CSE25™

CSE Composite Index®

In this series, we delve deep into the experiences of CSE listed companies, exploring their past successes and future opportunities.

CSE Issuer Spotlight

**Follow us** for the **latest news** from the CSE

 The CSE provides a modern and efficient alternative for companies looking to access the Canadian public capital markets.

The Canadian Securities Exchange (CSE)

Learn how we streamline issuer regulation through enhanced disclosure, practical and effective regulatory oversight, and modern technology.

Listing on the CSE

Learn more about the companies we list and how to get started trading on the CSE.

Investing in Listed Companies

Learn how we lower costs, reduce complexity, and provide market making opportunities for the dealer community.

Trading on the CSE

Whether you’re an investor, business leader, or simply looking to learn more, start your journey with the CSE here.

Get Started

From announcements and market updates to in-depth interviews with company leaders - stay informed with the latest from the CSE.

Latest from the CSE

Discover newly listed companies on the CSE through our series of bite-sized interviews with company leaders.

Get to know our latest listings

Listed Company News

Market Activity

List with the CSE

Find a home for your next big idea.

Frequently Asked Questions

How does being listed on the CSE affect me as a shareholder?

Where do I get information and trade CSE listed securities?

Where can I find an RSS feed for listed company news?

Where is the CSE recognized?

Upcoming Events

join the list

Join our mailing list to receive buy-in notifications

The CSE provides a superior exchange experience by investing in our customers’ success with innovation, dedication, and passion.

Where innovation, passion, and trust intersect

We strive to be the most innovative exchange in Canada. We aim to offer unlimited global access and a customized client-centric experience while delivering the lowest cost of public capital. 

We are Canada's entrepreneurial exchange

The most searched CSE listed companies on thecse.com

Recent Quotes

Get the latest regulatory announcements from the CSE concerning its Listings Policies, Trading Rules and functionality and other important industry developments.

Notices

Get the latest information about new CSE listings, the appointment of Market Makers, market events, and other news.

Bulletins

Stay informed with CSE listed company news, providing transparency and accountability to shareholders and the public.

Company News

Stay Informed

The **total volume** traded on the CSE today is

Connect with our professionals and listing experts at industry events and conferences.

Meet us at upcoming events

The Innovation Centre

Summit on Responsible Investment (SoRI)

Quebec City view for ThE Mining Investment Event image

Centre des congrès de Québec

THE Mining Investment EVENT

Vancouver city image for Web Summit event

Vancouver Convention Centre

Web Summit Vancouver

Metro Toronto Convention Centre

PDAC 2026

Vancouver Resource Investment Conference (VRIC)

Park Hyatt Zurich

Precious Metals Summit Zurich

La Valle Coastal Club

Torrey Hills Capital Resource Executives Conference

JW Marriott Washington, DC

STA 92nd Annual Market Structure Conference

Arcadian Court

Planet MicroCap Showcase: TORONTO 2025

Calgary Petroleum Club

TAKESTOCK – Calgary Investor Forum

Beaver Creek Resort

Precious Metals Summit Beaver Creek

Halifax Marriott Harbourfront Hotel

Going Public and Raising Capital in Canada

Sheraton Centre Toronto Hotel

Red Cloud Fall Mining Showcase 2025

Saxon Woods Park

Wall Street Rides FAR

The St. Regis Toronto

ArcStone-Kingswood Growth Summit 2025

OTC Markets Center

The Global Markets Forum

Fairmont Château Laurier

CSTA Annual Conference 2025

Rixos Tersane Istanbul

The 64th WFE General Assembly & Annual Meeting

Sherbourne Common

Bay Street Rides FAR

The Omni King Edward Hotel

PCMA Conference

April 14, 2023

	The Canadian Securities Exchange (CSE, or Exchange) is issuing this notice to provide guidance and clarify expectations with respect to the public float and share distribution requirements for issuers listing on the CSE.

	Exchange Requirements

	The basic requirements are set out in Appendix A to CSE Policy 2 Qualification for Listing.

	From 2A.2 Float and Distribution1:
<ol>
<li class="text-justify">

			Minimum Float
</li>
</ol>
<ol >
<li class="text-justify">

			An issuer of Equity Securities must have a Public Float of at least 1,000,000 Freely Tradeable shares and consisting of at least 150 Public Holders holding at least a Board Lot each of the security. The Public Float must constitute at least 20% of the total issued and outstanding of that security.
</li>
<li class="text-justify">

			NV Issuer - A Listed Issuer must have: (i) a Public Float of at least 1,000,000 Freely Tradeable securities and (ii) at least 300 Public Holders each holding at least a Board Lot.
</li>
<li class="text-justify">

			Closed End Funds, ETFs and Structured Products must meet the minimum float requirements for an NV Issuer.
</li>
</ol>
<ol>
<li class="text-justify" value="2">

			The Exchange may not consider as part of the Public Float any shares that were obtained in a distribution that was primarily effected as a gift or through an arrangement primarily designed for the purpose of meeting the minimum float distribution requirement. The minimum float distribution requirement will not be met if a significant number of the Public security holders:
</li>
</ol>
<ol >
<li class="text-justify">

			did not purchase the shares directly or received or will receive the shares in exchange for previously purchased shares of another issuer; or
</li>
<li class="text-justify">

			hold the minimum number of shares described in s. 2A.2(1) above.
</li>
</ol>

	CSE Policy Amendments

	On December 9, 2021, CSE published a request for comment2 (the “Notice”) on comprehensive significant changes to the Exchange Requirements.&nbsp; While no specific changes were proposed to the basic float and distribution requirements (the proposed “NV” issuer tier included additional requirements), the Exchange sought specific feedback on the existing requirements3.

	Following the publication of the Notice, and in consideration of the comments received and the requirements of other exchanges in Canada, the Exchange determined that changes were appropriate.&nbsp; The Notice of Approval4 provides detail on the following additional amendments:
<ul>
<li class="text-justify">

			The minimum number of free trading securities required in the public float has increased from 500,000 to 1,000,000
</li>
<li class="text-justify">

			The minimum percentage of outstanding securities held by public holders has increased from 10% to 20%.
</li>
</ul>

	Additional Considerations

	As indicated in the Notice, CSE continues to review and consider whether simple thresholds adequately address market integrity and market quality concerns associated with inadequate distributions.&nbsp;

	The distribution requirements are intended to foster price discovery and liquidity in the secondary market.&nbsp; For that to occur, there must be bids and offers sufficient to support a healthy price discovery process.&nbsp; With a large portion of the shareholder base holding the minimum number of shares, it is unlikely those shares will ever reach the public market, regardless of the number holders.&nbsp; This can have a significant detrimental impact on liquidity and price volatility.

	Reference

	In March 2008, the Exchange published guidance5 identifying concerns about listing applications by issuers for which a large proportion of the outstanding shares had been issued for nominal consideration.&nbsp; That notice introduced the concept of Builder Shares, which was subsequently incorporated into CSE Policy.&nbsp; The prescriptive policy was intended to restrict and discourage certain practices, not to define an acceptable standard with the maximum number of “cheap shares”.&nbsp; The capital structure of a listed issuer should reflect the development of a business and the capital raises required to pursue that business.

	In September 2010, the CSA published Staff Notice 41-305 Share Structure Issues -- Initial Public Offerings to provide additional guidance, noting that while guidance from the CSE and the TSX Venture Exchange had addressed some of the concerns, such structures were still appearing in initial public offerings.&nbsp;

	CSE Guidance

	A variety of prospectus-exempt distribution strategies have developed that appear to be solely or primarily intended to meet the specific shareholder distribution requirements for listing, rather than to raise capital necessary pursue business objectives.&nbsp; The minimum distribution requirements should not be considered an objective, or a “target” capital structure.&nbsp; The minimum public float and outstanding securities thresholds are not intended to provide a formula for creating a public vehicle.&nbsp; They are intended to establish one minimum standard in a number of listings standards that demonstrate business development and financial resources and facilitate capital formation, liquidity and price discovery.

	The CSE’s continuing evaluation of the adequacy of specific thresholds also extends to certain policies that are prescriptive in nature, such as the CSE concept of Builder Shares. The Builder Share restrictions are intended to achieve a measure of equity between the contributions by Related Persons and those of public investors relative to their ownership positions in the issuer. Strategies designed primarily to satisfy minimum float and distribution requirements or builder share requirements rather than advance the business of an issuer will not be considered adequate for purposes of satisfying those requirements. Further, in this regard, placing additional shares in escrow will not be considered an adequate measure to address an otherwise inequitable capital structure.

	In determining whether a public distribution is acceptable the Exchange will not rely solely on these thresholds.&nbsp; The CSE will continue to consider several factors including:
<ol >
<li class="text-justify">

			Acceptable capital structure, including:
<ul >
<li>

					Capital contribution:
</li>
<li>

					cash paid in and reasonable value of assets contributed, and services performed,
</li>
<li>

					Ratio of capital contribution to ownership by Related Persons
</li>
<li>

					Ratio of share price in pre-IPO financing rounds to the IPO (or final round of financing pre-listing) price
</li>
</ul>
</li>
<li class="text-justify">

			Number of public holders and average number of shares and value invested. As stated in Policy 2A.2, if a significant number of public security holders hold the minimum number of shares, the minimum distribution requirement will not be met.
</li>
<li class="text-justify">

			Suitability of all issuances prior to listing taking into account management activity, significant developments, and elapsed time as well as arm’s-length party participation.
</li>
</ol>

	&nbsp;

	The guidance set out in this notice is effective immediately.

	For questions about CSE Listings Policies or procedures, please contact: <a href="mailto:Listings@thecse.com">Listings@thecse.com</a>, or 416-367-7340.
<div>

		&nbsp;
<div id="ftn1">

			1 As amended, effective April 3, 2023. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</div>
<div id="ftn2">

			2 <a href="https://thecse.com/en/about/publications/notices/notice-2021-005-request-for-comments-proposed-policy-amendments">https://thecse.com/en/about/publications/notices/notice-2021-005-request-for-comments-proposed-policy-amendments</a>
</div>
<div id="ftn3">

			3 Specific questions asked were:
<ol>
<li class="text-justify">

					The Policies currently provide that the Exchange may not consider the minimum float distribution to be met if a significant number of public holders (of the required 150) hold the minimum number of shares (i.e., one boardlot).&nbsp;
</li>
</ol>
<ol >
<li class="text-justify">

					Should the “significant number” be defined, the minimum number of shares be increased (note that the requirement for a boardlot is standard on Canadian exchanges), or should the Exchange review the distribution to determine if there is a “normal distribution” across the shareholder base?
</li>
<li class="text-justify">

					Are there specific types of distributions that should be discouraged, discounted, or disallowed when considering if the float requirements have been met, and if so, could this be achieved through changes to the number of holders and minimum number of shares?
</li>
</ol>
<ol>
<li class="text-justify" value="2">

					The current minimum public float requirement is 10% held by 150 public holders, compared with 20% held by 200 (TSX Venture, Tier 2), 250 (TSE Venture, Tier 1). The CSE minimum listing requirements are intended to facilitate listing at an earlier stage.

					a) Are the current 10% public float and 150 public holder requirements appropriate and, if not, what are appropriate thresholds and why? 
					b) Are there other factors the CSE should consider in determining the appropriate minimum public float?
</li>
</ol>
</div>
<div id="ftn4">

			4 See <a href="https://thecse.com/en/about/publications/notices/notice-2023-005-amendments-to-cse-listing-policies-summary-of-comments">https://thecse.com/en/about/publications/notices/notice-2023-005-amendments-to-cse-listing-policies-summary-of-comments</a>
</div>
<div id="ftn5">

			5 <a href="https://thecse.com/en/about/publications/notices/notice-2008-001-capital-structure-and-builder-shares">Notice 2008-001 Capital Structure and Builder Shares</a>
</div>
</div>

Notice 2023-006 - Guidance - Public Float and Distribution Requirements for Listing