New TSX listing rules reshape the paths to going public

The Toronto Stock Exchange (TSX) has made significant amendments to the original listing requirements (OLRs) in Part III of the TSX Company Manual (Manual), effective November 6, 2025. The changes modernize, simplify and align listing standards for diversified, mining and oil and gas issuers, while codifying TSX’s expectations for sponsorship.

This summary outlines the principal amendments to OLRs and provides guidance for issuers, sponsors and legal advisors navigating the updated framework. 

Key changes at a glance

• Escrow relief: Issuers listing on the TSX with a market cap ≥ $100M at the time of listing will be exempt from escrow.


• Diversified issuers: Diversified issuers now follow three structured listing routes: (i) income & revenue-producing companies, (ii) pre-income producing companies, and (iii) new enterprise companies.


• Mining issuers: TSX introduced a third category called Senior Mining Companies, providing mining applicants with three distinct listing paths, alongside Producing Mining Companies and Mineral Exploration & Development-Stage Companies.


• Oil and gas issuers: TSX removed the Development Stage category, leaving two listing paths for oil and gas issuers: (i) Oil and Gas Companies and (ii) Senior Oil and Gas Companies.


• Sponsorship triggers: Sponsorship is required if an application (i) lacks an underwritten prospectus within six months of listing, (ii) involves emerging market jurisdictions, (iii) raises governance concerns, or (iv) requires additional review of management or resource property ownership.


• Public float: issuers will need to have greater than 1M freely tradeable shares held by ≥ 300 public holders (each with ≥ 1 board lot, which would be 100 securities if the market price is $1.00 at the time of listing). 


• Run rate calculations: issuers will need to satisfy the TSX of sufficient funding to sustain operations for 12-24 months (depending on listing category) from the date of listing that is signed by the CFO (and in the case of mining issuers, a QP) and will permit undrawn credit facilities and other funding commitments to achieve this requirement.

To list on TSX, companies must qualify under one of three categories – Diversified, Mining, or Oil & Gas, and meet the applicable ORLs. These rules set clear thresholds for business operations, funding, market capitalization, and governance practices.

Diversified issuer listing pathways (Section 309)

TSX structured diversified issuer eligibility into three routes: (i) income and revenue-producing, (ii) pre-income producing, and (ii) new enterprises. Each pathway contains defined operations, funding and market-support tests.

Key takeaways: TSX has introduced clear, segmented listing paths for diversified issuers, making it important for companies to select the right category. Each path carries distinct financial, funding, and market requirements, so issuers should ensure accurate CFO-certified quarterly run-rate calculations, strong management credentials, and alignment of disclosures and capital structure with their chosen route.

Income and revenue producing companies – Section 309(a)

This category is designed for applicants with mature businesses that produce income or have significant revenues. There are two streams available under this category: (i) Income Test and (ii) Revenue Test.

	Income Test	Revenue Test
Operations	At least $750,000 in annual pre-tax net income from its continuing operations in the most recent fiscal year	At least $10 million in annual audited revenue in the most recent fiscal year
Funding	Positive working capital in recent audited and interim financial statements; or Other acceptable evidence of liquidity	Positive pre-tax cash flow from operations in recent audited and interim financial statements; or A 12-month run-rate showing sufficient funding
Market support (minimum)	$100 million	$100 million

 

Pre-income-producing companies – Section 309(c)

This category is designed for applicants with operating businesses that do not yet produce significant revenue and for certain real estate investment trusts. There are two streams available pursuant to this category: (i) Expenses test and (ii) Lease test.

	Expenses Test	Lease Test
Operations	At least one year of audited operating expenses that demonstrate ongoing efforts to advance its business	Assets under construction with executed leases expected to begin shortly, and signed imminent leases
Funding	A 24-month run-rate showing sufficient funding	Evidence that the primary business is to generate rental revenue from constructed assets; and A 12-month run-rate showing sufficient funding
Market support (minimum)	$50 million	$50 million

 

New enterprise companies – Section 309(d)

This category is designed for applicants that do not have an existing business, but have an experienced management team, proof of business concept and adequate funding. There are two streams available pursuant to this category: (i) 12-Month Test and (ii) 24-Month Test.

	12-Month Test	24-Month Test
Operations	Management has relevant experience and the business concept has been demonstrated. TSX generally expects at least one director with recent Canadian public-markets experience	Management has relevant experience and the business concept has been demonstrated. TSX generally expects at least one director with recent Canadian public-markets experience
Funding	Raised at least $100 million in equity within six months before filing; and A 12-month run-rate demonstrating sufficient funding to advance the project in line with feasibility milestones	A 24-month run-rate demonstrating sufficient funding to advance the project in line with feasibility milestones
Market support (minimum)	$100 million	$200 million

 

Mining issuer eligibility criteria – Section 314

There are three categories available to applicants in the mining sector: (i) Producing Mining Company, (ii) Mineral Exploration & Development Company and (iii) Senior Mining Company.

Key takeaways: Mining issuers should be prepared to meet the TSX’s enhanced listing requirements, which includes codifying the requirement to have a mineral resource or mineral reserve estimate supported by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (NI 43-101) technical report authored by an independent qualified person (QP) as defined by NI 43-101, and an 18-month run-rate signed by both the CFO and a qualified person (QP). Issuers must also demonstrate adequate capital structure and working capital, meet market capitalization thresholds, management with industry and public company experience and generally hold a minimum 50% interest in their Qualifying Property (being a material mineral project for an issuer that will be relied upon in order to meet the minimum listing requirements).

	Producing Mining Company	Mineral Exploration & Development Company	Senior Mining Company
Qualifying Property as detailed in a NI 43-101 report	Proven and probable reserves to provide a 3 year mine life on a Qualifying Property, supported by an independent NI 43-101 technical report; and evidence indicating a reasonable likelihood of future profitability supported by a feasibility study or documented historical production and financial performance	Mineral resource estimate and/or a mineral reserve estimate on a Qualifying Property supported by an independent NI 43-101	Proven and probable reserves on a Qualifying Property to provide a 3 year mine life prepared by an independent QP
Production OR work program	In production or have made a formal production decision on the relevant Qualifying Property	Planned work program of exploration and / or development of at least $5 million* that is satisfactory to the TSX and that is recommended by a QP in a NI 43-101 technical report	None
Funding	An 18-month run-rate calculation signed by both the CFO and a QP, showing sufficient funding to bring the property into commercial production and adequate working capital to fund all budgeted capital expenditures	An 18-month run-rate calculation signed by both the CFO and a QP showing sufficient funding to complete the planned program of exploration and/or development and capital expenditures for the period	Adequate working capital to carry on the business
Capital structure	Positive working capital in the most recent interim and audited periods or alternative evidence of liquidity	Positive working capital in the most recent interim and audited periods or alternative evidence of liquidity	Positive working capital in the most recent interim and audited periods or alternative evidence of liquidity.
Income	None	None	Annual audited pre-tax net income from continuing operations in the fiscal year immediately preceding the TSX listing application
Pre-tax cash flow from operations	None	None	$1.25 million in the fiscal year immediately preceding the TSX listing application and average of $900,000 for the two fiscal years immediately preceding the listing application
Market support (Minimum)	$50 million	$50 million	$100 million

*Work Program: TSX Staff will consider applicants undertaking an exploration or development program of at least $3,500,000 on a Qualifying Property if planned program expenditures on all properties aggregate to at least $5,000,000. The additional properties will be considered with the submission of appropriate technical documentation, conforming to NI 43-101. Work program costs must be accounted for in the applicant’s run rate calculation.

Industrial mineral companies (those with properties containing minerals which are not readily marketable) not currently generating revenues from production will normally be required to submit commercial contracts and meet the requirements of the Producing Mining Company category.

Oil & gas issuer listing standards – Section 319

There are two categories available to applicants in the oil and gas sector: (i) Oil and Gas Companies and (ii) Senior Oil and Gas Companies. Within the Oil and Gas Company category, there are two streams available, based on either positive pre-tax cash flow or a 12-month run rate calculation. All Senior Oil and Gas Companies must demonstrate positive pre-tax cash flow, among other requirements.

Key takeaways: Oil and gas issuers must submit a National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (NI 51-101) technical report and show proved and probable reserves valued at least $100 million using a 10% discount rate. Companies can qualify through positive pre-tax cash flow or a 12-month run-rate, while senior issuers face stricter requirements, including sustained production of 10,000 boe/day and positive cash flow.

	Oil and Gas Company (Section 319(a))	Senior Oil and Gas Company (Section 319(b))
Operations	Proved and probable reserves of at least $100 million (majority of which is proved)	Proved reserves of at least $100 million
Funding	Positive pre-tax operating cash flow from the most recently completed audited annual and interim financial statements; or A 12-month run-rate demonstrating sufficient funding for that period.	Positive pre-tax operating cash flow from the most recently completed audited annual and interim financial statements; and Average production rate of 10,000 boe/day for the most recently completed quarter.
Market support (minimum)	$50 million	$100 million

 

Sponsorship triggers and requirements

Sponsorship is now explicitly required in the following circumstances:

• no underwritten financing completed within six months of listing;
• application involves an emerging-market jurisdiction; or
• TSX has concerns regarding governance, management personal information forms and/or experience, or title and ownership of a resource property.

Key takeaways: If sponsorship is triggered, expect added diligence, time, and cost. Sponsors will review financials, run-rate calculations, technical reports, governance, and property rights, and their assessment can influence TSX’s decision. While rigorous, sponsorship also adds credibility, especially for issuers with complex governance or foreign assets.

Practical considerations for TSX listing applications

• Assess market capitalization early: This figure determines your eligibility pathway, public float compliance and potential escrow relief.


• Plan for run-rate submissions: Prepare CFO-signed quarterly run-rate calculations and if you’re a mining or oil & gas issuer prepare a QP to also certify these calculations.


• Demonstrate funding adequacy: Be ready to show liquidity through positive working capital, undrawn credit facilities or firm funding commitments aligned with your listing pathway.


• Ensure technical compliance: If applicable, submit NI 43-101 or NI 51-101 technical reports authored by independent QPs. Oil & gas reserve valuation should use a 10% discount rate.


• Anticipate sponsorship requirements: Sponsorship will be required if an issuer operates in emerging markets, has complex governance or unclear title to its assets; provided, that, sponsorship is expected to be waived if an underwritten financing is completed within six months of a listing.


• Strengthen governance credentials: TSX expects independent directors, clear role separation, and at least one director with recent Canadian public market experience.


• Avoid option grants within three months of listing if priced below market price: TSX will require issuers to reprice or cancel options granted within three months of listing that are below the market price.


• Timing: Applicants with conditional TSX approval before November 6, 2025, follow the prior OLRs; all others as of November 5, 2025, 11:59 p.m. EST are subject to the new OLRs and will be reviewed under the new listing requirements.

Further resources

For additional details on the amendments, visit the Notices of Approval and TSX & TSXV Issuer Resources pages at the TSX website.

For further information please contact the authors: Nafeesa Valli-Hasham, Denis Silva, Don Collie and Vijay Dhillon.