TSXV private placement hold period: when do the new shares become free trading?

A TSXV junior closes a private placement. Nothing happens for months. Then, four months later, the stock starts leaking on steady volume with no news. Often there is no mystery. The TSXV private placement hold period just ended, and the new shares and warrants became sellable. This post shows you where that date comes from, where to find it on SEDAR+, and how to build a hold-expiry calendar so the date never surprises you.

What is the TSXV private placement hold period?

It is a four-month-and-one-day resale restriction, counted from the closing (distribution) date, that stops placement buyers from selling the new shares and warrants into the market.

It comes from two layers that usually run on the same clock: Canadian securities law and the exchange’s own rules. You don’t need to be a lawyer. You need to know which date matters and where it is written down.

Layer 1: the securities law hold (NI 45-102)

Most placements are sold under prospectus exemptions, such as the accredited investor exemption in NI 45-106. Securities bought that way are restricted under National Instrument 45-102 Resale of Securities, adopted across Canada by the Canadian Securities Administrators. The restricted period is four months from the distribution date. The certificate or position carries a legend saying the holder must not trade the security before a specific date, which is four months and a day after distribution.

Layer 2: the exchange hold (TSXV Policy 4.1)

The TSX Venture Exchange adds its own four-month Exchange Hold Period in certain cases, set out in its Corporate Finance Manual (Policy 4.1, Private Placements, with the definition in Policy 1.1), available on the TMX website. It is aimed at situations such as shares issued below market price or to insiders. When it applies, the securities carry a second legend referencing TSXV approval. In a typical placement, both legends point to the same expiry date.

When do placement shares become free trading?

On the hold expiry date stated in the closing release, which is normally four months and one day after that tranche closed.

Hypothetical example: a TSXV explorer closes a placement on March 10. The legend date is July 11. From that day, placees can sell through their broker, assuming the shares have been deposited and are in a tradable account, which can take a little time on its own.

Two traps to watch:

• Month-end closings. If a tranche closes on the 29th, 30th or 31st, don’t trust your own calendar math. Use the exact date printed in the release.
• Multiple tranches. Many juniors close in two or three tranches weeks apart. Each tranche has its own expiry. One placement can unlock in pieces.

What happens to the warrants?

Warrants issued in the placement carry the same hold, and shares from a later exercise generally count the clock from when the warrant was issued, not from the exercise date.

Under NI 45-102, the restricted period for underlying securities is calculated from the distribution date of the convertible security. In plain English: if a placee exercises a warrant after the four months are up, the new shares are generally free trading right away. That is why warrants matter so much after the hold ends. Once they are in the money and the hold has passed, exercise-and-sell becomes a live option.

Finder’s or broker warrants issued to agents usually carry the same hold too. Many TSXV warrants also include an acceleration clause, letting the company shorten the warrant term if the stock closes above a set price for a number of days. Read the release for the exact terms. For how warrant overhang caps runs, see warrant overhang explained.

Which raises don’t carry a four-month hold?

Prospectus offerings and offerings under the listed issuer financing exemption (LIFE) are generally free trading on closing.

• Prospectus offerings (including short form bought deals): no statutory resale restriction. Supply can hit the tape immediately.
• LIFE offerings under Part 5A of NI 45-106: securities are not subject to the statutory resale restriction. Check the release for any exchange-imposed hold on specific placees.
• Standard exempt placements (accredited investor, flow-through, existing shareholder): four-month hold applies.
• Shares for debt or for an acquisition: often carry a hold as well. The release usually says so.

This is the single biggest reason two placements of the same size behave differently. A LIFE raise can be sold into on day one. A standard placement waits four months.

How do you find the closing date and hold expiry on SEDAR+?

Search the company on SEDAR+, open the news release announcing the closing, and look for the hold period sentence near the end.

Closing releases commonly include a line like “all securities issued are subject to a hold period expiring four months and one day from the date of issuance”, often with the actual date. If our step-by-step SEDAR+ dilution guide is new to you, start there for the search filters.

Three other sources help confirm the details:

• Report of exempt distribution (Form 45-106F1). Issuers must file it within 10 days of a distribution under many exemptions. It shows the distribution date and amount raised.
• TSXV bulletins. The exchange publishes acceptance notices for placements, which confirm the final terms.
• SEDI. If insiders bought in the placement, their insider reports show the acquisition. After expiry, SEDI is also where you would see them sell.

The hold-expiry calendar method

This is the part most traders skip. It takes ten minutes per ticker and tells you exactly when new supply can show up.

1. Pull the announcement. Record units, price per unit, warrant coverage (full or half), warrant exercise price and term.
2. Pull every closing release. Record each tranche’s closing date, shares issued, warrants issued and the stated hold expiry.
3. Fill gaps. If no expiry is printed, add four months and one day to the closing date and mark it “estimated”.
4. Add finder’s warrants as separate rows with their own exercise price.
5. Compare to the float. Divide shares unlocking on each date by the current shares outstanding. Big percentages matter more.
6. Mark price context. Note whether the stock trades above or below the placement price and the warrant exercise price.
7. Set reminders a few days before each date and watch volume, not the date alone.

Here is what a finished calendar looks like. Everything below is hypothetical.

Read it like a trader. If this hypothetical stock sits at $0.45 in July, placees are up on their shares and the warrants are in the money. That is a lot of potential supply arriving on two dates. If the stock sits at $0.18, placees are underwater and the warrants are worthless for now. Very different setup.

Does hold expiry mean the stock will drop?

No. Expiry means holders can sell, not that they will.

Some placees are long-term funds or insiders who hold for years. Others are flippers who bought for the warrant. What tends to matter: how far the stock is above the placement price, how big the unlock is relative to the float, and how thin daily volume is. A large unlock into a thin TSXV name with a fat profit for placees deserves attention. A small unlock into an underwater stock often passes quietly.

Treat the calendar as context for your own plan, not a signal. For the bigger picture on placement structure, read our broader guide to TSXV private placements, and if you are still sorting out which rules apply where, the TSX vs TSXV vs CSE guide covers the exchange differences. More Canadian education lives on our Canadian small caps hub.

FAQ

Is the TSXV hold four months or four months and a day?

The restricted period is four months. The legend date, the first day the holder may trade, is four months and one day after the distribution date. That is why releases say “four months and one day”.

Are LIFE offering shares subject to a hold?

Generally no. Securities issued under the listed issuer financing exemption are not subject to the statutory resale restriction. Still read the closing release in case specific placees carry an exchange hold.

Are shares from warrant exercise free trading?

If the warrant was issued more than four months earlier, generally yes, because NI 45-102 counts from the warrant’s distribution date. Exercise during the hold produces shares that stay restricted until the original expiry.

Does the same hold apply to CSE stocks?

The NI 45-102 four-month restricted period is securities law, so it applies to CSE issuers too. The TSXV Exchange Hold Period does not, since that is a TSXV rule.

Where exactly is the hold expiry date written?

Usually in the closing news release on SEDAR+, near the end. If it isn’t there, take the closing date from the release or the report of exempt distribution and add four months and one day.

What does the hold legend actually say?

The NI 45-102 legend opens with these words: “Unless permitted under securities legislation, the holder of this security must not trade the security before” and then gives the date that is four months and a day after distribution. When the TSXV Exchange Hold Period applies, a second legend says the securities cannot be traded on the exchange or in Canada without exchange approval until that same date. Confirm the exact wording in NI 45-102 via the CSA and in the Corporate Finance Manual on the TMX website. Shares held electronically (DRS or book-entry) carry the same restriction as a notation, even with no paper certificate.

Who is an accredited investor, and why does it matter here?

An accredited investor is someone who meets the income, net asset or financial asset tests in NI 45-106, or an institution such as a fund. The thresholds are set by the CSA, so check them at the CSA site rather than trusting a blog. Most retail traders never get offered a placement, so they see it from the outside: the announcement, the closing release, then the unlock. Our TSXV private placements guide covers the full process.

How do I calculate the hold expiry date myself?

Take the tranche closing date, move forward four calendar months, then add one day. Example from above: a March closing on the 10th unlocks on July 11. Month-end closings are where it gets messy, because the fourth month later may have fewer days. Whenever your math and the release disagree, the date printed in the release wins.

In this article

• Hold period chart by raise type
• What about US placees?
• Hold period vs escrow: what's the difference?
• Have the hold period rules changed recently?
• More questions traders ask

Hold period chart by raise type

Do flow-through placements behave differently at expiry?

The hold is the same four months, but the buyers can be different. Flow-through shares are often priced at a premium to market because some buyers want the tax deductions, not just the shares. A buyer who got their value from the deduction may be quicker to sell once the hold ends. For tax questions, see CRA guidance and a tax professional.

What about US placees?

US buyers in a TSXV placement usually get “restricted securities” under US law, with an extra US legend on top of the Canadian one. Resale back into Canada, for example on the TSXV, is often done under Regulation S, which covers offshore transactions. Rule 144 sets separate US holding periods for selling inside the US. This gets technical fast, so read the SEC and Investor.gov material and talk to a qualified professional.

Hold period vs escrow: what’s the difference?

A hold period is a four-month resale restriction on placement securities, while escrow locks up principals’ shares for much longer. TSXV escrow typically applies to founders and insiders at an IPO, reverse takeover or qualifying transaction, and releases in stages on a schedule that depends on the issuer’s tier. The rules sit in the escrow policy of the Corporate Finance Manual on the TMX website. Release dates show up in filings and exchange bulletins, so add them to your calendar too.

Have the hold period rules changed recently?

We are not aware of any change to the basic four-month NI 45-102 restricted period. LIFE has been amended by the CSA over time, and the TSXV updates its policies through bulletins, so check CSA notices and TSXV bulletins for the current version before relying on any detail here.

Practical issues on the free-trading date

The date unlocking and the shares actually trading are not always the same day. Legend removal and broker deposits can lag, tranches get mixed up, and people trust their own math over the release. If you have run into this, the free Discord is a good place to compare notes.

More questions traders ask

Can the four-month hold be shortened?

Generally no, not for a standard exempt placement after it closes. The period is set by securities law. Avoiding it means choosing a different structure, like a prospectus or LIFE, before the raise. Regulators can grant discretionary exemptive relief, but that is uncommon. Confirm in NI 45-102 via the CSA.

Can placees sell before the hold expires?

Not through the exchange. The legend says “unless permitted under securities legislation”, so a private resale under another prospectus exemption may be possible, but the buyer inherits the remaining hold. Check NI 45-102 and a qualified professional.

Want to see how other traders build these calendars and pick apart Canadian placements? Join the free Fockets stock trading Discord, ask questions, share your own work and see how we think. No gurus, no hype, just filings and real data.

Disclaimer: This article is for educational purposes only and is not financial, legal or investment advice. Fockets Trading does not make buy or sell recommendations or give price targets. Examples labelled hypothetical are illustrations, not real companies. Securities rules change, so confirm details with the primary sources and a qualified professional. Trading small caps is risky; do your own research and size your own risk.

Keep reading

• Canadian Small Caps: TSXV, CSE and SEDAR+ Guide
• TSXV escrow release schedule: how to map when locked-up insider shares unlock
• Cease trade order: what happens to your shares when a Canadian stock gets a CTO
• SEDI insider trading: how to check Canadian insider buys and sells

This article is for education only and is not financial advice. Always do your own research and manage your own risk.