In this Get Hired Up podcast episode, I interviewed Delilah Panio and Selma Thaver of the Toronto Stock Exchange and the TSX Venture Exchange. We discussed the benefits of US based technology companies being listed in Canada. We also learned about the IPO process and general timelines, common misperceptions of the capital markets and so much more.

Delilah Panio is Vice President of US capital formation for the Toronto Stock Exchange and TSX Venture Exchange. In this role, Delilah advises US companies on the opportunity to list and raise capital on Canada's premier equity markets. Previously, Delilah spent 10 years at Toronto Stock Exchange and TSX V and business development and strategy in the Canadian head office. She has advised many companies on the ongoing public process and provides an understanding of private and public financing options in Canada and the United States. Delilah is also a leader in several women focused business organizations where she educates others on why and how to invest in women owned businesses. My second guest is Selma Thaver, who is the managing director of the TSX listings and has been with the Toronto Stock Exchange since 1993. Selma is responsible for the listing team in Toronto. Her team is responsible for assisting prospective issuers and their advisors throughout the going public process. Selma is a leader not only by maintaining the integrity of Canada's capital markets, but also working to ensure the robustness of those markets by advocating for burden reductions faced by public companies. Hello, and welcome to the Get Hired Up podcast Delilah and Selma.

Selma Thaver

Thank you for having us!

Delilah Panio

It's so great to be here, Maureen!

Maureen Farmer

Yes, absolutely. It's been a little while...Selma, we met it at in Toronto, back earlier this year, I think in January at an event there. And so we've been we've been having conversation ever since. And I've listened to a few of your podcasts Delilah as well. So I'm really happy to have you on the podcast. And I know a lot of our guests will be very curious about the listing procedure and why organizations would be interested in listing on the Toronto Stock Exchange and the process of doing so. And I'm really looking forward to digging into some of these questions. Before we launch into some of these questions. I would love for each of you to just give a sentence or two about your background. We have already recorded your bios, but just a little bit as we launch into the conversation.

Delilah Thaver

Okay, thank you Maureen. So my name is Delilah Panio. And just to distinguish our two voices, when Selma and I are speaking on behalf of TSX and TSX Venture, so I am the Vice President of US capital formation for TSX and TSX Venture based in Southern California. So I work with US CEOs looking to access the capital markets in Canada. And I've been in the US for about 10 years. I am Canadian, and I was with TSX, about 10 years back in Toronto. So I've been in the capital markets for over 20 years.

Maureen Farmer

That's awesome. And Selma?

Selma Thaver 

My name is Salma Thaver, I lead the TSX listings department in Toronto, I have been with the Toronto Stock Exchange for almost 30 years. Now, for those of you who are wondering, I started when I was five. So I'm just turning 35 now. But yeah, like our department is responsible for helping issuers get listed. And once they're listed, helping them maintain their listing, whether they do financings or corporate transactions, we basically help them through all the steps of completing that.

Delilah Panio

Perfect, thanks, Maureen. So yes, what's unique for the Canadian markets in the context of the global markets, especially compared to the US, right, so we have a very unique marketplace in Canada, especially for early stage, you know, micron and small cap public companies, specifically, within TSX and TSX. Venture we have even more uniquely a two tier market where we have Toronto Stock Exchange for more senior stable revenue generating companies with operating history and TSX Venture, which is really one of the only public venture capital marketplaces in the world. And so this uniqueness of having a true incubator for very early stage, even pre revenue companies, being able to, you know, access that early stage capital, critical, you know, venture public venture capital, and then graduate up to the Toronto Stock Exchange as they continue to grow and execute on their business plan. What has developed over the last 170 years and you know, someone's gonna talk about the history is just this incredible infrastructure where all of the participants in the in the capital markets and Canada are really tailored to and fully embrace small public companies. This is again our our unique value proposition especially for US companies. So whether that's the the exchanges and our listings regime, which which Selma is going to talk about, or the security Commission's or the investors and the analysts, everybody the infrastructure is really tailored to support the growth of these Have these small public companies. And it really grew out of the reality in that Canada just has never had the significant private wealth that the US, for example has. So in the US, you have all this incredible venture capital and hedge funds and all these incredible family offices in Canada, we've had to rely on the public markets to fund those early stage, higher risk, but high growth potential companies.

Maureen Farmer

Quick question for you. You talk about pre revenue, I did not know that. Can you talk to us a little bit about pre revenue companies and how they can access capital through the Venture Exchange?

Selma Thaver

I can talk about the Toronto Stock Exchange, we do have a category, the way our listing requirements are set up is issuers are profitable, and then issuers are not profitable. So the one category that they can come in under is what we call the technology category. And that category, what we're looking for is for an issuer to raise some sort of financing by wave of prospectus offering or brokered financing. So that's really a category for issuers that are not quite profitable, but feel that they're ready to list on on the Toronto Stock Exchange.

Delilah Panio

So on the TSX Venture Exchange, we do list pre revenue companies, and so think about our history, over 170 years of listing mining, oil and gas exploration companies. And so these are all companies that are pre revenue, and are looking for that really critical early stage growth capital. And so over the last 2030 years, you know, our resource franchise has really created the infrastructure and ability for now, innovation companies with the highest number of new listings in the last, you know, 1015 years has been actually from the innovation sector. So whether that's technology or life sciences, or cannabis, or those kinds of companies. And so again, we have a listing regime that is very tailored to early stage companies, including pre revenue. So if a company does not have revenue or net tangible assets, and we're then we're looking for working capital, so, you know, a classic TSX Venture, a technology company, will come to our market raising five to $10 million, and they don't have revenue, but they will be looking for 18 months of working capital, for example. So that, again, is very unique, especially compared to the US markets.

Maureen Farmer

So what you're saying is that the US and markets don't offer that option. Is that right?

Bill Carrigan

Well no, there is the opportunity for you know, so you have New York Stock Exchange, you have NASDAQ, and then you have the over the counter market. So the OTC market a lot of pre revenue companies there again, that's not a regulated stock exchange. So it just has a different, you know, reality from a corporate governance and branding perspective. But I think, you know, the biggest difference between, you know, the, the listing requirements, and I know, someone's gonna go and more specifically for TSX on that, but, you know, in the US listing on New York Stock Exchange, or NASDAQ, they're looking for share price market cap, shareholder equity. In Canada, the list requirements are based on the financial fundamentals of the company. So again, whether that's revenue, net tangible assets, or like I said, for pre revenue companies on TSX Venture, it's working capital. So again, these these are these are, you know, factual sort of numbers, especially based on audited financials. That's very different from the US markets.

Maureen Farmer

Well, that's interesting. That's awesome. So Selma, are you going to talk a little bit about the history of the TSX? Are we ready to go there?

Selma Thaver

Yes, I think so. Awesome. Um, so the TX group orj originated from the Toronto Stock Exchange, which was formed back in 1861. And at that time, we only had 18 stocks listed on the exchange in 2002. T MX became a public company with its shares listed on its own exchange. Today, Team X group owns and operates both the TSX, which is the world's largest equity markets, and TSX Venture. Both exchanges have distinct listing standards. The exchanges provide a superior range of benefits, including opportunities to access capital, liquidity, specialized indices, visibility and analysts coverage. We also provide a full range of services and support that assists our listed companies to be successful in the public market. Today, we have just over 1600, issuers listed on the Toronto Stock Exchange, the Venture Exchange, and just over 1800, listed on the Toronto Stock Exchange.

Delilah Panio 

And just more to put that into context. So you know, the people think, well, how much money is there in Canada, I know, it's a very small population, a 10th, the size of the US, but we punch well above our weight in terms of our size of our country. So we are always in the top 10 stock exchanges in the world as a marketplace. And so, and about 40% of our trading actually comes from outside of Canada. So because again, of our history of of the resource sector, and then more recently in the innovation sector, we attract investors from around the world. So when you list on our market, which a number of international US companies do, you're not just accessing Canadian investors, you're actually you're accessing a lot of international investors to spend Should US investors.

Maureen Farmer

That's great. And so I going back to the issuer process. Can you tell us a little bit about what that looks like? How long it takes what some of the and I know, there are a lot of requirements, but just maybe a few of the highlights?

Selma Thaver

Sure. Yeah. So I mean, the process starts with the arm. Usually, we try to have a call with the issuers before they make a formal application with us. This way, we can talk to the assurance say, Look, this is what needs to be done. We've had a look at your public disclosure documents. Sometimes if it's a private company, they'll send us material ahead of time, and just provide them with feedback on where they're lacking, and what they need to do in order to list and that pre filing call will basically determine are they ready to list and if they are ready to list which exchange the venture or the TSX? Once we get past that, if the issuer determines yes, we want to proceed with the application. They make a formal application, we go through all their disclosure documents, like we do a fulsome review of everything. We look at their financials, we look at their share structure, we look at their management, we look at their corporate governance. So it's a pretty detailed process. We also do a background review of all their officers, directors and principals, shareholders. So there, they have to fill out what we call a personal information form. And sometimes, if the issuer is situated outside of North America, we will do extra background searches. So that can take some time. So the process is once we've gone through all the documents, we'll go back provide comments to the issuer or their counsel. Once we're comfortable with the listing, the listing goes to what we call the listings committee, and it's a committee made up of quite a few professionals of situated in Toronto, Montreal, Calgary and Vancouver. We review the file. Most of the times by the time it's going to committee, we have all the questions answered, because we do a fulsome review. Sometimes committee members will come back and ask additional questions, then we'll go back to the issuer. But once that process is done, we will issue a conditional approval letter, at which point, we just wait for the issuer to provide us with all the documents that we need for listing. Once we have that we put out a bulletin and the issuer gets lifted. How long does that process take, it can take anywhere from six weeks to eight weeks is what we say is the norm. But we have seen filings take up to six months, depending on you know, subsequent questions or issues that may come up.

Delilah Panio

And of course, one of the biggest factors in the listing process is the actual raising the capital, right? So when a company goes public, Maureen there's two things that are happening simultaneously. One, they're they're doing the application working with the exchange and working with sellers team or the TSX Venture listings team. And they are and it's really those securities lawyer who are developing you know, all the all the paperwork, you know, the the disclosure documents, getting your audit financial statements done. So that sort of that that application process is happening. And simultaneously, they're looking to raise the capital. So they are meeting with investment bankers or a deal makers and investors in Canada, they're doing their roadshows because there's different ways of listing, which I know someone will talk about in a bit, but you know, depending on how they list, then it's it's where's the capital going to come from? Right? And who are they talking to? So that's a really simultaneous track that the company has to be aware of that they have to be spending their their time on, on on both those tracks at the same time.

Maureen Farmer

So would they be doing that before they decide to issue that? Will they be putting feelers out there for investors before that? Is that what I'm hearing?

Delilah Panio 

Yes for sure. And especially in these, you know, current challenging market conditions that have been like this for about 18 months now, you know, obviously, 2021 was a whole other time, when everyone was able to raise capital on really wild valuations. And then obviously, the last 18 months that has, you know, slow down, it's not just slow down, it's like, you know, come to a halt, and in Canada and the US are really globally and so we're starting to see some movement now. But but, you know, as smaller IPOs are starting to happen, you know, in the US, a number of companies are still listed in Canada, especially on TSX Venture Exchange through our, you know, capital pool or CPC program. But when I'm talking to companies now about getting ready for the next six months to go public, is it really, practically speaking from the time that they meet me as a business development person and educating them on on the marketplace? It's a six to nine month process, right? And so they're learning about their learning about the process, learning what they need to do, they need to get all their paperwork done, they need to get their audited financial statements, you know, completed and, and they're starting to talk to investors. And so, part of my role is to introduce the companies to investment banks in Canada. And those dealmakers you know, who have access to the investors and so, certainly right now With these conditions, these Mark conditions, companies are advised to do that first, you know, to, to start to put the feelers out, you know, if we, you know, apply to the exchange in three to six months from now, like Will the investors be there, and it's still a very uncertain time right now. And there's certain sectors that we're all sort of believing that we'll be the ones that when the markets open up, that will be a significant interest to investors, you know, in sectors like clean tech, renewable energy, certainly the good news in Canada is, you know, mining, you know, keeps the lights on for us has been an ever mining interest in anything with the word lithium in it obviously, is of interest in the market. So there will be a number of momentum plays, obviously, anything AI related is going to be of interest, especially on the venture market. So because we have, again, this incredible tutor market, there's different investors that are interested on each market, right. So obviously, on TSX, you have larger institutional investors on the Venture Exchange as a lot more retail investors, family offices. And so you know, everyone's itching because we all know money doesn't sit well, right. And whether it's public or private money, so the money is itching to be moved as literally currency. It's meant to flow. And so, you know, we're all thinking about what we're going to be those companies are going to be of the most interest, once that once that happens when the market really opens up again.

Selma Thaver

And I'll just add, that's the whole point of having the pre file filing meeting. Oftentimes, Delilah and I will have the call pre filing call together, only so that we can tell the issuer here are our requirements. This is what you need to do to get listed. So before they make that official application, they've thought about these things, and they're prepared. So if it's a financing that they need to do, then they're prepared to do the financing before they officially listed with us.

Maureen Farmer

And this particular call that you're talking about, the pre issue call, is that something that they pay for, or is this a complimentary?

Selma Thaver

Complimentary.

Maureen Farmer

So how do they...because I'm sure there are people listening here that have companies and they might be very curious about how they go about that. So who do they contact first? You Delilah?

Delilah Panio

Yeah. I mean, at the end of the day, I'm the sort of the business side, as you say, I bring them in, and then and then we hand them over to Selma and her team, right. So really, so my role is to provide as much education as much understanding about our marketplace, especially for us or international companies that don't know the Canadian markets, they don't need to go through me, you know, obviously, to get to sell more or any of the listings managers, but I, but that's part of my role is to really make sure that they're ready that, you know, we have guides to listing that they can review, that they can have their documents ready, you know, and questions ready so that when we do set up the pre filing call, whether again, it's with seller or their TSX team or someone on the TSX Venture team, that they are ready with those questions, because especially for the earlier stage company on TSX Venture, because our the listing standards are more flexible on the Venture Exchange, because we're really trying to help earlier stage companies with very little history or little revenue. So help them to get listed if you know if the if it's the right fit for our market. And so those pre filing calls are critical, because you're talking about things like is the share structure appropriate, you know, and if it's a US company, there's cross border, you know, considerations, there's tax considerations, especially if they are looking to, you know, not be registered with the SEC in the US for for a while. So there's a lot of these things that we can really help, you know, help them steer them in the right direction, and just see if there's any red flags, because the ideal scenario is that when the company actually makes the application to the exchange, they're ready to go. Right. So they've dealt with a lot of stuff in advance, you know, they know the paperwork that needs to be happening. They they know the process, they've had one or two calls with the listings manager already, so that when they make the application, then it should you know that the delay on the application is always the quality of the of the documents provided. Right? And so, by doing the pre work, you can make sure that those doc and the disclosure documents are, you know, in the best shape possible to avoid the delay once the application is made.

Maureen Farmer

And who do you typically have the pre call with? Would it be the CEO and the CFO and corporate counsel? Or who is that who was that group? Usually the pre call with? Or does it differ?

Selma Thaver

It doesn't matter to us. Like honestly, I think usually it is with the company, the CEO, CFO or anybody that they want on the call, the calls that I've taken some times their counsel, sometimes they don't even have counsel at this point. It's a prefer calling call. They just want to understand what needs to be done. So I mean, a lot of takes a lot more of these calls than I do, but the ones that I've been on it's a mixed match.

Delilah Panio

Yeah, I would say typically, especially again, for the smaller companies is the CEO CFO and then and if they do have, again if the US companies, you know they'll probably have the US Council and then part of my role is also introducing them to you know, to Canadian Council, you know, potential so I'll I'll provide a shortlist of of lawyers in Canada that have done similar kinds of transactions, either by size or by sector, or by type. So that because you know, you always want to choose the legal counsel that has done this before, so that you're not paying for someone's learning curve. Right. And the good news is that there are a lot of lawyers in Canada that have done international have done us transactions. And so, you know, we can provide those referrals as well.

Maureen Farmer

That's excellent. So a whole list of team of resources available for Yes, yes, potential issuers. So I would love to talk a little bit about the value proposition for companies, including the US companies, and the value that they would get from from listing in Canada. I think that's a very interesting and intriguing concept.

Delilah Panio

Actually Maureen, I mean, the biggest question is, you know, why in the world, would the US company that's based in the largest capital market in the world, need to look outside of their country for capital? I mean, that's really the question, right? And, and the reason is, because, you know, within the US, you know, again, being the largest capital market in the world, they really serve large companies extremely well, I mean, liquidity listing requirements, access to capital from around the world, both NASDAQ or NYSE are obviously world class in that, but for really small companies. So to put this in perspective, because I like to use as an example, if you are a billion dollar technology company listed in the US, you're about number 425, depending on the month, if you're a billion dollar technology company listed on TSX, you're like number 25. So what that means is you're a bigger fish in a smaller pond. And what does that mean? Why does that matter, access to more liquidity more investors, analysts coverage at an earlier stage, and you would maybe see in the US and so the real value proposition for US companies are, if you're a high growth US company with really incredible growth potential, you have a sophisticated management team that understands what being a public company needs, you are looking to get to a US exchange in the next three to five years. And you are raising, let's say, your series B plus capital. So you're looking at all of your options, public and private, you in the US, you're looking at the OTC market, you're looking at you you might be able to qualify for for New York or NASDAQ. But the question is, should you be a small public company on a on a really big market that you're going to be like, we're seeing a huge trend right now in a lot of very small IPOs on NASDAQ, but you're seeing you know, within a year that they are below the share price minimum, they're struggling, because it's just to get any, you know, coverage or awareness in in big markets really difficult. Whereas in our market, and then you're also looking at the private capital market. So obviously, typically, technology companies are looking to go to venture capital for that series B. But there are many management teams are thinking, you know, do I want those terms do I want to give up that much control, because as soon as you get to Series B, you start taking preference shares started appearing on your cap table, right, you start to lose more control of your company, interestingly, on TSX Venture Exchange, which again, we call public venture capital, so you could raise that 510 $15 million dollar Series B on our market, you only need to issue 20% of the of the stock to be a public company on TSX Venture. So you're still mostly private, right? You're still controlling the company significantly. So our whole value props to US company is if you are that kind of profile, again, high growth sophisticated management team, and would benefit from being a public company at this stage, which means access to capital, which by the way, it's permanent capital, unlike venture capital, right. And, and the number one reason why companies go public early is acquisition currency. Let's say you have a really aggressive acquisition strategy. And if you are, if you're a public company right now, with a good stock stock was a good trajectory. There's a lot of really inexpensive companies to buy right now. Right? We're in a massive m&a time because of what's happened to a lot of companies that that you know, that after 2021 are just really struggling or they're having to raise down rounds, which is the worst case scenario for any company. So yeah. So So, the whole strategy for US company, come to TSX Venture Exchange at that early stage, you know, at a reasonable valuation raise, you know, raise smaller amounts of capital, hopefully non dilutive rounds, graduate to Toronto Stock Exchange, when you have that operating history, you're in revenue now and you qualify for TSX. And then when you're big enough, and the word is relevant enough, you do a list onto NASDAQ or NYSE which is a well worn path. So we have about 225 companies right now there are dual listed every year several companies do a list and 2021 We had a record 45 companies do a listed and just one last point is because it's really important there is a very unique streamline process. us, once you are listed on TSX TSX Venture for one year, the dual listing process to get into NASDAQ or NYSE is very streamlined through something called the multi jurisdiction disclosure system MJ DS, which means that the US exchanges just take your Canadian disclosure documents and filings as you don't have to do a big S one, you don't have to do all the costs of doing a big IPO, you do a list, it's very streamlined. And so many companies are taking advantage of that.

Maureen Farmer

Yeah, that's a huge, huge cost savings, right there avoided cost for doing that, plus all of the other synergies that that that are a benefit from that as well.

Delilah Panio

Yeah. And some of the other just, you know, quick, unique benefits of the Canada Canadian versus US market, you know, we don't have a litigious reality in Canada, right. So when you think about shareholder activism, which is a huge deal in the US, as soon as someone who was a stock on your company, you know, there's the opportunity for for shareholder activism and the, the percentage difference, it's like, night and day, we just because we have British rule I'm in in Canada so that we have the loser pays, you know, rules that if you bring a lawsuit in you and you lose, you have to pay wins fees. So that deters a lot of lawsuits. So what that translates into is, is your director and Officer insurance, so DNO insurance is significantly expensive in the US because of the high shareholder activism and we just don't have the same reality in Canada. So that's again, a big difference. And again, for every CEO listening, you know, this something I'm very passionate about is that just know all of your options, right. So in my opinion in the US has been just this incredible disservice for for just this promotion and glamorization of the track of angel investor to venture capital to being acquired for a billion dollars, right, which statistically happens to very, very few companies. So just look at all your options. Look at your public market options in the US and in Canada. Look at your private capital options private equity, venture capital crowdfunding, you know, there's a lot of great you know, with with the jobs act in the US has a lot of ways to raise money, privately, or through crowdfunding. But look at the options be educated. Talk to me about if TSX TSX Venture are a viable option for you. It's not right for all companies. And we're very clear on that it's, you know, the right company to go public, the right company to go public in Canada, but at least explore those to know your option to see what's the right fit for you and your company.

Maureen Farmer

Wonderful. That's fantastic. So Selma, tell us about different ways to list on the exchange. I'd love to know more about that.

Selma Thaver

Yeah. So on the Toronto Stock Exchange, and the on the TSX Venture Exchange, I'll talk about three ways that you can list on either exchange. The first one is what we call an IPO, which stands for initial public offerings. So an initial public offering is when a private company offers shares for sale to the public for the first time, through a listing on one of the exchanges. In an IPO, the company prepares a prospectus, which is filed and must be approved by the relevant Securities Commissions. The prospectus will provide potential investors with full details of the company. That is a very common way of listing on an exchange and an IPO. There's always a financing involved. The other option is what we call a backdoor listing or a reverse takeover. Basically, what that means is, sometimes it's referred to as an RTO. It allows a private company to buy an already listed company on one of the exchanges. So it's usually a company that's listed on an exchange that has a very small business or is is potentially ready for for a takeover bid. So what will happen is the private entity will take over the listed entity and create a new entity. And what the reason we call that a backdoor listing is because you've got private investors coming in and taking a listing for a company that's already listed. But so they're kind of going through the backdoor, rather than the front door like you would in an IPO.

Maureen Farmer

And they would be talking to you about this, would they?

Selma Thaver

Yes. 

Delilah Panio

And I'd maybe just comment on that. Because, you know, everyone knows about Spax in the US to ask about Spax Yeah, yeah. So so so basically what what someone's talking about for, you know, we call them RTOS in Canada in the US is referred to as reverse mergers. And you know, certainly in the in the last five years has been the significant trend as of SPACs, which are very large shells that are created by you know, sponsors or management teams and then in re do an IPO of the shell. And we you know, we've seen billion dollar stocks and of course, we've now seen like a significant downturn in that as a reality because of, unfortunately, you know, the way that is structured the initial investors which are primarily hedge funds in the US, when they come in on the IPO of the show based on sort of like sort of the, you know, the potential of that management team to find a really good deal. So when when the when the sponsors find the company that they want to vent into that shell, the investors have the opportunity to say yes or no, and we've seen, you know, 95 99% redemption rate redemptions of those funds, which means that the shell is remaining, but the, the money is no longer in that shell. And so the private company typically has to go do what's called the US pipe, raise another round of capital, in Canada, you know, on our market on the TSX Venture Exchange, one of our flagship, you know, listings is something called the capital pool company, or a CPC program, which are small shells, they're really listing vehicles are not financing vehicles, like the specs were. And so basically, you know, again, a group of sophisticated deal makers in our marketplace come together, and list a shell for up to $10 million, is the maximum they can raise on the shell, and then they go and find, you know, a company to to reverse, you know, merge into into the shell. And so, but the difference is that there's no shareholder, you know, there's no redemption on that. So the investors who are coming on the IPO are trusting, you know, the management team who created the CPC, to find a good deal. And so it's the number one way that companies list on TSX Venture Exchange is through a CPC. So it's a very popular we've had well over 2000 CPCs, a significant number of graduates to TSX, every year are, you know, start out as a CPC. And there's a number of them that are currently on, you know, the s&p TSX indices that start as CPC. So it's a very, especially in these markets. As I was saying, you know, despite challenging market conditions, a number of companies have still listed on TSX Venture, and most of them have come through a CPC, including some US companies, you know, we had one out of San Diego, that just listed called Cyber catch and cybersecurity AI company went through a CPC. We've had other companies, US company, especially that have that have really used the CPC to come to our marketplace.
Oh, that's fantastic. And is that the third one Selma? Is that

Maureen Farmer

Oh, that's fantastic. And is that the third one Selma?

Selma Thaver

So there's IPOs there's backdoor listings, and there's a direct listing. So what the direct listing, you're already listed on another exchange, and then you want to come and apply. So sometimes NIC company NASDAQ company listed that will want to entrust with with the one of our exchanges, in that you don't necessarily have to do a financing, what we would do is just look at their disclosure documents. And because it's already an established public company, their financials would already be set, we can have a look to see if they meet any of our criterias.

Delilah Panio

So just on that we just recently did have an OTC listed company that did a direct listing on TSX Venture Exchange, because they're looking to increase their liquidity by by, you know, expanding their into a second marketplace. And again, hoping to grow and then eventually be able to graduate to TSX, and then do all this back on to a senior exchange in the US.

Maureen Farmer

No, that's fantastic. We're coming close to the end of our time here today. And this has been so interesting to me. Is there anything else that you would like to share with the listener? That may be a surprise, I guess, maybe a final thought on in terms of of US companies wanting to list in Canada?

Delilah Panio

Yeah, I think that at the end of the day, like I said, knowing that there is a marketplace, just north of the border, same timezone, same infrastructure, same, you know, type of marketplace that exists in the US that is really tailored to small cap companies, and could be the right growth strategy for a US company ultimately looking to get to a senior US exchange. And so I think that that is often surprising to people when they realize, Oh, I didn't know that I didn't know that there was I didn't know that how, you know, how streamlined it is that that it's a well worn path, we have about 125 US companies listed now. And every year we have between, you know, 15 and 25 companies that list and so they're we're here to help in that. And we're here to advise. And so I think that that's probably the biggest surprise, but just really critical to know, view your capital options in the North American context.

Maureen Farmer

No, that's great.

Selma Thaver 

Just add one thing. I know a lot of the times we'll get on a call with a potential listing, and they're very adamant they want to list on TSX and not TSX Venture. And you know, I always have to remind them to six ventures an excellent exchange, and sometimes it's better to list on venture and then graduate up to TSX. We do have a streamlined process. Once you've been listed on venture for a certain period of time. It's hard to say how long we say minimum one year, but sometimes it can be longer. You can apply to list on TSX and it's a streamlined process. You don't have to start right from the beginning. And just to give you some stats since 2000 We've had 760 companies graduate from TSX Venture to TSX. So just wanted to throw that out there. So if anyone is listening, if you don't qualify for a TSX listing, I strongly recommend you do start on venture.

Maureen Farmer

And what is the resistance Selma? What do you think the resistance is?

Selma Thaver

Honestly, Delilah, I don't know, if you...

Delilah Panio

I mean, ultimately, it's just, you know, listen, everybody wants to be on a senior exchange, right? It's just, it's a branding. And it's a branding sort of thing. But they don't read or, or they have a misconception that TSX Venture is not a regulated stock exchange. So they might equate it to, you know, the OTC in the US which it's not. So it is a regulated, fully regulated, but a couple of the benefits of starting on TSX Venture and going up to TSX is cost. So it's less expensive, you know, to be listed on TSX Venture, and also corporate governance, there are some carve outs for small public companies in Canada, again, because of our we get small public companies. So we understand that some of the large, you know, inexpensive corporate governance regimes that are certainly in the US and you know, and also on TSX, are just too onerous for us for really early stage companies. And so we have some carve outs that are really critical. You also have more time on TSX Venture to do your quarterly and your annual filings.

Maureen Farmer

And that's a big deal to a lot of companies, because they don't realize what's involved, the rigor involved in the quarterly reporting.

Delilah Panio

Exactly. So we give more time for both quarterly and annual for your filings. And so some of those, so and it's also the kind of, you know, you get to kind of get your training wheels on it being a public company for especially for first time officers and directors, being a public company is a big deal. And there's a lot of, you know, rules and things to be thinking about. And so, and we also have a significant mentorship program. So whether you list on venture or TSX, we have tailored mentorship, again, for first time officers, directors, and even first time often directors in our market. So they might have been, you know, a public officer director in the US, but not in Canada. And so we have a very robust mentorship program to help through all of those critical things, whether it's disclosure, insider trading, investor relations, you know, all those things. So we have a whole team that once you're listed, you get to have this, again, this really robust mentorship program. So I think that those are some of the, again, some of the key things and again, from a trading perspective, TSX Venture and TSX are on the same trading platform. So there's no difference there. Yes, there are some institutions that you know, are precluded from, you know, investing in venture stocks, but there's a lot that aren't in and there's really no difference on in the trading platform. It's the same platform.

Maureen Farmer

Well, that's great to know, I could talk about this stuff forever. But I think we should probably bring our conversation to a close now. And I would love to ask you a couple of little fun questions. We always ask our guests a question about restaurants. We put together a list of restaurants every year during the New Year, Christmas time. And we'd love to get a restaurant from you Delilah and one from you, Selma that will put on the list. And that serves as a great resource for listeners as of traveling around the world.

Delilah Panio

Okay, well, one of my favorite restaurants...So I live in Laguna Beach in Southern California. So I was thinking to mention one that's on the beach, and it's in the old Laguna Beach Hotel, and it's called Larson. And it's right on the water. So if you're coming up, you want to go there. Full range of of food. It's a very sort of American California beach vibe, but a little bit higher end.

Maureen Farmer

Awesome. Okay, thank you for that. How about you Selma?

Selma Thaver

Oh, my favorite restaurant is the Keg. I love steaks. I'm sure it's the restaurant everybody knows about, but it's one of my favorites. It's my go to restaurant.

Maureen Farmer

That is awesome. 

And how can people get in touch with you?

Delilah Panio

Yeah, well, certainly in our show in the show notes you're welcome to include our emails (delilah.panio@gmail.com and selma.thaver@tsx.com). We actually have a website just for US companies. It's at us.tsx.com. So if you want to put that in the show notes as well, but that's the best way...there's a specific guide to listing for US companies. And then certainly they can they can reach out on LinkedIn...we are both active on LinkedIn.

Maureen Farmer

So that's great. We will make sure all of that information is included in the show notes. Look, thank you so much for your time today. It was an absolute pleasure hosting you on the podcast and I hope to do it again with you.

Selma Thaver

Thank you for having us!