Editor’s note: This is general educational information about the admission requirements of the TSX Venture Exchange. It is not investment, legal or accounting advice, and exchange policies change. Everything below is drawn from the exchange and securities regulator documents listed at the end.

Admission to the TSX Venture Exchange is not a single test. It is a sorting exercise. The exchange puts an applicant into a tier, then into an industry segment, and only then applies numbers. Policy 2.1, the Initial Listing Requirements as at March 31, 2026, sets out the grid, and reading it makes clear that the phrase “listing requirements” covers half a dozen different sets of thresholds that have little in common beyond the exchange’s discretion to override any of them.

Tiers, segments and the numbers attached to each

The exchange classifies issuers into tiers based on historical financial performance, stage of development and financial resources at the time of listing. Within each tier it then applies separate requirements to mining, oil and gas, industrial or technology or life sciences, and real estate or investment applicants.

A Tier 2 industrial, technology or life sciences applicant must show $750,000 in net tangible assets, or $500,000 in revenue, or $2,000,000 of arm’s length financing. Arm’s length financing is defined in the same policy as equity financing from which less than 50% of the proceeds come from non-arm’s length parties. A Tier 2 real estate or investment applicant faces a higher bar of $2,000,000 in net tangible assets or $3,000,000 of arm’s length financing. A Tier 2 mining applicant has no net tangible asset test at all, but must have a significant interest in a qualifying property, evidence of no less than $100,000 of approved expenditures on it within the 36 months before the application, and a recommended work program with an initial phase of no less than $200,000.

Tier 1 moves the same dials. An industrial, technology or life sciences applicant needs $5,000,000 in net tangible assets or $5,000,000 in revenue. A mining applicant needs $2,000,000 in net tangible assets, a material interest in a Tier 1 property, and an initial work program phase of no less than $500,000. An investment issuer needs $10,000,000 in net tangible assets.

Working capital is tested against time rather than against a fixed sum. A Tier 2 issuer must have adequate working capital and financial resources to carry out its stated work program or business plan for 12 months following listing, plus $100,000 in unallocated funds. A Tier 1 issuer must cover 18 months and hold $200,000 unallocated.

Distribution, price and capital structure

The distribution tests are the part of the policy most often summarised badly. A Tier 2 issuer needs a public float of 500,000 shares, 200 public shareholders each holding a board lot with no resale restrictions on their shares, and 20% of the issued and outstanding shares in public hands. A Tier 1 issuer needs a public float of 1,000,000 shares, 250 such public shareholders, and the same 20%.

The exchange also polices the quality of that float. Shares obtained in a distribution that breached securities laws or exchange requirements are excluded, as are shares distributed principally by way of gift. Where fewer than 25 shareholders hold more than one-half of the public float, the policy calls that a tight float and allows the exchange to require further distribution.

Price enters directly. An issuer cannot sell securities in its initial public offering for less than $0.10 each. Where there is no concurrent financing, the minimum price at which a convertible security can be exercisable without triggering escrow or seed share resale restrictions is the greater of the market price and $0.05. If the exchange finds that shares were issued to any person at an effective price of less than $0.05 before the proposed new listing, it may demand more information or amendments to the capital structure before approving the application. An application can be refused outright where the capital structure appears excessively dilutive or imbalanced.

Applications must also be sponsored. The exchange requires a listing application to be sponsored by a TSXV member firm, and the sponsoring member assesses the company’s suitability for going public and helps determine the route, whether an initial public offering, a capital pool company, or a reverse takeover.

Escrow, and what it costs

Escrow is governed by securities regulators rather than by the exchange. National Policy 46-201 sorts issuers into exempt, established and emerging categories immediately after the IPO. An issuer with a market capitalization of at least $100 million, calculated by multiplying the outstanding securities of the class offered by the IPO price, is exempt and its principals are not escrowed. A TSX Venture Tier 1 issuer is an established issuer. Everything else on the exchange is an emerging issuer.

The difference is measured in years. A principal of an established issuer sees escrow securities released over an 18-month period: 1/4 on the listing date, then further tranches at 6, 12 and 18 months, which in the simplest case works out to equal tranches of 25%. A principal of an emerging issuer waits three years, receiving 1/10 on the listing date, then 1/6 of the remainder at 6 months, 1/5 at 12 months, 1/4 at 18 months, 1/3 at 24 months, 1/2 at 30 months and the balance at 36 months. In the simplest case that produces equal tranches of 15% after the listing date release.

The exchange’s own Schedule of Fees adds the cash cost. A voluntary preliminary assessment costs a non-refundable $5,000. A new listing application must be accompanied by a non-refundable $10,000 before review begins, credited against the final fee. That final fee scales with listing capitalization, starting at $10,000 plus 0.4% of capitalization up to $2,500,000 and flattening to $48,500 plus 0.1% of the excess above $15,000,000, subject to a maximum of $70,000. Thereafter the annual sustaining fee is $5,500 plus 0.011% of aggregate market capitalization, capped at $90,000, with an additional monthly charge of 1.5% of any unpaid balance.

Analysis: the grid is a proxy for who bears the risk

The structure of Policy 2.1 says something the individual numbers do not. Every quantitative test in the Tier 2 mining and oil and gas columns is a test of committed spending rather than of accumulated value, while the industrial and real estate columns test assets, revenue or money raised at arm’s length. The exchange is not applying one standard of financial substance. It is asking a different question of each segment: whether an exploration company has funded a defensible work program, and whether an operating company has either a balance sheet or an outside investor willing to price it.

The escrow schedules run on the same logic from the opposite direction. Tier 1 status converts a principal from a three-year escrow to an 18-month one, and a market capitalization of at least $100 million removes escrow altogether. The regulator is treating scale and tier as evidence that the market can discipline insiders without a lock-up, and treating the smallest issuers as cases where it cannot. A reader comparing two venture issuers should therefore check the tier before reading anything else, because tier drives both the entry thresholds and how long insider stock stays frozen.

Two limits are worth keeping in view. The grid establishes a floor, not a judgment on the business: section 5 of Policy 2.1 lets the exchange consider the past conduct of insiders, compliance history and whether a distribution appears susceptible to manipulation, and it can refuse an application that satisfies every number. And the fee schedule shows how modest the toll is in absolute terms, with a maximum new listing fee of $70,000 against filings, sponsorship and audit costs that the policies do not attempt to quantify. What a listing certifies is that thresholds were met on a date, not that the work program will succeed.