disadvantages Requires SEC Registration, Regulation A compliance or “.s” Restrictions on TSX No Exemptions from SEC Exchange Act Registration All Securities that are Unregistered Under the U.S. Securities Act or Unqualified under Regulation A are Subject to a One-Year Regulation S Distribution Compliance Period Cannot Rely on Exemptions and Accommodations for Foreign Private Issuers Sarbanes-Oxley Requirements for SEC Reporting Issuers FOREIGN PRIVATE ISSUER (FPI) Advantages FPI Exemptions for Issuance of Securities Outside the U.S. – Faster Market Access FPI Exemption from SEC Exchange Act Reporting Under 12g3-2(b) No Sarbanes-Oxley Requirements for Non-SEC Reporting Issuers Well Established Canadian Reporting Requirements FPI Exemptions for M&A Transactions Possible MJDS Availability for Canadian Corporations Efficient Access to the Canadian Short Form and Base Shelf Prospectus System Disadvantages Potential Tax Complications in Reorganizing to OffShore Jurisdiction Potential Securities Law Complications in Reorganizing to Off-Shore Jurisdiction May Require a Revised Capital Structure Designed to Maintain Foreign Issuer Status Reorganizing Requires Shareholder Approval Some Industries May Require Compliance with U.S. Export Controls and Regulation
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