TORONTO STOCK EXCHANGE | TSX VENTURE EXCHANGE U.S. Guide to Listing 2026
CAPITAL $6.4T listed market capitalization $3.8T traded #3 among global peers for new international listings* 2,100+ financings $33B in equity capital raised LIQUIDITY GLOBAL OPPORTUNITIES Global Leadership Integrity Global investors, companies, and capital market participants have experience with Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV) (collectively, the “Exchanges”). We operate a rules-based marketplace with a history of integrity that provides your company a base to grow and extend its retail and global investor base. Access to Capital In addition to institutional and retail investors, passive investors are a growing part of the marketplace. TSX issuers have access to all of Canada’s leading indices. Each year we extend the products and asset base, tracking our issuers so you can position your company with the industry leaders. The Best Canadian Market Infrastructure TSX and TSXV are the only Canadian exchanges that trade on all Canadian markets and have access to the widest global quote distribution. This gives your company access to the largest pool of investors and the greatest amount of liquidity. Our Exchanges also have the most registered market participants to provide liquidity for your company. Source: The World Federation of Exchanges, TSX/TSXV Market Intelligence Group and exchange websites. As at December 31, 2025. AT A GLANCE Canada’s Global Capital Markets Offer Unparalleled Access to:
CONTENTS Realize Your Vision 4 Canada’s Global Capital Markets 6 A Diverse Issuer Base 7 Opportunities for Companies at Every Stage of Growth 7 Opportunities for International & U.S. Companies 8 Benefits of the Canadian Markets for U.S. Companies 9 Getting Ready to List 14 Steps to Listing 17 Access to U.S. Investors 24 Your Stategic End-to-End Partner 26 TSX & TSXV Global Client Team 28 Accelerator Program 28 Client Intelligence 29 Corporate Access 29 Investor Profile 30 The Listing Experience 31 How We’re Innovating 32 TMX Corporate Solutions 33 TSX Trust 33 TMX Newsfile 34 TMX Market Centre 34 Our Sectors 35 Diversified Industries 36 Innovation 40 Mining 42 Energy 44 Listing Requirements 47 Contact Us 56
TSX | TSXV U.S. Guide to Listing 2026 4 REALIZE YOUR VISION
Going Public Going public is a major milestone for any company and is a decision requiring careful consideration and expert advice. This is especially true for U.S. companies considering a listing in Canada, as there are legal and tax implications that must be understood early in the planning process. Preparation is critical for a company to be successful in accessing the public markets and then positioning the company to build an investor base as a public company. Your TSX team will work closely with your company’s management to guide you through every stage of the listing process. We provide introductions to experienced cross-border experts and capital providers. The best advice is to be ready to go public, so when the market opportunity is open your company is ready to execute. Access Capital And Future Financing Opportunities Going public can provide your company with financing opportunities to grow your business through expansion of operations, hiring or acquisitions. The issuance of public shares can also expand and diversify your investor base by giving you access to pools of capital in Canada, the U.S. and globally. Acquisitions To Accelerate Growth As a public company, your shares can be used as a currency substitute to acquire target companies, instead of a direct cash offering. Using shares for an acquisition can be attractive to target companies and a tax-efficient vehicle to finance such a transaction. This can also improve your ability to complete mergers and acquisitions in a more timely and cost-effective manner. Increase Visibility Going public enhances your company’s visibility. Greater public awareness gained through media coverage, publicly filed documents and coverage of your shares by sector investment analysts can heighten the profile and credibility of your company. Ultimately, this can attract attention from a more diversified group of investors. Provide Liquidity For Shareholders Becoming a public company establishes a market for your company’s shares, providing your investors with an efficient and regulated vehicle in which to trade their shares. Greater liquidity in the public market can often lead to better valuation than would be achieved as a private company. Employee Incentives Your employees can participate in the ownership of your company and benefit from being shareholders. Stock options and employee share purchase programs are ways of compensating your employees without depleting cash reserves. Share ownership can offer retention and can be used as a recruitment incentive. Benefits of Going Public
● IPOs ● Private Placements ● Public Offerings Equity Financing on TSX & TSXV ($ Billions) *World Economic Forum, Global Competitiveness Index 2025. **Kearney FDI Confidence Index, April 2025, via Global Affairs Canada. ***Economist Intelligence Unit, October 2025. $56.92 $27.34 $21.53 $20.85 $33.32 TSX | TSXV U.S. Guide to Listing 2026 6 Canada’s Global Capital Markets Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV), provide companies with access to equity capital and the benefits of being listed on a leading global exchange with integrity, liquidity and opportunity. Gateway to North American Capital Companies listed on TSX and TSXV have access to North American capital markets, one of the world’s largest capital pools. With a wide investor base providing liquidity, our Exchanges also serve as access points to the international pools of capital for companies seeking growth and expansion capital. Top-Rated Banking System Canada’s banking system has been ranked as one of the soundest in the world for over a decade by the World Economic Forum.* Canada’s banks are also well managed, well regulated and well capitalized. A strong and stable banking system is at the heart of the country’s economic stability. Canada ranks second for countries likely to attract the most FDI (foreign direct investment) in the next three years,** and has an established AAA credit rating from Standard & Poor’s*. Leveraging Canada’s Economic Strength TSX and TSXV’s significance as world-class equities markets is reflected in the broader strength of the Canadian economy. According to the Economist Intelligence Unit, Canada is the second-best country in the G20 for doing business (2026-2030).*** Canada’s economy is broadly diversified with key strengths in manufacturing, financial services and technology. This, coupled with Canada’s political stability and diverse natural resources base, including oil and gas, precious metals, copper, uranium, rare earths and battery metals, makes Canada a viable destination to raise capital and leverage Canadian financial expertise. 3,600+ listed issuers on TSX & TSXV 2021 2022 2023 2025 2024
Project/Idea R&D or Prototype Commercial Stage Stable Production Stage Operating History Stages of Company Growth Capital Required Public Equity Private Capital Private Equity Toronto Stock Exchange TSX Venture Exchange Founders Angel Investors Venture Capitalists TSX | TSXV U.S. Guide to Listing 2026 7 A Diverse Issuer Base Opportunities for Companies at Every Stage of Growth TSX and TSXV are world-class markets that provide access to financing for companies at various stages of growth. Financing Growth Companies NUMBER OF ISSUERS 434 Diversified Industries Breakdown Communications & Media 25 Consumer Products & Services 92 Financial Services 103 Industrial Products & Services 134 Real Estate 80 MARKET CAP ($B) $3,032 $1,142 $864 $599 $732 1,073 Mining Breakdown Gold 658 Battery Metals 124 Copper 97 Silver 54 Uranium 36 Other 132 178 Energy Breakdown Energy Services 38 Oil & Gas 122 Utilities & Pipelines 18 385 Innovation Breakdown Clean Tech 82 Life Sci. 113 Tech. 190 1,239 Exchange Traded Funds $15B 116 CDRs $0.3B 2 SPACs $0.1B 169 CPCs $74B 62 Closed End Funds
U.S. Companies Listed Across All Sectors Mining 32% Closed-End Funds/ETFs/SPACs 2% Real Estate 5% Financial Services 3% Life Sciences 15% Clean Technology & Renewable Energy 7% CPC 4% Consumer Products & Services 3% Industrial Products & Services 6% Oil & Gas 4% Technology 17% TSX | TSXV U.S. Guide to Listing 2026 8 Opportunities for International & U.S. Companies Gateway to North American Institutional Capital With limited options in the international market for mid-market companies seeking growth capital, as well as the increasing costs of regulatory compliance, more and more international companies are using a listing on TSX or TSXV as a platform in order to reach Canadian and U.S. investors who can trade directly in Canada. TSX and TSXV are uniquely positioned in North America and a significant part of the daily flow of trading comes from U.S.-based investors. Why list on TSX? • Market for established businesses and management teams with experience in public markets. • Access to international institutional investors. • Globally visible indices utilized by investors. • Corporate governance appropriate for established issuers. • 170-year history. • Respected, leading global exchange. Why list on TSXV? • Access to capital for early-stage companies and smaller financings (typical financing range: $2 million to $20 million). • Extensive mentorship program for newly public companies. • Streamlined graduation to TSX. • Tailored listing and corporate governance requirements for small-cap companies. • Access to investment banking support for financing and acquisitions as well as research to support the company’s investor base.
TSX | TSXV U.S. Guide to Listing 2026 9 Benefits of the Canadian Markets for U.S. Companies U.S. growth companies determining their long-term funding strategy should consider all options, including traditional venture capital, private equity, and the public markets. TSX and TSXV offer a unique alternative to private venture capital that may be the right path for your company. Canada Embraces Small Cap Public Companies • Companies can go public at an earlier stage than is typical in the U.S. markets and access “public venture capital.” • TSXV is a fully regulated junior market with listing and reporting standards that are tailored to earlystage companies. • TSXV is rules-based versus the disclosure-based regime of the U.S. over-the-counter (OTC) market, which may provide comfort to investors. • The timing and costs of listing on TSX and TSXV are typically lower than listing on a U.S. exchange. • TSX and TSXV provide several listing options that are ideal for small cap companies, from the traditional IPO to a reverse merger into an existing shell or a Capital Pool Company® (CPC). • Many companies have started their public market journey on TSXV and accessed growth capital and, when ready, have elected to expand their investor base by graduating to TSX and/or dual listing on a U.S. exchange. No Longer Just a Resource Exchange • Built on a strong history of financing resource companies, TSX and TSXV now welcome a diverse list of companies. • 19% of corporate listings are tech, cleantech, and life sciences; diversified Innovation has been the #2 sector on TSX and TSXV for IPOs and new listings for the past five years. • $33 billion in equity capital was raised by the Innovation sector in the past 5 years. • 1,700+ financings completed by the Innovation sector in the past 5 years. TSXV: A Unique Path for U.S. Companies • Potential to maintain greater control than with private venture capital • Use stock as currency for acquisitions and employee incentives • Provide a path to liquidity for early investors and employees • Opportunity to complete multiple rounds of capital on a market with a robust retail investor base • Potential to delay Securities and Exchange Commission (SEC) registration in accordance with certain exemptions and status while complying with Canadian securities regulations • Graduation to TSX, which can lead to greater analyst coverage, institutional investor interest, and overall exposure • After a year on TSX or TSXV, potential to take advantage of the Multi-Jurisdiction Disclosure System (MJDS) and dual list onto a U.S. exchange through a streamlined and cost-effective path
TSX | TSXV U.S. Guide to Listing 2026 10 Considerations for U.S. Companies TSX and TSXV offer U.S. companies various options for completing a successful listing. Depending on legal, tax, and business considerations, companies can select the route that is best suited for their size, goals, and timelines. It is important to understand these factors, as well as trading, for your U.S. investors (see the “Access to U.S. Investors” section). This section seeks to provide a general overview of complex legal and tax matters related to a Canadian listing but is not intended to provide legal or tax advice. No legal, tax, or business decision should be based solely on this content. Please consult a legal and tax professional for more information. Structuring Considerations One of the primary considerations and benefits for a U.S. company to list on TSX or TSXV is the potential to consider whether SEC registration is appropriate at this time. While U.S.-incorporated companies may choose to list directly on TSX or TSXV without changing their jurisdiction of incorporation, many decide to re-domicile in Canada or another non-U.S. jurisdiction prior to going public. The re-domiciled company may qualify as a “Foreign Private Issuer” under the Rule 405 of the U.S. Securities Act of 1933, which provides certain exemptions and accommodations from the stricter reporting and compliance requirements applicable to U.S. domestic companies. The method chosen to list on TSX or TSXV can provide the company with a Canadian-listed public entity. A qualifying transaction with a CPC or reverse merger with a listed shell company can result in your company being wholly owned by a Canadian company in order to achieve these objectives. While there are additional costs to a restructuring, it is important to weigh the pros of being an early-stage public company, including access to public venture capital, acquisition currency, and avoiding the control of private venture capital, with these additional costs. Foreign Private Issuer vs. U.S. Domestic Issuer While many U.S. companies list on TSX or TSXV and remain U.S. incorporated, a reverse takeover into a foreign jurisdiction and qualifying as a Foreign Private Issuer requires careful consideration and can result in: • favorable exemptions available to foreign issuers under U.S. securities laws • single jurisdiction financial reporting • streamlined access to the Canadian short form and base shelf prospectus system. For a company to qualify as a Foreign Private Issuer, it must be incorporated outside the U.S. and have 50% or more of its voting stock held by non-U.S. residents. Even if a majority of a company’s voting stock is held by U.S. residents, a company may still qualify as a Foreign Private Issuer so long as none of the following exist: • the business is principally administered in the U.S., • a majority of the issuer’s assets are in the U.S., or • a majority of the directors or executive officers are U.S. citizens or residents. Companies that do not qualify as Foreign Private Issuers are treated as U.S. Domestic Issuers by the SEC and must comply with all U.S. corporate governance requirements regardless of which exchange they are listed on. Determination of U.S. Domestic Issuer versus Foreign Private Issuer should be discussed with your legal counsel early in the planning process. U.S. Tax Considerations A company, whether a U.S. Domestic Issuer or a Foreign Private Issuer, can generally raise capital by issuing shares or other securities without adverse tax consequences. However, a U.S. Domestic Issuer that elects to proceed with a reverse takeover into a foreign jurisdiction to become a Foreign Private Issuer may subject itself and its shareholders to significant and adverse U.S. federal income tax consequences. Generally, the exchange of a U.S. corporation’s securities for securities of a foreign corporation will be a taxable transaction for U.S. taxpayers. Some of these adverse U.S. tax consequences may be avoided if the foreign corporation is treated as a U.S. corporation for U.S. federal income tax purposes. Such tax restructuring should be thoughtfully considered by the corporation and its tax advisors.
TSX | TSXV U.S. Guide to Listing 2026 11 Benefits Analysis This Benefits Analysis chart compares some of the advantages and disadvantages of being a U.S. Domestic Issuer versus a Foreign Private Issuer (FPI). Discuss with your legal and tax counsel on how to qualify as an FPI and if it makes sense for your company. U.S. Domestic Issuer Foreign Private Issuer (FPI) 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 • 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 • Requires SEC Registration, Regulation A compliance or “.s” Restrictions on TSX or TSXV • 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 OneYear Regulation S Distribution Compliance Period • Cannot Rely on Exemptions and Accommodations for Foreign Private Issuers • Sarbanes-Oxley Requirements for SEC Reporting Issuers • Potential Tax Complications in Reorganizing to Off-Shore 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
TSX | TSXV U.S. Guide to Listing 2026 12 Listing Checklist for U.S. Companies REASON Does your company have a reason to be public and take advantage of the benefits of being a public company? Reasons to go public as an early-stage growth company: • Access to permanent capital with the ability to go back to the market for subsequent, ideally non-dilutive, rounds • Ability to facilitate growth by using public shares as acquisition currency versus direct cash offerings • Diversify shareholder base and flatten cap table • Provide a path to liquidity for early investors and employees • Create an incentive mechanism for employees • Use an alternative to private venture capital with the potential to maintain greater control • Increase visibility and prestige by being listed on a recognized stock exchange Reasons for a U.S. company to go public in Canada: • An alternative path to a U.S. exchange, taking advantage of the streamlined dual-listing path through MJDS • Potential to delay SEC registration and reduce the cost of U.S. compliance • Access to pools of capital in Canada, the U.S. and globally • Potential investor interest for my size and sector. Potential investor interest for new companies similar in size and/or sector to those already listed • Director & Officer (D&O) insurance that is significantly less expensive than for U.S. public companies • Efficient access to the Canadian short form and base shelf prospectus system READY Are you and the company ready to go and be public? Do you have the required team and infrastructure in place? • Management team has industry and public company experience • CFO has public company experience • Going public team: ׂ Canadian securities lawyer with cross-border transaction experience ׂ U.S. securities lawyer ׂ Canadian and U.S. tax advisors ׂ Auditing firm with IFRS capabilities ׂ Lead Canadian investment banker ׂ Capital Pool company (CPC) (if applicable) ׂ Canadian investor relations expertise • Understanding of the potential legal and tax considerations for a U.S. company to go public in Canada, particularly if interested in avoiding SEC registration • Understanding of the potential to grow company to eventually list on a U.S. exchange • Understanding of time commitment of CEO and CFO to the going public process, particularly for ongoing investor relations • Audited financial statements as outlined in the Listing Requirements section • Internal controls and infrastructure for corporate governance compliance and reporting • Prepared for the transparency of being a public company
TSX | TSXV U.S. Guide to Listing 2026 13 REQUIREMENTS Does your company meet the listing requirements of the Exchange (TSXV or TSX)? See the full listing requirements by sector in the Listing Requirements section of this Guide. For TSXV For TSX Company Stage If pre-revenue, have 12-18 months of working capital (can come from the capital raise) Minimum market cap ranging from $50M to $200M, dependent on sector and listing category Audited financials 2 years (IFRS compatible) 2-3 years (IFRS compatible), based on current Ontario Securities Commissions rules Company History Adequate experience relevant to the business Adequate experience relevant to the business as well as history of operations Pubic Distribution 200 public shareholders 300 public shareholders REALITY Is there investor interest for my type and size of company in current market conditions? Is going public in Canada realistic for my company? • Investor interest: Can Canadian investment bankers get investor support for your type and size of company in current market conditions? • Structure: Does becoming a public company regulated as a Canadian reporting issuer and subject to continuous disclosure equirements of Canadian securities law allow for cost savings compared to pursuing full registration with the SEC in the U.S.? • Tax: What are the potential tax consequences for shareholders and the company? • Valuation: Can we get a reasonable and attractive valuation in current market conditions compared to private markets or U.S. public markets? • Growth strategy: Does going public in Canada fit with your long-term growth strategy including, if applicable, to eventually list on a U.S. exchange?
TSX | TSXV U.S. Guide to Listing 2026 14 Getting Ready to List Many U.S. companies have listed in Canada for various reasons and are thriving as they execute their business plans. Because of cross-border legal and tax implications, it is important for your management team to understand these factors and the listing process before going too far down this path. Begin the process of determining the viability with Canadian capital providers (your regional representative can make introductions) and meeting with Canadian and U.S. counsel to determine the best structure and any potential issues. Working with a Canadian investment banker, determine the size of raise and which exchange (TSX or TSXV) to list on. More on this in the “Steps to Listing” section.
TSX | TSXV U.S. Guide to Listing 2026 15 ☑ Does your management team and board have the experience and expertise for both your industry and the public markets? ☑ Do you have a plan for tax optimization and planning at personal, shareholder and company levels? ☑ Has your company put in place the appropriate corporate governance controls for a public company? ☑ Has your management team and board of directors invested their capital in the company? ☑ Has your company developed the appropriate financial reporting and internal controls for a public company? ☑ Does your company have an attractive growth profile? ☑ Does your business model allow your company to accurately forecast revenue? ARE YOU READY TO LIST?
TSX | TSXV U.S. Guide to Listing 2026 17 STEPS TO LISTING Step 1 Determine the market for your business. Listing on TSX Listing on Toronto Stock Exchange is an option for growth-oriented companies with strong performance track records. TSX is globally recognized as a leading international stock exchange, known for its standards of fairness and innovative approach to trading. TSX provides companies with a dynamic market in which to raise capital, while offering a range of benefits that include enhanced liquidity, specialized indices, visibility and analyst coverage. Listing on TSXV Listing on TSX Venture Exchange is an option for companies looking to access public venture capital to facilitate their growth. Companies listed on TSXV are provided with the opportunity to gain a solid foothold in the public market, with the potential to work towards graduation to TSX and access to larger pools of capital. TSXV has listing requirements that are tailored to a company’s industry sector, stage of development, financial performance and operational resources.
TSX | TSXV U.S. Guide to Listing 2026 18 SPAC (Special Purpose Acquisition Company (SPAC) Program) The SPAC program offers an alternative vehicle for listing on TSX. Unlike a traditional IPO, the SPAC program enables seasoned directors and officers to form a corporation that contains no commercial operations or assets other than cash. The SPAC is then listed on TSX via an IPO, raising a minimum of $30 million. 90% of the funds raised are placed in escrow, and must then be used toward the acquisition of an operating company or assets within 36 months of listing, defined as a Qualifying Acquisition. Structures for Going Public STEPS TO LISTING Step 2 Determine the method of listing. A Flexible Approach TSX and TSXV have created a flexible approach to raising public capital. Recognizing that the financial requirements of companies are unique to their size and stage of growth, the process of going public on either of our Exchanges is efficient and cost-effective. Working with your advisors will help determine which listing method is right for your company in current market conditions. Initial Public Offering An IPO requires the completion of an application for listing and the filing of a prospectus with the applicable Canadian securities regulator(s). Qualifying Transaction / Qualifying Acquisition CPCs or SPACs are companies listed with cash on their balance sheets. They are designed as a pathway to take companies public in an efficient way. Reverse Takeover We have a long history of listing companies through reverse takeover transactions. A reverse merger allows a private company to vend into a TSX- or TSXV-listed company or shell. Direct Listing If your company is currently listed on another exchange or if it meets listings criteria you may qualify for a direct listing on TSX or TSXV. It is an efficient mechanism to access a broader pool of investors and to leverage your listing in another market. Initial Public Offering (IPO) Reverse Takeover (RTO) Direct Listing Qualifying Transaction/Acquisition (QT/QA) TSX TSXV
TSX | TSXV U.S. Guide to Listing 2026 19 A two-step alternative to the traditional IPO The CPC Program is a unique listing vehicle that can make particular sense for smaller companies going public. The program connects experienced investors with private companies by dividing the traditional IPO process in two: the creation of the CPC public vehicle shell and the Qualifying Transaction (QT). Capital Pool Company® (CPC) Program CPC Success Story To learn more about the modernization of the CPC Program, visit tsx.com/cpc. As of December 31, 2025. *The CPC Program was created in 1986. 2,850+ CPCs listed since program inception* 86% of CPCs have completed their QT, with 27 QTs in 2025 80 former CPCs currently trade on TSX $8.7B raised by former CPCs in the last five years on TSXV $10.7B raised by former CPCs in the last five years on TSX Concurrent financing to arms length investors CPC: Founders provide seed capital and create corporate vehicle, then IPO to provide public distribution. *The percentages used are for illustration purposes. The terms of each transaction are negotiated between the CPC Founders and the Private Company. Private Company Looking to raise capital and get liquidity for shareholders New public company 60-70% of Resulting Issuer ownership is retained by private company shareholders, maintaining control. 5-10% of Resulting issuer* 20%+ of the Resulting Issuer*
TSX | TSXV U.S. Guide to Listing 2026 20 Your team of advisors International companies will need to seek advisors with experience in the Canadian marketplace. In Canada, regulatory and legal obligations are applicable at both the federal and provincial levels. STEPS TO LISTING Step 3 Select your team of advisors. Expert Advice As a company looking to go public, you will need to build a team of expert advisors and seek the counsel of an investment dealer, a securities law firm, an auditor, an investor relations professional and a transfer agent. Look for professionals experienced in your industry and size of company, with the ability to offer sound financial market advice that is relevant to you and your business. Make sure you have a thorough knowledge of the policies for the appropriate exchange and the securities law requirements. A quality investor relations program is critical to your company’s ability to access capital and liquidity, enhancing your company’s visibility, reputation and investor communications program. The Global Client Team at TSX and TSXV can provide introductions to advisors who can help companies go public. Investment Dealer Investor Relations Professional Transfer Agent Securities Law Firm Auditor
TSX | TSXV U.S. Guide to Listing 2026 21 780+ graduates from TSXV to TSX* 22% of the S&P/TSX Composite Index† constituents are graduates of TSXV $577B in market capitalization of TSXV graduates Graduation to Toronto Stock Exchange A path to greater opportunity Graduating to TSX is a strategic opportunity for a company to increase its profile, liquidity and access to capital. 〉 Increased access to index products 〉 Greater visibility 〉 Access to institutional capital 〉 Enhanced liquidity * From January 2000 to December 2025. † The S&P/TSX Composite Index (the “Index”) is the product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and TSX Inc. (“TSX”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and TSX® is a registered trademark of TSX. SPDJI, Dow Jones, S&P, their respective affiliates and TSX do not sponsor, endorse, sell or promote any products based on the Index and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions or interruptions of the Index or any data related thereto. Graduation Made Easy Benefits ☑ Streamlined Process Your company’s TSXV files can be provided directly to TSX with your consent. ☑ Reduced Listing Fees The TSX application fee is waived for potential graduates and credit will be given for any TSXV transaction fees paid in the 90 days prior to listing on TSX. ☑ Waiver of Sponsorship Sponsorship requirements can be waived in most cases. ☑ Exchange Support A pre-file meeting with TSX staff to review process and timing can help to compress the timeline for a graduation.
TSX | TSXV U.S. Guide to Listing 2026 22 Dual Listing: From Public Venture Capital To Dual Listing Companies can dual list on TSXV or TSX and a U.S. market or exchange. 〉 Enhanced demand and profile 〉 Increased equity research analyst coverage 〉 Greater share liquidity 〉 Access to TSX and TSXV customer base 〉 Awareness and credibility to access Canadian customers 〉 Advantages for Canadian employees Benefits List on TSXV Graduate to TSX Dual list on a U.S. Exchange 1 2 3
TSX | TSXV U.S. Guide to Listing 2026 23 A Long-term Growth Strategy Many TSX and TSXV companies seek secondary listings on the U.S. over-the-counter (OTC) market or exchanges (e.g., NYSE, NASDAQ) to increase access to capital and liquidity. Companies that have been trading on TSX or TSXV for at least one year may take advantage of the Multi Jurisdiction Disclosure System (MJDS). Under the MJDS, the SEC accepts the filing documents submitted to a Canadian securities commission for TSX or TSXV requirements to be used for review to sell securities in the U.S. markets, with minor additions. This may result in reduced costs and effort of filing in both Canada and the U.S. All companies must register with the SEC and satisfy the listing requirements of the U.S. OTC market or exchange. For more information, please consult with a legal professional. Currently on a U.S. Market or Exchange U.S. companies that are currently trading on a U.S. exchange or OTC market can consider dual listing on TSX or TSXV. Regardless of your trading status and disclosure documents on NYSE, NASDAQ, or the OTC, you must still meet the listing requirements of TSX or TSXV, but it can potentially be a streamlined process depending on the nature of your filings. If listing requirements are met and there are no capital requirements, your company can do a Direct Listing on to TSX or TSXV. Your regional business development representative can arrange a pre-filing call with Exchange staff to review your company’s eligibility for listing. 201 Companies dual listed on TSX (166 with NASDAQ/NYSE) 58 Companies dual listed on TSXV (15 with NASDAQ/ NYSE)
Access to U.S. Investors U.S. companies may be wondering about the opportunity to raise capital in Canada and if there are any restrictions or inhibitors to financings or trading of their stock post listing. Here are several points to consider. Company Financings Certain investors in the U.S. may invest in TSX- and TSXV- listed companies. A company may offer and sell securities in the U.S. without SEC registration pursuant to available exemptions from the registration requirements under the U.S. Securities Act. The most common exemptions are to “Accredited Investors” and “Qualified Institutional Buyers”. Securities issued in the U.S. without registration or pursuant to an exemption are “restricted securities” and will bear a U.S. restrictive legend. Generally, there is no limitation on the amount that can be raised in the U.S. pursuant to such exemptions. Secondary Listing on U.S. Markets Many TSX and TSXV companies seek secondary listings on a U.S. exchange or OTC market to increase access to U.S. investors. These companies may satisfy the secondary market’s listing standards based in part on trading and pricing histories in Canada. Companies that are reporting issuers under the U.S. Exchange Act are eligible for listing on a U.S. exchange (e.g., NYSE, NASDAQ), subject to satisfying the listing requirements of the exchange. TSX Trading As a U.S. company contemplating a Canadian public offering, you should be aware of the trading opportunities and processes for your current and future U.S. shareholders. See frequently asked questions for U.S. citizens to trade TSX and TSXV stocks. Trading is also included in the Growth Accelerator mentorship program provided to all new TSX and TSXV issuers. See the section on Company Services for more information. If you decide to become a Foreign Private Issuer to avoid SEC registration, here are a few points to consider. A holder of restricted securities of a Foreign Private Issuer may resell the securities on TSX or TSXV pursuant to exclusions available under Regulation S or after one year under Rule 144 of the U.S. Securities Act. If the company is a Foreign Private Issuer, restricted securities may generally be resold through the facilities of TSX or TSXV under Regulation S, subject only to applicable Canadian hold periods and resale restrictions. Many major U.S. broker dealers can facilitate trading through the facilities of TSX and TSXV, subject to U.S. securities laws. TSX | TSXV U.S. Guide to Listing 2026 24
FREQUENTLY ASKED QUESTIONS Trading FAQ Can a U.S. citizen buy stocks listed on Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV)? Yes. As a U.S. investor, how do I trade stocks listed on TSX or TSXV? i. Trade through these U.S. online brokerages: Interactive Brokers, Fidelity (International Platform), Schwab. These platforms allow U.S. retail investors to trade nearly all TSX- and TSXV-listed issuers. For Interactive Brokers and Fidelity’s International Platform, investors will be able to access full quotes for TSX and TSXV symbols, quoted in Canadian dollars. On Schwab’s platform, investors will need to use the stock’s OTC ticker to trade it. Schwab investors will only be able to execute their trades in USD. ii. Call your broker. Not all U.S. brokerage firms offer access to every stock trading on TSX or TSXV. Some brokerages offer trading access, but limited quote information. Call your broker to find out if they provide full quotes and direct trading for the stock you wish to trade. If your broker does not offer trading for that stock, then you may consider contacting one of the online brokerage firms listed above. I bought shares (or I am considering buying shares) of a TSX or TSXV company through a Private Placement. How do I get these shares deposited and tradable in my U.S. brokerage account? If your U.S. broker informs you that they cannot deposit these shares, contact the Managing Director of Global Capital Development at TSX or Haywood Securities directly. Richard Goodman Managing Director, Global Capital Development richard.goodman@tmx.com Haywood Securities (604) 697-6170 I can’t view a particular TSX or TSXV stock on my online trading platform. How do I access information about the stock? Call your broker to see if they can provide you with access to information. If you are looking to trade the stock, they may be able to assist you with the trade on their platform or process the order for you over the phone (check with your broker to see if additional fees apply). Otherwise, you may consider contacting one of the online brokerage firms under FAQ 2(i) above. TSX | TSXV U.S. Guide to Listing 2026 25
Today’s companies require more than just a place to raise capital—they need a partner that supports them through every growth milestone and helps them optimize operational effectiveness. YOUR STRATEGIC END-TO-END PARTNER
TSX & TSXV Global Client Team TSX and TSXV issuers receive exclusive, complimentary support from our Global Client Team, providing expert capital markets guidance throughout every stage of their public company journey. TMX Corporate Solutions Beyond core support, TMX Group offers a suite of specialized enterprise solutions, providing companies with the sophisticated services needed to drive success at every stage—from private to public. Retail Investor Profile PREMIER EVENT SPACE TMX Market Centre Investor Access CORPORATE TRUST & TRANSFER AGENCY TSX Trust Accelerator Program GLOBAL NEWSWIRE DISTRIBUTION TMX Newsfile Client Intelligence PRIVATE PLACEMENTS Markette TSX | TSXV U.S. Guide to Listing 2026 27
TSX | TSXV U.S. Guide to Listing 2026 28 Accelerator Program Complimentary one-on-one education and mentorship program, to support company growth and success. SUPPORTING YOUR GROWTH TSX & TSXV Global Client Team The Global Client Team is committed to supporting TSX- and TSXV-listed issuers. As part of the listing process, you will have a designated Advisor to assist you with every stage of your growth. By leveraging a deep understanding of Canadian capital markets, the Global Client Team provides solutions, actionable insights and market intelligence that facilitate the funding, profile and success of our listed companies. Session Examples Governance Follow-on Transactions Disclosure Trading Investor Relations Environmental, Social and Governance TSX InfoSuite Graduation from TSXV to TSX How it Works 1 Select the sessions of interest. 2 Arrange a time and place with your Advisor. 3 Each one-on-one session is designed to take about an hour.
TSX | TSXV U.S. Guide to Listing 2026 29 Client Intelligence MiG The Market Intelligence Group (MiG) is part of the Global Client Team. This group works closely with capital market advisors and private companies to provide data and insights on listings, financings and trading. MiG Report The MiG Report provides year-to-date data on listings, financings and trading activity across Toronto Stock Exchange and TSX Venture Exchange, broken down by sector and region. TSX ETF Report The TSX ETF Report highlights new providers, new ETFs listed and other ETF industry news. For more information, please go to tsx.com/mig. TSX InfoSuite TSX InfoSuite® is a complimentary market data and shareholder solution for listed companies. The solution provides a wide variety of data and tools for investor relations functions, management and board reporting, as well as general market updates. Examples of the data include access to shareholder information, consolidated Canadian marketplace trading, volume-weighted average price calculators, intra-day trading, net house summaries, short positions and more. Corporate Access Our Corporate Access initiatives include enhancing listed company profiles through the creation and distribution of marketing collateral, advisory, and intelligence, to support investor engagement. Investor Access Profiling issuers to key pools of investors and providing them with opportunities to raise market awareness. Advisory Educating issuers on how to effectively approach their investor access efforts. Intelligence Keeping issuers current on company-specific shareholder and trading data in addition to peer ownership and global capital flow intelligence. Learning Academy & ESG 101 Access a wide variety of issuer-relevant resources on our education platforms, or choose to receive our bi-weekly newsletter. Content includes market insights, event notifications, podcast releases and product updates.
TSX | TSXV U.S. Guide to Listing 2026 30 TSX30 TSX30™ is a ranking of the top 30 performers on Toronto Stock Exchange over a three-year period. As our flagship program, it offers unique insight into important market trends, and shines a light on compelling companies driving progress across industries and around the world. TSX Venture 50 TSX Venture 50™ is a ranking of the 50 top-performing companies on TSX Venture Exchange over the last year. Companies are ranked based on three equally-weighted criteria of one-year share price appreciation, market capitalization increase, and Canadian consolidated trading value. Investor Profile TSX & TSXV Investor Days TSX and TSXV host regular Investor Days throughout North America and Europe, spotlighting public and private companies from across sectors and connecting them with the capital they seek. Companies have an opportunity to get in front of potential investors to pitch their ideas, and investors get an inside look at the latest and greatest businesses.
TSX | TSXV U.S. Guide to Listing 2026 31 Market Open/Close Elevator ad in office tower network across Canada TMX Money™ ads TSX/TSXV social feeds: Instagram, X, LinkedIn Outdoor digital display in downtown Toronto Programmatic display ads North American press release distribution from TMX Newsfile™ New Listing Video We Offer The Listing Experience Market Opens are broadcasted live on BNN Bloomberg, Canada’s main business television network. Brand Visibility TMX Group offers your company numerous complimentary marketing opportunities to support your new listing visibility.
TSX | TSXV U.S. Guide to Listing 2026 32 Markette Ventures End-to-end Digital Solution for Private Placements Markette Ventures brings together potential high-growth companies, accredited investors and advisors on a single platform. Whether you’re looking to raise capital, invest, or streamline deal flow, the platform empowers you every step of the way. Connecting Investors With Innovators Within the Platform Delve into a space where connections between investors, advisors and issuers are just the beginning. Intuitive User Experience Navigate with ease through a platform designed with you in mind. Enhanced Support Utilize tools designed for transparency and efficiency. Learn more at markette.ca. How We’re Innovating TMX LINX Modernizing the issuer experience TMX LINX® is the centralized portal for TSX and TSXV issuers and other stakeholders to interact with the Exchange in an easy-to-navigate, secure and efficient manner. It is the single point of access for issuers and their advisors to file submissions and correspond with the Exchange while having full transparency into the progress of their transactions from start to finish. By digitizing the process of managing the filings of public companies, we pursue our goals of: • Transparency: Visibility on timelines enhances communication and planning • Speed to Market: Ability to get to market for new listings and financings lowers market risk around transactions 10,000+ transactions processed 25% increase in transaction processing speeds
SUPPORTING YOUR GROWTH TMX Corporate Solutions TSX Trust TSX Trust provides advice and a full range of ancillary services as your company prospers and evolves, including transfer agent services, employee equity plans, debt issuance support, corporate actions services, and more. Transfer Agent Services Once you’ve made the decision to list on TSX or TSXV, you will need to select a transfer agent. Transfer agents help issuers strengthen connection with their shareholders and perform necessary governance functions, including: • maintaining shareholder registrars and transferring shares • managing investor mailings • scrutineering shareholder meetings • paying dividends and administering dividend reinvestments • supporting mergers and acquisitions and other corporate actions TSX Trust is the largest Canadian-owned transfer agent and provider of comprehensive corporate trust and custodian services. Our experienced team of professionals are experienced in both the technical and legal aspects of complex transactions, supporting you through the IPO process and beyond. Equity Plan Solutions TSX Trust Equity Plan Solutions is your strategic partner for employee equity plans that help motivate, align and incentivize employees. • Employee Stock Purchase, RRSP & TFSA Plans: Strengthen workplace loyalty by offering employees the ability to purchase company stock through a payroll deduction service. • Stock Options, Restricted Awards & Performance Awards: Incentivize and reward your employees through flawless execution of incentive and award plans. • Financial Reporting: We simplify the equity compensation process for HR and plan administrators, as well as compliance-related tasks for financial professionals, through in-depth reporting services. • Trustee Services: We offer a comprehensive suite of trustee services, including acting as trustee for RRSP and TFSA plans, and purchasing or holding securities for the benefit of employees until the assets become vested. Learn how TSX Trust Equity Plan Solutions can simplify your plan administration at tsxtrust.com/equity-plan-solutions. For more information on TSX Trust, please contact us at tsxtrust.com/about-us/general-contacts. #1 market share ~2M shareholders serviced ~300 experienced employees ~2,000 clients
TSX | TSXV U.S. Guide to Listing 2026 34 TMX Newsfile Your listing is a defining milestone. TMX Newsfile™ is an exchange-integrated news distribution and regulatory filing service designed to support you at the moments that matters most. By combining global news distribution with seamless SEDAR+ and EDGAR filing capabilities, TMX Newsfile can help you meet disclosure requirements with confidence while maximizing market visibility. Why new issuers choose TMX Newsfile: • News Distribution & Global Reach: Whether you are a domestic or international issuer, TMX Newsfile’s distribution network delivers your news to leading financial terminals, syndication partners, and digital channels so your disclosures reach the audiences that matter. • SEDAR+ and EDGAR Filing Services: TMX Newsfile handles news distribution alongside SEDAR+ and EDGAR filings within one unified, secure platform, helping you simplify disclosure workflows and meet regulatory requirements efficiently. • Disclosure Aligned with Exchange Requirements: As part of TMX Group, TMX Newsfile works closely with exchange requirements to support compliant disclosure and provide a trusted foundation for your company. • Tailored for Every Growth Stage: From cost-effective solutions for emerging issuers to advanced analytics and investor relations tools for established companies, TMX Newsfile’s services can scale as your disclosure needs evolve. • 24/7 Expert Support: Markets do not sleep. TMX Newsfile provides round-the-clock, live support to ensure your disclosures are handled accurately, efficiently, and on time. For more information, contact newsfile_sales@tmx.com or visit tmxnewsfile.com. TMX Market Centre TMX Market Centre® is a premier event space in Toronto’s Financial District: the heart of Canada’s capital markets. The space features a modern, versatile venue for conference rental, meeting room bookings, teambuilding events, market opens and closes, or corporate events. Bookings For more information, visit marketcentre.tmx.com or contact events@tmx.com. 2,500+ clients trusted globally 1997 established 24/7/365 live support availability All-in-One news, filings & XBRL
Our Sectors
TSX | TSXV U.S. Guide to Listing 2026 36 Diversified Industries TSX and TSXV provide access to equity capital that is essential for growth-oriented companies from all around the world. ☑ Access To Capital Between 2021-2025, Diversified Industries companies raised $47 billion of equity capital on TSX and TSXV. ☑ Liquidity & Trading Diversified Industries companies in Canada continue to attract domestic and international investors. In 2025, 29 billion shares of Diversified Industries companies traded on our Exchanges. ☑ Growth Support TSXV-listed companies have the potential to graduate to TSX as they grow and mature. ☑ Tailored Listing Criteria Listing requirements are tailored to companies at varying stages of growth. ☑ Global Visibility Diversified Industries companies listed on TSX and TSXV are covered by an average of 5 analysts and it is estimated that 40% of all trading on TSX and TSXV originates outside of Canada. Key Benefits 434 companies with a total market capitalization of $3.0 trillion
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