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On March 31, 2026, the TSX Venture Exchange (the “TSXV”) announced the immediate removal of its longstanding requirement for sponsorship in connection with new listing transactions, including reverse takeovers, qualifying transactions, and direct listings. The amendments eliminate Policy 2.2 – Sponsorship and Sponsorship Requirements and related forms and guidance from the TSXV Corporate Finance Manual, while making consequential changes across a range of policies governing listing procedures, capital pool companies, disclosure, and corporate governance.
The removal of the sponsorship requirement represents a significant modernization of the TSXV’s listing framework and is expected to reduce both the time and cost associated with going public on the TSXV.
Background
Historically, issuers undertaking listing transactions were generally required to retain a sponsor to conduct due diligence and provide a sponsor report to the TSXV. A sponsor was typically an investment dealer that was a member of the TSXV. This process was intended to provide an independent assessment of the issuer and its disclosure, supplementing the TSXV’s own review.
Sponsorship involved a comprehensive diligence exercise, including review procedures addressing the issuer’s business, management, financial condition, and disclosure record. While sponsorship was designed as an investor protection mechanism, it imposed material costs and timelines on issuers. Obtaining sponsorship could take several months and involve significant expense, depending on the complexity of the transaction.
On December 17, 2015, the TSXV published a white paper, Revitalizing TSX Venture Exchange – Canada’s Public Venture Market,1 in which it identified the sponsorship requirement as an area for reform. The TSXV at that time indicated its intention to eliminate the general requirement for sponsorship. Over the years, the TSXV increasingly provided waivers from the sponsorship requirement for most listing transactions, such that the application of the sponsorship requirement had become limited in practice.
Implications for Issuers
The elimination of the sponsorship requirement is expected to have several practical implications for issuers seeking to access the public markets through the TSXV:
1. Reduced Transaction Costs and Timelines
Issuers will no longer be required to either (a) engage a sponsor to complete a listing, eliminating a significant cost component and reducing execution timelines, or (b) apply for a waiver, requiring the issuer to meet specific requirements and incur legal fees in the waiver application process. This is particularly relevant for early-stage and growth companies for whom transaction costs can be a material constraint.
2. Greater Reliance on Exchange Review and Disclosure Framework
In the absence of a sponsor-led due diligence process, the TSXV will continue to rely on its internal review procedures, as well as existing disclosure requirements, including personal information forms, technical reports, and financial statement requirements, to assess issuer suitability.
3. Alignment with Market Practice
The amendments formalize a shift already evident in practice, where sponsorship requirements were frequently waived for most listing transactions.
Conclusion
By eliminating the sponsorship requirement, the TSXV has reduced listing costs for prospective issuers and streamlined the path to public markets. More broadly, the amendments reflect the TSXV’s continued efforts to modernize its regulatory framework and enhance the competitiveness of Canada’s public venture market.
Footnotes
1. Revitalizing TSX Venture Exchange – Canada’s Public Venture Market.
The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.
© McMillan LLP 2025
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