Listing Support

Streamlining Reverse Takeovers, Due Diligence, and Investor Relations for Canadian Companies

Gaining a listing on a Canadian exchange requires meticulous planning and execution. We offer expert support for reverse takeovers, due diligence, navigating listing requirements, and building effective investor relations strategies. Partner with confidence.

Listing Support

Listing Experts

Achieving a successful listing requires expertise in complex processes. We assist with reverse takeovers, due diligence, satisfying listing requirements, and building effective investor relations strategies. Partner with InterGest to begin.

Expertise

Reverse Takeovers
Due Diligence
Reverse Mergers
Listing on Canadian Exchanges: Capital Pool Company (CPC) Program
What are the qualifications for going public?
What is a Filing Statement?
Initial Market Support

Why Choose InterGest Canada for Your Listing Journey?

Reverse Takeovers
Canadian Exchanges
Listing Support
Growth Planning
Revenue
Regulatory Compliance

Due Diligence & Regulatory Standards

Navigating a reverse takeover requires meticulous attention to regulatory compliance. This includes ensuring up-to-date tax reporting, adhering to Canada Revenue Agency (CRA) standards, and fulfilling all requirements outlined by securities regulators. For example, under the Income Tax Act, specific reporting guidelines must be followed when transferring assets or shares. Similarly, provincial securities commissions often have specific stipulations regarding disclosure and material changes during a reverse takeover process. Proper due diligence, documented in accordance with guidelines published by these regulators, is vital to avoid delays and potential penalties.

Canadian Revenue

Canadian Revenue Implications

Integrating Canadian revenue streams can present both opportunities and challenges. While increased sales can be a significant advantage, it's critical to understand the potential complexities regarding tax obligations and compliance within a Canadian context. For instance, if your operations trigger a “permanent establishment” in Canada, you'll need to comply with Canadian income tax laws, including potential GST/HST obligations. This should be approached with care in non-arm's length transactions, and it should be assessed whether the benefits of Canadian revenue outweigh the added administrative and tax burdens. The CRA website offers detailed guides on these topics for businesses operating within or with connections to Canada.

Market Opportunity

Understanding Canadian Markets

Expanding into the Canadian market can provide significant growth opportunities, as the TSX Venture Exchange has enabled many smaller businesses to secure capital. Many companies have found success by tailoring their products or services to the local market and utilizing the exchange to gain capital. The Canadian market, while similar to the US, has its own nuances, and gaining access to local experts, as well as using resources from the TSX and CSE websites can provide key guidance and information. A local understanding of the Canadian business landscape is crucial to tap into this potential successfully.

Listing Expertise

Canadian Listing Expertise

Successfully listing on a Canadian exchange requires specific expertise and a deep understanding of Canadian regulations and market practices. Having a strong team that is knowledgeable about requirements from the TSX and/or CSE, including disclosure obligations, continuous listing requirements, and understanding the differences between them, is essential. This expertise will ensure your business is compliant, and will also help the business present itself in the best possible light to the public markets. Leveraging industry experts, as well as carefully reviewing the regulations and guides from the relevant exchanges will help ensure a successful listing and ongoing compliance.

Valuation Support

Accurate Organization Valuation

Obtaining an accurate valuation is critical to a successful listing and for securing investor confidence. Companies should utilize resources from reputable valuation firms and utilize methodologies that are appropriate for Canadian markets. Relying on experienced professionals ensures that the numbers are well-justified. Moreover, having a valuation aligned with TSX/CSE expectations for comparable companies improves the likelihood of a successful listing and ongoing market support. This can be accomplished by using market data provided by the exchanges and seeking insights from those that have gone through the listing process previously.

Compliance

Maintaining Organization Compliance

Maintaining continuous compliance is vital for publicly listed companies in Canada. This includes complying with securities laws, corporate governance requirements, and exchange regulations, as detailed in the respective handbooks of the TSX and CSE. It is essential to have internal controls and an audit program to monitor ongoing compliance. Regular reviews of financial statements, timely filings of regulatory documents (such as quarterly reports and MD&A), and adherence to continuous disclosure requirements are crucial to avoid sanctions and maintain investor trust.

Future Growth

Ensuring Long-Term Stability

Post-IPO, sustaining organizational growth requires strategic planning and a focus on long-term stability. A well-defined growth strategy should involve regular monitoring of key performance indicators (KPIs), a robust risk management framework, and adaptability to market changes. Developing a checklist for long-term stability, incorporating insights from the business and a review of competitors, can prevent unexpected issues. The organization should create benchmarks, for each goal that is planned, so that the company can be confident it is on the right path.

Market Expertise

Maintaining Market Knowledge

Continued learning about your industry and the market is imperative for long-term success as a public company. This includes understanding shifts in customer behaviour, monitoring competitor actions, tracking economic trends, and staying updated on regulatory changes. Regularly reading industry publications, attending relevant conferences, and networking with other industry leaders and investors is helpful. Also tracking your businesses performance through investor relations and utilizing resources like the TSX website’s issuer tools can help your business keep an active pulse on the market and help to ensure it's ongoing success.

Sales Team

Securing Revenue Streams

A robust plan for acquiring new customers and maintaining revenue streams is essential for the continued success of any business. This includes a focus on sales strategies that are tailored for your market, creating compelling products or services that are valuable to clients, and keeping communication strong with current clients. Creating specific goals for your sales team, and utilizing resources for them to be successful will help ensure that there are clear benchmarks for success, and can assist in helping the company grow.

Support Staff

Customer Support Structures

Providing adequate support for your customers is essential for maintaining satisfaction and ensuring long-term growth, especially after an IPO. It involves developing a knowledgeable support team, establishing clear support processes, and implementing systems to address customer issues quickly and effectively. Customer support can be a valuable form of feedback for a business, so it should be treated as a key point of improvement. The Canadian government offers various resources for small businesses, and there are many case studies that can help businesses implement key support structures.

Why Switch to InterGest?

Don't navigate the complexities of Canadian Exchanges alone. We provide expert support for reverse takeovers, due diligence, meeting listing requirements, and building effective investor relations.

We Assist

  • Companies Seeking Public Market Validation

    For private companies aiming to elevate their profile and gain market credibility, a public listing on a Canadian exchange like the TSX or CSE can be transformative. We assist companies in navigating the complex process of going public, which includes meeting stringent listing requirements related to financial performance, corporate governance, and disclosure. A public listing can significantly enhance a company's reputation, attract a broader investor base, and improve access to future capital. We provide expert guidance to ensure your company is well-positioned to meet exchange standards and leverage the benefits of public market validation.

  • Organizations Requiring Capital for Expansion

    Companies with aggressive expansion plans often require significant capital infusions. Listing on a Canadian exchange through an IPO or secondary offering provides access to a vast pool of public investors. We assist organizations in structuring and executing these offerings effectively. This includes preparing compelling prospectuses that articulate your growth strategy, conducting roadshows to engage potential investors, and managing the bookbuilding process to optimize capital raising. Public equity financing can provide the resources necessary to fuel expansion initiatives, acquisitions, and strategic investments.

  • Businesses Seeking Liquidity for Shareholders

    For mature private companies, a public listing can offer a valuable liquidity event for early investors, founders, and employees holding equity. Going public through an IPO or reverse takeover allows existing shareholders to monetize their holdings and diversify their investments. We assist businesses in structuring listing transactions that provide optimal liquidity for shareholders while ensuring a smooth transition to the public markets. This includes advising on share structures, lock-up agreements, and post-listing investor relations strategies to maintain shareholder value and market confidence.

Unlock the Path to Public Listing: Key Concepts Explained

  • What is a "Reverse Takeover" (RTO)?

    A Reverse Takeover (RTO) is an alternative path for a private company to become publicly listed without undergoing the traditional Initial Public Offering (IPO) process. In an RTO, a private company merges with an existing publicly listed shell corporation. This allows the private company to inherit the public company's listing status, thereby expediting the process of becoming publicly traded and accessing capital markets. RTOs are subject to regulatory scrutiny and exchange approvals, ensuring investor protection and market integrity.

  • Understanding "Due Diligence" in Listing Support

    In the context of listing support, "Due Diligence" refers to a comprehensive investigation and verification process conducted to assess the risks and opportunities associated with a company seeking to go public. This involves a thorough review of the company's financials, legal standing, business operations, management team, and market position. Due diligence is critical for protecting investors, ensuring regulatory compliance, and providing accurate and reliable information to the capital markets. Independent professionals, such as auditors, legal counsel, and valuation experts, typically conduct due diligence.

  • What are "Listing Requirements" for Canadian Exchanges?

    "Listing Requirements" are the specific criteria that companies must meet to be listed and traded on Canadian stock exchanges such as the Toronto Stock Exchange (TSX) and the Canadian Securities Exchange (CSE). These requirements vary by exchange and may include minimum thresholds for financial performance (e.g., revenue, assets, profitability), market capitalization, public float, corporate governance standards, and disclosure obligations. Meeting listing requirements is essential for gaining access to the benefits of public markets and ensuring investor confidence.

  • What is "Investor Relations" (IR) for Listed Companies?

    "Investor Relations" (IR) is a strategic management responsibility that publicly listed companies undertake to effectively communicate with the investment community. IR encompasses activities aimed at building and maintaining relationships with shareholders, analysts, and potential investors. Key IR functions include disseminating financial information, managing investor inquiries, organizing investor events (e.g., roadshows, investor days), and shaping market perception of the company. Effective IR is crucial for maintaining a fair stock valuation, enhancing shareholder loyalty, and ensuring access to capital markets.

  • What is a "Secondary Offering" for Public Companies?

    A "Secondary Offering" is the issuance of new shares by a publicly listed company after its Initial Public Offering (IPO). This is a mechanism for companies to raise additional capital from the public markets to fund growth initiatives, acquisitions, or debt repayment. Secondary offerings can take various forms, including bought deal offerings and marketed offerings, each with different execution approaches and underwriting arrangements. Secondary offerings are subject to securities regulations and require prospectus filings to ensure transparency and investor protection.

FREQUENTLY ASKED QUESTIONS

  • Beyond financial statements, what key non-financial due diligence areas are critical for a successful Reverse Takeover (RTO) on a Canadian exchange?

    While financial due diligence is paramount, non-financial aspects are equally critical in an RTO. Key areas include thorough legal due diligence to assess the target company's corporate structure, contracts, and potential liabilities; operational due diligence to evaluate the sustainability and scalability of the business model; and management due diligence to assess the experience and integrity of the leadership team. Furthermore, environmental, social, and governance (ESG) factors are increasingly important and should be carefully examined as Canadian exchanges and investors place growing emphasis on sustainable business practices.

  • What are the key differences in listing requirements and ongoing compliance obligations between the TSX Venture Exchange (TSXV) and the Canadian Securities Exchange (CSE), and how does this impact a company's listing strategy?

    The TSXV and CSE cater to different segments of the market and have distinct listing requirements and compliance obligations. The TSXV, while still a junior exchange compared to the TSX, generally has more stringent listing criteria, particularly regarding financial history and management experience. The CSE, often considered more accessible for earlier-stage companies, has less onerous requirements but may offer less visibility to certain investor segments. Choosing the right exchange depends on a company's stage of development, industry, investor profile, and long-term capital market strategy. Careful consideration of these differences is crucial for a successful and cost-effective listing.

  • How can a company effectively manage investor relations (IR) immediately following a listing to ensure a stable share price and build long-term shareholder confidence?

    Effective investor relations post-listing is crucial for maintaining a stable share price and building long-term shareholder confidence. Key strategies include proactive and transparent communication of financial results and corporate developments, consistent engagement with analysts and institutional investors through regular reporting, conference calls, and investor events, and a well-defined IR strategy that aligns with the company's overall communication and business objectives. Building credibility and trust with the investment community from day one is essential for long-term market success.

  • What innovative investor relations strategies can Canadian listed companies employ beyond traditional press releases and financial reports to enhance market awareness and attract a broader range of investors?

    Beyond traditional methods, Canadian listed companies can leverage innovative IR strategies to enhance market awareness. This includes utilizing digital channels for investor communication (e.g., webinars, podcasts, social media engagement), developing compelling visual content (e.g., videos, infographics) to communicate company value, engaging with online investor communities and forums, and focusing on targeted outreach to specific investor segments aligned with the company's sector and investment thesis. Adopting a multi-channel and digitally-savvy IR approach can broaden investor reach and improve market engagement.

  • What are the typical ongoing compliance costs associated with maintaining a listing on a Canadian exchange, and how can companies effectively budget and manage these expenses?

    Maintaining a listing on a Canadian exchange entails ongoing compliance costs beyond the initial listing fees. These costs include annual listing fees, regulatory filing fees (SEDAR), legal and audit fees for continuous disclosure obligations (e.g., quarterly and annual financial reports, MD&A), investor relations expenses, and corporate governance compliance costs. Effective budgeting and cost management involve proactive planning for these expenses, establishing efficient internal compliance processes, and leveraging technology to streamline reporting and disclosure obligations. A clear understanding and proactive management of these costs are essential for maintaining a sustainable and cost-effective public listing.