Theralase Technologies Inc. V.TLT

TSX Listing Requirements

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Listing Requirements of the Toronto Stock Exchange – Industrial, Tech., Research & Dev. Issuers

– *updated April 1, 2021 –

The Toronto Stock Exchange (TSX) has different listing requirements for natural resource, finance, and industrial and technology companies.

The attached chart set-out the listing requirements of the TSX for industrial, technology and life sciences companies which are referred to as research and development companies.

We are always open to talk to corporate executives who are considering listing on the TSX.  The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company desiring to list is strong in all listing categories but for one.  Do feel free to book an appointment with us if you need assistance to determine if your company qualifies to list on the TSX or other exchange.

TSX – Industrial & Technology Companies Listing Requirements

Requirements	Profitable Companies	Companies Forecasting Profitability	Technology Companies	Research & Development Companies
Pre-Tax Income Last Year	C$200,000	C$200,000	N/A (Evidence for current or next fiscal year only)	N/A
Pre-Tax Cash Flow Last Year	C$500,000 in fiscal year immediately prior to filing application	C$500,000 (Evidence for current or next fiscal year)	N/A	N/A
Minimum Operating History	One Year	N/A	Advanced stage development or commercialization of product/services	Two years of R&D expenditures
Net Tangible Assets	C$2,000,000	C$7,500,000	N/A	N/A
# of Public Board Lot Holders	300	300	300	300
Minimum Free Trading Public Float	1,000,000	1,000,000	1,000,000	1,000,000
Value of Free Trading Public Float	C$4,000,000	C$4,000,000	C$10,000,000	C$4,000,000
Market value of Issued Securities to be Listed	N/A	N/A	C$50,000,000	N/A
Minimum Cash in Treasury	N/A	N/A	C$10,000,000	C$12,000,000
Minimum Additional Working Capital	Adequate given business	Adequate given business	One year coverage	Two years coverage
Sponsorship Required	No	Yes(1)	Yes	Yes

_{Note: (1) an applicant will be exempt from the sponsorship requirements if they have (a) net tangible assets of $7,500,000; (b) pre-tax income of at least $300,000; and (c) pre-tax cash flow of $700,000 in the fiscal year immediately preceding the filing of the listing application and an average pre-tax cash flow of $500,000 for the two fiscal years immediately preceding the filing of the listing application.}

The listing staff of the Toronto Stock Exchange will also look at the suitability of all officers, directors and stockholders holding 10% or more of the company’s stock. Companies must have at least two Canadian independent directors. They must also have a Toronto Stock Exchange participating organization sponsor their listing unless they meet the senior company listing criteria.

All companies listed on the Toronto Stock Exchange must agree to abide by the corporate governance requirements of the exchange.