Canada is the best and most important financing center in the world to raise funds for resource companies. Toronto Stock Exchange is a leader in the mining industry. There are more mining companies listed here than any other exchange in the world. Therefore, TSX is the only exchange that can provide mining enterprises with the opportunity to have the largest mining member in the world, which can bring them many benefits, including premium issuance, transaction visibility, analyst reports, professional indexes, capital liquidity and special requirements for certain industries.
I unprofitable mining companies can be listed on the Toronto Stock Exchange.
The listing of mining companies on Toronto Stock Exchange is completely different from that of manufacturing and technology companies: the main board and growth enterprise market of Toronto Stock Exchange have very special requirements for mining enterprises, and there are basically no hard and fast rules on profitability or business records. In addition to the necessary working capital requirements, the key indicators of its listing financing are exploration or development rights and resource reserves.
1. Basic conditions for listing of mining companies
● The company discovers, purchases or delineates promising mineralized areas, occupies mineral rights and obtains mineral projects;
● Use the acquired project for initial financing or other means to obtain funds (working capital);
● Make use of existing funds for field exploration, ore prospecting or partial drilling;
Through field work, testing and research, important mineralized bodies have been discovered. Announce the results of the second financing to the public;
● Then complete the feasibility study (reserve calculation) report (as required by National Instrument 43–101). Ni 43–101Accept JORC, SAMREC and international standards of resources and reserves);
● Raise funds for mine and factory construction by means of bank loans and financing;
● The company provides legal and valid mining right certificates, such as exploration right certificate, mining right certificate, geological report, reserve record certificate, mining drawings, environmental protection license, safety production license, etc. , and has paid the tax and resource tax of the above documents in full.
2. Basic requirements for listing of mining companies
Toronto Stock Exchange Growth Enterprise Market
Toronto stock exchange main board
Management and board of directors
1. Business-related experience and expertise
2. Rich experience of relevant listed companies.
3. Two independent directors
Public offering of shares
200 public shareholders
500,000 shares held by the public
Public shareholders hold at least 500,000 Canadian dollars in shares.
At least 20% public ownership
300 public shareholders
6,543,800 shares held by the public.
Public shareholders hold at least 4 million Canadian dollars in shares.
(No minimum share price requirement)
sponsor
1. This is usually required as evidence of due diligence.
2. A letter of recommendation issued by an approved broker/dealer, which is used to evaluate the company's ability to fulfill its obligations as a listed company.
Financial requirements
1. Depending on the maturity of the business, the requirements will vary greatly.
2. Some categories need income statement and cash flow statement, but companies without income can go public by meeting other financial requirements.
Production mining company
According to the calculation of independent professionals, the proven and possible reserves can meet the mining period of at least 3 years, and there is satisfactory evidence from the exchange to prove the possible profitability in the future through the feasibility study report or historical production and financial documents; Or is in production, or has made a production decision on the qualified project or mine in (i) above; There are enough funds to put the mine into commercial production, enough working capital to support all the budgeted capital expenditures, carry out business and have an appropriate capital structure. The resource source and fund use plan (quarterly) for 18 months prepared by the management must be submitted and signed by the chief financial officer, including all planned and required expenditures; Tangible net assets of $4 million.
Mineral exploration and development company
"Advanced exploration projects" confirmed by reports issued by independent professionals. Generally speaking, the exchange thinks that the project is advanced enough, and if the mineralization continuity is good, it will be confirmed in three dimensions that it has exploitable grade; An exploration and/or development work plan of at least $750,000 recommended by independent professionals to meet the requirements of the Exchange will be sufficient to advance the exploration project. There are enough funds to complete the exploration and/or development project plan, which can meet the comprehensive administrative expenditure, estimated project cost and fixed assets investment for at least 18 months. Working capital of at least USD 2,000,000 and an appropriate capital structure prepared by the management must be submitted; Tangible net assets of $3 million. Project (property) ownership: the company must hold or have the right to own and maintain at least 50% equity in qualified projects. If the company holds less than 50% but more than 30% of the shares, as an exception, it can also be considered based on the project scale, advanced nature and strategic alliance. If the company does not own 100% of the project equity, the project expenditure undertaken by the company shall be determined according to its equity ratio. Industrial minerals: At present, industrial mineral companies (with industrial mineral projects, but their minerals have not been listed) are required to submit commercial contracts and meet relevant conditions.
Exception requirements for listing qualification
Tangible net assets of $7.5 million;
Earn pre-tax profits from business activities in the fiscal year before applying for listing;
The pre-tax cash flow in the fiscal year before listing application was $700,000, and the average pre-tax cash flow in the two fiscal years before listing application was $500,000;
Calculated by independent professionals, the proven or possible reserves are enough for mining for 3 years;
Adequate working capital and appropriate capital structure to support the business.
Distribution of public shareholding
At least 65,438+0,000,000 shares (with a market value of at least US$ 4,000,000) are freely traded and held by at least 300 members of the public, each holding 65,438+000 shares (one hand) or more. In some cases, the distribution of public shares is not achieved through initial public offering, for example, through reverse acquisition, share exchange or other issuance methods, the exchange needs evidence to prove that the company's shares will form a satisfactory trading market.
Management hierarchy
When considering the listing application of the applicant company, its management is also a very important factor. The Exchange will consider the background and professionalism of the management on the basis of the company's business. The management (including the board of directors of the company) must have sufficient experience and professional knowledge related to the company's business and mining, as well as experience as a listed company. The company will be required to have at least two Canadian directors, unless it is a foreign company that fully meets the listing conditions of foreign companies.
Sponsorship status or alliance
Companies applying for listing must be sponsored by the "participating institutions" of the exchange. Sponsor or alliance with a mature large enterprise is very important in determining whether the company is suitable for listing. Especially when the company barely meets the minimum listing requirements, the nature of the sponsor or consortium will also be considered. In addition to the normal requirements for the sponsors of the applicant company, the sponsors of the mining company should also evaluate and express their opinions on the applicant company in the following aspects:
The1August fund source and use plan (quarterly) prepared by the company's management to ensure all planned and foreseen exploration and development plans, comprehensive and administrative expenditures, project payments and other fixed assets expenditures of the company;
The sponsor conducts on-the-spot investigation on the applicant's project;
Land use period, relevant laws and regulations and written agreements, political risks, legal system, mining capacity, conditions for maintaining mining rights, legal obstacles and other obstacles related to maintaining the safety of mineral projects of the company.
Company management experience and technical expertise related to mining business.
Other factors Regardless of whether the listing application meets the minimum requirements for rejecting or approving the listing application, the Exchange will consider the advantages and other factors that it considers relevant to the evaluation of the listing application within its power.
Second, the listing mode of mining companies in Toronto Stock Exchange
1, initial public offering (IPO): As a traditional listing method, IPO does not dominate the Growth Enterprise Market.
2, listing and public offering at the same time; At the same time of listing on Growth Enterprise Market (TSXV), issuing prospectus is a common way for overseas companies to publicly issue securities. This is also a necessary way to achieve sufficient securities circulation to meet the listing standards and raise additional capital.
3. Anti-takeover (shell listing): In anti-takeover (RTO), companies listed on Growth Enterprise Market (TSXV) become the channel for overseas companies to seek listing. In this process, listed companies can obtain all or part of the shares of overseas companies; In exchange, overseas companies also get enough shares of listed companies, and the shareholders of overseas companies finally get the controlling rights of listed companies on Growth Enterprise Market (TSXV).
4. Capital Bank Company (CPC): The capital fund company scheme is the exclusive listing channel provided by Growth Enterprise Market (TSXV) for overseas companies (or assets) engaged in exploration, mining or oil and gas business. The first step of this method is to set up a new capital fund company, which has rich management experience and no other assets except cash resources, and is listed on the Growth Enterprise Market through initial public offering (IPO). After the initial public offering, the capital bank company must look for the target of the acquired company (or assets) and then make mergers and acquisitions. The funds raised by Capital Bank Company through initial public offering are mainly used for search projects and related investigations.
Three. Toronto Stock Exchange Listing Approval Process
(1) Formal application
The required supporting documents are listed in the listing application. When the company plans to apply for stock listing through the prospectus, the company can require all the conditions of the transaction to agree to the stock listing before applying for listing, and then issue it to the public. 35. The preliminary prospectus and personal information form required by this Exchange.
(2) Listing application procedures
Upon receipt of the listing application, the Exchange will notify the insider to confirm whether all the documents required to complete the evaluation have been submitted and submit them in the format specified by the Exchange. Applicants will have 75 days to submit any missing documents. Failure to submit the application within 75 days will result in the application being rejected, and the application fee will be paid when re-applying. The Exchange will do its best to evaluate the application and make a decision within 60 days after receiving all the documents. The Exchange will also try its best to adjust the applicant's timetable for completing the prospectus and stock issuance. At any time of evaluation, the Exchange may request additional information or documents, which may extend the evaluation time.
After the evaluation is completed, the Exchange will decide:
(1) give conditional approval.
Conditional approval of listing application is based on meeting the specified conditions within 90 days.
② Postponement
The listing application was postponed due to the solution of specific problems. If the solution of a specific problem fails to meet the requirements of the Exchange within 90 days, the application will be rejected.
③ Reject
The listing application was rejected, and the Exchange will not consider the application for 6 months.
(3) Listing agreement
Every listed company must sign a listing agreement, requiring it to abide by the rules and policies of the exchange.
(4) Stock listing and listing approval
After the application documents are examined and approved by the Exchange, the application shall be submitted to the Committee of Listed Companies of the Exchange composed of securities personnel. Listing on the exchange is an honor, not a privilege. For example, the Committee of Listed Companies may think that a company should not enjoy the honor of listing, even though it has met the minimum listing requirements. If the committee of listed companies agrees to the listing of the company's shares, the exchange will choose a designated securities company as the market maker of the shares. Designated market makers have the responsibility to help maintain the order of the securities trading market. It usually takes 2-3 weeks to select the designated marketers. Once the listing application is approved, the stock can start trading in a short time, but generally speaking, it cannot exceed 90 days after the listing application is approved. Where listed stocks are publicly issued to the public, they may also be listed and traded before the end of the issuance at the request of the company.
(5) Listing statement
The Exchange shall prepare a listing statement according to the listing application and the company's financial statements. This is not a prospectus. The listing statement aims to provide information for participating institutions, government agencies related to the securities industry, news media, financial associations and other public investors. Interested parties may subscribe, and their copies shall be kept by the Exchange for public inspection. The Exchange is responsible for printing the listing statement, but the printing expenses shall be borne by the listed company.
(6) Disclosure of documents
After the listing application is finally approved, all supporting documents shall be made public, and the Exchange may issue them to the public when it deems it necessary. As long as the Exchange believes that the documents disclose secret financial information, personal information and other information, and the documents are not suitable for public access, they should be avoided, and the Exchange can always hold such documents without making them public. All listed companies are named as "report issuers" by the Ontario Securities Association and must comply with the provisions of the securities law for disclosure.
Fourthly, the advantages of Toronto Stock Exchange over China companies.
Raise funds, and the transaction is highly liquid.
These two markets have cultivated emerging enterprises into global leading enterprises.
Strong equity culture -49% Canadian shares
The overall professional service fees and supervision fees are lower than those in the United States and Britain.
The Canadian Regulatory Commission and the Stock Exchange are:
User oriented
Based on principles, not rules
Analysts report that it is possible to join the index at an earlier stage.
The Cross-jurisdictional Disclosure System (MJDS) allows Canadian documents to enter the US capital market.