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On December 13, 2023, the TSX Venture Exchange (“TSXV“) announced that the new TSXV Passport Listing Process (the “TSXV Passport System“) is now available, offering eligible advanced applicants an expedited route to listing on the TSXV.

The TSXV Passport System was introduced as result of the TSXV’s Venture Forward initiative aimed at creating faster pathways for entrepreneurs to go public, raise capital, and achieve liquidity while upholding TSXV listing standards. The TSXV Passport System is designed to fast-track the listing of advanced applicants meeting specified criteria.

TSXV Passport System Eligibility

To be eligible for the TSXV Passport System, applicants are required to:

1. Meet initial listing requirements within Policy 2.1 of the TSXV’s Corporate Finance Manual, without requiring waivers;
2. Meet the minimum working capital & financial resources threshold of $500,000 in unallocated funds; and,
3. Either:
   • complete a minimum $10 million majority arm’s length equity financing in connection with the listing application; or
   • have a market capitalization of at least $50 million at the time of listing, and:
     1. have a minimum of $5 million of revenue in the most recent financial year, or
     2. complete a majority arm’s length equity financing representing not less than 10% of the number of issued and outstanding shares at the time of listing.

TSXV Passport System Listing Process

To list on the TSXV via the TSXV Passport System, an applicant is required to:

• Prepare a pre-filing letter, evidencing the applicant’s ability to meet the TSXV Passport System eligibility requirements, and attend a pre-filing meeting with the TSXV (eligibility will be determined within three business days of the pre-filing meeting);
• File a TSXV Passport System application consisting of the same documents as all other listing applications on the TSXV (including a draft disclosure document, financial statements to be included in the disclosure document, completed Form 2J Securityholder Information, etc.), as well as a detailed submission letter requesting that the application be reviewed using the TSXV Passport System and outlining the relevant eligibility criteria; and
• Respond to the TSXV’s first comment letter, which the TSXV provides on an expedited basis, and subsequently take any action deemed necessary by the TSXV to complete the review process.

Applications received via the TSXV Passport System will be subject to the standard listing fees, as set out in the TSXV Corporate Finance Manual.

Due to the expedited process, applicants pursuing the TSXV Passport System must be at an advanced stage of due diligence and file readiness, by having all documents prepared early in the process pursuant to the TSXV Passport System requirements. Applicants that have prolonged response times to TSXV staff, or material challenges in meeting TSXV listing requirements, may have their eligibility for the TSXV Passport System reviewed.

As a result of the TSXV Passport System, eligible applicants should experience increased efficiencies, faster transaction timelines, and reduced costs. Members of the Capital Markets Group at Fogler, Rubinoff LLP would be pleased to discuss how the TSXV Passport System may be suitable for your business.

This publication is intended for general information purposes only and should not be relied upon as legal advice.