A TSXV escrow release schedule is the timetable that frees insiders’ locked-up shares in stages after a listing or major transaction. Under TSX Venture Exchange Policy 5.4, Tier 1 value escrow typically releases 25% up front and 25% every six months over 18 months. Tier 2 value escrow releases 10% up front and 15% every six months over 36 months.
Why should you care? Because escrowed shares are part of the share count, but not part of the tradable float. Each release date moves a block of insider stock from locked to sellable. If you trade Canadian juniors, those dates are knowable in advance. Most people never look them up.
This post shows you how the schedules work, how to turn one date into a full unlock calendar, and where the paperwork sits on SEDAR+.
In this article
- What is a TSXV escrow release schedule?
- Is escrow required for TSXV listing principals?
- Value security vs surplus security: which TSXV escrow release schedule applies?
- How do you turn a listing date into release dates?
- Where do you find escrow release details on SEDAR+?
- Do TSXV escrow releases cause share price drops?
- TSXV escrow vs the four-month hold period: what's the difference?
- FAQ
What is a TSXV escrow release schedule?
It is the fixed set of dates and percentages, written into an escrow agreement, on which a company’s principals get their locked-up shares back.
The shares sit with an escrow agent, usually the company’s transfer agent. Until a release date arrives, the holder generally can’t sell, transfer or pledge them. On each release date, the stated percentage is freed. After that, those shares can trade like any other.
The rules live in TSXV Policy 5.4 (Escrow, Vendor Consideration and Resale Restrictions), part of the Corporate Finance Manual published on the TMX website. The standard agreement template is Form 5D.
Is escrow required for TSXV listing principals?
Generally yes. Escrow is required when shares are held by principals at key events like an initial listing, a reverse takeover, a capital pool company’s qualifying transaction, or a change of business.
“Principals” is a defined term in the Exchange’s policies. In plain English, it covers the people who run or control the company:
- Directors and senior officers
- Promoters
- Large holders above the ownership thresholds set in the policy definitions
For an IPO, the national escrow framework in National Policy 46-201 (published by Canadian securities regulators such as the OSC) is the reference point. For RTOs, qualifying transactions and similar deals, TSXV’s own Policy 5.4 terms drive the agreement. Exemptions and edge cases exist, so the filed agreement is the final word for any specific ticker.
Value security vs surplus security: which TSXV escrow release schedule applies?
Two things decide the schedule: the type of security and the issuer’s tier.
Value securities
Value securities are principal shares where the value given for them can be supported. For example, there’s an independent valuation or a documented cost of the asset or business contributed. These get the faster release.
Surplus securities
Surplus securities are principal shares issued for assets or businesses whose value can’t be supported to the Exchange’s satisfaction. Think of a vendor getting a big block of stock for a property or tech with little hard value behind it. These release more slowly and are back-end loaded. Surplus agreements can also include cancellation provisions if the underlying asset or business is lost or abandoned.
Here are the standard Form 5D schedules as percentages of the original escrowed block. The clock usually starts on the date of the Exchange bulletin confirming final acceptance of the transaction:
| Schedule | Bulletin date | 6 mo | 12 mo | 18 mo | 24 mo | 30 mo | 36 mo |
|---|---|---|---|---|---|---|---|
| Tier 1 value | 25% | 25% | 25% | 25% | – | – | – |
| Tier 2 value | 10% | 15% | 15% | 15% | 15% | 15% | 15% |
| Tier 1 surplus | 10% | 20% | 30% | 40% | – | – | – |
| Tier 2 surplus | 5% | 5% | 10% | 10% | 15% | 15% | 40% |
Treat this as the default template, not gospel. TSXV has amended its policies over the years, and individual deals can carry different terms. Read the current Policy 5.4 and the specific agreement before you build a calendar.
What about capital pool companies?
CPC escrow sits under the CPC policy (Policy 2.4), which the Exchange overhauled in 2021. CPC principal shares now generally follow an 18-month pattern of equal releases tied to the qualifying transaction bulletin. As always, confirm against the current policy and the filing statement.
Does escrow speed up if the company moves up?
Often, yes. Escrow agreements typically include acceleration terms if a Tier 2 issuer graduates to Tier 1 or lists on the TSX. In those cases, the remaining shares may move to the faster schedule. That can pull a lot of supply forward, so check the agreement’s acceleration clause if a graduation is announced.
How do you turn a listing date into release dates?
Find the start date, apply the percentages, and line the share amounts up against the float. Here’s a hypothetical example.
Hypothetical: a Tier 2 company completes an RTO. The final Exchange bulletin is dated March 3, 2026. Principals hold 12,000,000 value securities in escrow, and the company has 60,000,000 shares outstanding.
| Release date (hypothetical) | % of escrow | Shares freed | Cumulative freed | % of outstanding |
|---|---|---|---|---|
| Mar 3, 2026 | 10% | 1,200,000 | 1,200,000 | 2% |
| Sep 3, 2026 | 15% | 1,800,000 | 3,000,000 | 3% |
| Mar 3, 2027 | 15% | 1,800,000 | 4,800,000 | 3% |
| Sep 3, 2027 | 15% | 1,800,000 | 6,600,000 | 3% |
| Mar 3, 2028 | 15% | 1,800,000 | 8,400,000 | 3% |
| Sep 3, 2028 | 15% | 1,800,000 | 10,200,000 | 3% |
| Mar 3, 2029 | 15% | 1,800,000 | 12,000,000 | 3% |
Run the same 12,000,000 shares through the Tier 2 surplus schedule and it looks very different. Only 600,000 shares come out at the bulletin and 600,000 at six months. Then 4,800,000 shares, 40% of the block, land on the 36-month date. That final release is the one to circle.
Your checklist for any ticker:
- Find the start date (usually the final Exchange bulletin date; the listing date for an IPO).
- Find the number of escrowed shares and whether they’re value or surplus.
- Confirm the tier, and whether the agreement has acceleration terms.
- Build the dates at six-month steps and calculate shares per release.
- Compare each release to the current float and average daily volume, not just shares outstanding.
Where do you find escrow release details on SEDAR+?
Search the company on SEDAR+ and open its filings. The escrow details usually sit in a few places:
- Filing statement or prospectus: look for a section titled something like “Escrowed Securities.” It typically lists each principal, the number of shares escrowed and the schedule that applies.
- The escrow agreement itself: often filed as a material contract or escrow agreement document around the closing of the transaction. This is the Form 5D-based agreement with the actual release table.
- Exchange bulletin: the TSXV bulletin confirming final acceptance gives you the start date.
- Financial statements and MD&A: share capital notes often state how many shares remain in escrow at period end. Useful for checking progress.
If you’re new to the SEDAR+ search screens, our walkthrough on how to check dilution on SEDAR+ covers the filters step by step.
Do TSXV escrow releases cause share price drops?
Not automatically. A release makes shares sellable; it doesn’t make anyone sell. Plenty of insiders sit on freed stock for years.
What matters is size relative to liquidity. A hypothetical 4,800,000-share final surplus release in a stock that trades 150,000 shares a day is a real overhang if even part of it hits the bid. The same block in a stock trading millions a day barely registers.
Don’t guess. After a release date, check SEDI insider filings for actual sales by the people whose shares came out. Then watch for early warning reports if a large holder crosses an ownership threshold.
TSXV escrow vs the four-month hold period: what’s the difference?
They get mixed up constantly, but they cover different shares:
| Escrow (Policy 5.4) | Hold period | |
|---|---|---|
| Who | Principals at listing or a major transaction | Anyone buying private placement shares |
| Length | Typically 18 to 36 months, staged | Four months and a day, then free |
| How it ends | Percentage releases on set dates | All at once |
For the placement side, see when TSXV private placement shares become free trading.
FAQ
Are escrowed shares a red flag?
No. Escrow is a standard protection that stops insiders from dumping right after listing. The things to watch are a large surplus block, a big release close to float size, or insiders selling the moment shares come free.
Do escrowed shares count in the float?
They count in shares outstanding, but most traders exclude them from the tradable float until released. That’s why float grows on each release date.
Is there a TSXV escrow release schedule template?
Form 5D is the Exchange’s standard escrow agreement and contains the schedules. Use the hypothetical calendar above as a template, but plug in numbers from the actual filed agreement.
Where can I learn more about Canadian small caps?
Start with our Canadian small caps hub, which links the TSXV and CSE guides in one place.
Want to sanity-check an escrow calendar with other traders who read SEDAR+ filings? Join the free Fockets small cap stock trading Discord. Ask questions, compare notes and see how members do the work themselves, without anyone telling you what to buy.
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Disclaimer: This post is for educational purposes only and is not financial advice. Fockets Trading does not make buy or sell recommendations. Trading small caps involves significant risk, including loss of your entire investment. Always do your own research and consider consulting a licensed financial professional before making any investment decision.
