Introducing TSX Sandbox, a new listings initiative
Toronto Stock Exchange (“TSX”) is providing guidance with respect to its exercise of discretion in the application of (i) original listing criteria and (ii) listing standards applicable to transactions involving changes in the capital structure of listed issuers, which TSX refers to as the “TSX Sandbox”.
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A NEW LISTINGS INITIATIVE
Copyright © 2019 TSX Inc. All rights reserved.
First of its Kind
Toronto Stock Exchange is proud to launch TSX Sandbox - the only stock exchange "sandbox" programme to bring exceptional/novel entrants to the capital markets.
Encourages Innovation
Provides support for novel financing structures proposed by issuers already listed on TSX.
Relevant to new applicants in all sectors, including the innovation space, which have high growth potential but do not meet traditional criteria such as profitability or operating history.
Customizable
TSX Sandbox does not include a prescribed list of eligibility factors or conditions to achieve TSX listing - both are adapted to the individual applicant.
Pragmatic
If an applicant is suited for the senior public market, TSX Sandbox provides a route to listing if the applicant wouldn't otherwise meet standard TSX listing requirements. The focus is on the outcome: broadening capital markets participation in a transparent way with accountability to maintain market quality.
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BENEFITS
TORONTO STOCK EXCHANGE
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Anne Child
Director, Listed Issuer Services
+1 403-218-2859
anne.child@tmx.com
+1 403-218-2859 | anne.child@tmx.com
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RECENT TSX SANDBOX LISTINGS
Waivers / Exemptions Granted: waiver of s. 309(c)(i) of TSX Company Manual (requirement for a minimum of $10,000,000 in the treasury, the majority of which has been raised by the issuance of securities qualified for distribution by a prospectus).
Sandbox Specific Listing Condition: appointment of a corporate secretary with TSX public company experience.
Exit Conditions:
(1) receipt of a prospectus (including a non-offering prospectus); and
(2) no significant compliance issues for a 12-month period
Exit Conditions Satisfied: October 8, 2020
TSX: HUT
TSX: FXC, FXC.WT
Waivers / Exemptions Granted: Sections 309(a)(ii) & (iii) of the TSX Company Manual (requirements for historical earnings and pre-tax cash flow).
Sandbox Specific Listing Condition: Public offering resulting in minimum gross proceeds of $50 million.
Exit Conditions:
(1) Deployment of 50% of the proceeds raised pursuant to the public offering and the accompanying private placement to Fax Investments Inc.; and
(2) Public filing of interim financial statements reflecting a full quarter of operating history subsequent to listing on TSX.
Exit Conditions Satisfied: May 20, 2021
Waivers / Exemptions Granted: waiver of s. 309(c)(i) of the TSX Company Manual (requirement for a minimum of $10 million in the treasury, the majority of which has been raised by the issuance of securities qualified by a prospectus).
Sandbox Specific Listing Condition: Public filing of an Annual Information Form and prominent quarterly disclosure of digital assets and investments.
Exit Condition: No significant compliance issues for a 12-month period.
Exit Condition Satisfied: August 4, 2021
TSX: GLXY
Waivers / Exemptions Granted: waiver of s. 309(a)(ii) & (iii) of the TSX Company Manual (requirements for historical earnings and pre-tax cash flow).
Sandbox Specific Listing Condition: IPO proceeds of at least $75 million and market capitalization at TSX listing date of at least $250 million.
Exit Conditions: Exit upon the later of (i) deployment of 50% of IPO proceeds and (ii) 12 months from TSX original listing date. Additionally, at the time of exit, must demonstrate (i) no significant compliance issue for a 12-month period and (ii) compliance with the provisions of Part VII of the TSX Company Manual.
Exit Conditions Satisfied: September 23, 2022
TSX: ARR
Waivers / Exemptions Granted: Sections 309(a)(ii) & (iii) of the TSX Company Manual (requirements for historical earnings and pre-tax cash flow).
Sandbox Specific Listing Condition: completion of a public raise of at least $100 Million in minimum gross proceeds and completion of a concurrent private placement with management for $7 Million minimum gross proceeds (the "Management Investment").
Exit Conditions: The Company has (i) deployed 50% of the proceeds raised pursuant to the Offering and the Management Investment; and (ii) publicly filed interim financial statements reflecting a full quarter of operating history subsequent to listing on TSX. In addition, no outstanding TSX compliance and disclosure issues are on record at the time of exit.
Exit Conditions Satisfied: August 4, 2022
TSX: STCK, STCK.WT