US vs Canadian Exchanges in 2026 - Dual Listing, UpListing & IPO Pathways for International Issuers

How International Issuers can Evaluate Dual Listings, Up-Listings and Jurisdiction Strategy Across US & Canadian Markets

Refer to Glossary of Key Terms & Regulations at end of article.

In our previous editions we explored two foundational dimensions of the journey to public markets: governance maturity and organisational readiness and the structural pathways to market (including IPOs, reverse takeovers, venture listings, OTC entry points and staged exchange progression).

This edition builds directly on that framework by addressing the next strategic question confronting boards and executive teams once readiness and pathway have been considered: which jurisdiction should we choose – and in what sequence – to maximize long-term capital-markets success?

Global equity markets are stabilizing, yet the return of liquidity and institutional confidence is occurring unevenly across jurisdictions, sectors and stages of corporate maturity. Capital is re-entering public markets with heightened selectivity, favoring issuers that demonstrate governance discipline, transparent disclosure, credible development pathways and alignment with structural themes such as critical minerals, energy security, advanced manufacturing and scalable technology infrastructure.

For foreign private issuers evaluating entry into North American capital markets, the defining strategic question in 2026 is no longer whether access to the United States or Canada is desirable. Instead, boards and executive teams must determine which jurisdiction, regulatory framework and sequencing strategy will most effectively support valuation durability, liquidity depth, institutional sponsorship and long-term strategic flexibility.

This edition brings together the regulatory architecture, structural exemptions, permitting dynamics (including FAST-41) and execution realities that now shape cross-border listing outcomes across both jurisdictions (U.S & Canada), completing the strategic progression established in our earlier discussions of readiness and pathway selection.

Structural Drivers Of North American Listings: Why Global Issuers Continue to Migrate Capital-Markets Jurisdiction

Before comparing jurisdictions it is important to understand the underlying motivations that consistently draw issuers toward North American exchanges. Across Europe, the Middle East and other international markets three structural forces recur.

First, access to deep pools of specialist institutional capital remains the most visible factor. North American markets host concentrated expertise across mining, energy transition, advanced materials and emerging technologies, supported by analyst coverage and follow-on financing capacity that can materially reduce long-term funding risk.

Second, valuation behaviour differs meaningfully between jurisdictions. US exchanges frequently reward scalable growth narratives and technology leverage with premium multiples, while Canadian markets often apply disciplined valuation frameworks tied to technical disclosure, development milestones and asset certainty. Boards that treat listing jurisdiction as a strategic valuation lever rather than a geographic decision are increasingly better positioned for durable public-market performance.

Third, dual or cross-border listings can enhance secondary-market liquidity and shareholder diversification, expanding institutional ownership, improving eligibility for index inclusion and strengthening the use of equity as acquisition currency. At the same time, exchange selection itself conveys signaling value to governments, partners and institutional stakeholders regarding governance credibility and disclosure discipline.

Taken together these structural drivers explain why issuers from a wide range of home markets continue to view US and Canadian exchanges as central to long-term capital-markets strategy rather than opportunistic listing venues.

Distinguishing Dual Listing, UpListing, Re-domiciliation & First-Time North American Entry: Why Structural Precision Determines Execution Success

Terminology in cross-border capital markets is often used loosely, yet the underlying legal and regulatory distinctions carry material implications. Clarity at the outset prevents misaligned expectations and costly course corrections later.

• A dual listing enables concurrent trading across jurisdictions to expand liquidity and investor reach while maintaining an existing primary listing.

• An uplisting involves migration to a more senior exchange tier within the same jurisdiction, typically requiring higher financial thresholds and enhanced governance and disclosure standards.

• A re-domiciliation changes the company’s legal home, often to align with regulatory, tax or strategic-asset considerations and can have knock-on implications for index eligibility and investor appetite.

• A first-time North American entry may occur through IPOs, reverse mergers, Capital Pool Company (CPCs) structures in Canada, or US OTC market pathways, each with different readiness expectations, timelines and cost profiles.

Early structural precision is essential. Misalignment between jurisdiction, listing mechanism and governance readiness frequently leads to avoidable delay, regulatory friction or valuation pressure that could have been mitigated through disciplined upfront design.

Structural Differences Between US & Canadian Public Markets: Liquidity, Valuation Behaviour, Regulatory Burden & Execution Timelines

Both the United States and Canada provide credible access to global capital, but their operating characteristics and investor expectations remain distinct. Understanding these differences is a prerequisite for any serious jurisdiction strategy.

US exchanges generally deliver greater absolute liquidity, broader institutional participation and stronger analyst coverage, supporting higher trading volumes and, in some sectors, valuation premiums. These advantages are accompanied by more demanding governance, internal-control and reporting expectations including Sarbanes-Oxley (SOX) style requirements for many issuers, longer execution timelines and higher transaction costs.

Canadian exchanges offer efficient listing pathways, deep sector expertise in natural resources and certain technology niches, and comparatively streamlined regulatory processes. National Instrument 43-101 ('NI-43101') for mineral projects, for example, provides a clear framework for technical disclosure that is well understood by specialist investors. For many development-stage or growth-oriented issuers Canada therefore functions as a pragmatic first North American listing step, with the potential for subsequent migration to a senior US exchange once operational scale, governance maturity and market positioning have strengthened.

The strategic question is not which jurisdiction is inherently superior, but rather which combination and sequencing of jurisdictions best aligns with the issuer’s maturity, asset profile, financing horizon and governance readiness.

Regulatory Architecture & Cross-Border Exemptions: Mechanisms That Materially Change Execution Strategy

Jurisdictional choice is shaped not only by exchanges but by regulatory tools and exemptions that alter cost, timing and governance burden. These mechanisms allow boards to stage regulatory complexity and capital-markets exposure over time.

Key frameworks and tools include:

• Multijurisdictional Disclosure System (MJDS)

  • Allows eligible Canadian issuers to access US markets using Canadian disclosure, reducing duplication, cost and transaction friction for qualifying offerings and enabling more efficient cross-border financing.

    
    

• Foreign Private Issuer (FPI) Status

  • Provides qualifying non-US companies with exemptions from certain US reporting, proxy and governance requirements, lowering ongoing compliance cost while still granting access to US capital and exchanges.

    
    

• US OTC Pathways

  • US OTC markets may provide an initial visibility and liquidity bridge before senior exchange up-listing, particularly for issuers that need to demonstrate trading performance and disclosure discipline ahead of a major exchange application.

    
    

• Canadian Venture & Reverse Takeover Structures

  • Capital Pool Company (CPC) structures, reverse takeovers (RTOs) and venture-tier (TSX-V) listings can accelerate public entry while governance and scale continue to mature, creating a stepping stone toward senior boards such as TSX.

These tools should be evaluated not in isolation but as components of an integrated execution roadmap that matches regulatory intensity to organisational maturity and capital needs at each stage.

FAST-41 & the Strategic Case for US Listing or Re-Domiciliation: Permitting Certainty as a Valuation & Jurisdiction Driver

Among all regulatory developments affecting jurisdiction choice, the US federal permitting framework known as 'FAST-41' has become one of the most strategically significant for capital-intensive sectors.

FAST-41 coordinates federal permitting for major infrastructure and critical-minerals projects, introducing defined approval timelines, inter-agency accountability, public transparency of permitting progress and a single Permitting Dashboard that tracks milestones across agencies. For eligible projects this can materially reduce permitting uncertainty and shorten the path to construction and production.

For resource and infrastructure issuers permitting certainty directly influences:

• Project valuation and net present value

• Financing timelines and cost of capital

• Institutional risk perception and investment committee comfort

• Strategic partner and offtake counterparty confidence

In practical terms a project benefiting from accelerated US permitting may achieve earlier production visibility and lower regulatory risk, which can justify:

• A primary US listing rather than a Canadian-first pathway

• Re-domiciliation to the United States to align corporate center and permitting jurisdiction

• Earlier pursuit of senior-exchange capital to fund development at scale.

FAST-41 therefore transforms permitting from a purely operational issue into a core capital-markets variable capable of reshaping jurisdictional listing strategy, particularly for issuers whose value is dominated by US-based assets in qualifying sectors.

Executive Agility US – Canada Listing Strategy Matrix: A Jurisdictional Decision-Making Matrix for 2026 Listings

To move from concept to decision, boards need a structured way to evaluate jurisdiction choices. The Executive Agility 'US – Canada Listing Strategy Matrix' synthesizes the principal structural differences between US and Canadian environments and translates them into practical decision factors.

Executive Agility US–Canada Listing Strategy Matrix

Factor	United States	Canada	Strategic Interpretation
Liquidity Depth	Highest global trading participation & institutional scale	Strong sector liquidity, especially in resources	US favors scale – Canada favors sector precision
Valuation Behaviour	Premiums for growth & technology narratives	Discipline tied to asset certainty & technical disclosure	Match jurisdiction to story maturity
Regulatory Burden	High governance and internal-control expectations under the Securities & Exchange Commission (SEC)	Streamlined disclosure regime coordinated by the Canadian Securities Administrators (CSA)	Governance readiness determines feasibility
Speed to Market	Longer execution timelines & higher cost	Faster listing pathways & lower cost	Canada often functions as a staging jurisdiction
Investor Composition	Broad global institutional base across sectors	Deep natural-resource specialization & sector-focused investors	Sector alignment is decisive
Litigation and Compliance Risk	Higher	Lower	Material for earlier-stage or resource-constrained issuers
Asset Location and Permitting (including FAST-41)	FAST-41 & other US programs can de-risk timelines for qualifying projects	Strong frameworks for Canadian & international assets, including NI 43-101	Permitting jurisdiction can tilt listing geography
Governance Maturity & Internal Controls	Senior exchanges expect robust boards, committees, controls & disclosure discipline from day one	Venture tiers allow governance to mature over time	Use governance as a gating factor for senior US entry
Financial Reporting (IFRS vs US GAAP)	May require US GAAP or reconciliations over time; FPI can mitigate initially	IFRS widely accepted, especially for international issuers	IFRS-to-US-GAAP conversion should be planned, not improvised

How to Apply the Executive Agility US – Canada Listing Strategy Matrix

No single factor determines jurisdictional superiority. Instead boards should:

• Assess each factor for their company, scoring relative attractiveness of US, Canada and home market.

• Identify which dimensions are non-negotiable (for example asset location under FAST-41, governance readiness, capital intensity) versus those that can be flexed or sequenced.

• Determine whether a Canada-first, US-first or dual / cross-listed approach best aligns with the overall pattern rather than focusing on any one factor in isolation.

When used deliberately, this matrix reframes jurisdictional choice as a structured strategic decision rather than a response to short-term market sentiment or advisor preference.

Why Sequencing Matters – The Capital Markets Sequencing Matrix: Jurisdiction Sequencing as Valuation Strategy

Choosing where to list is only part of the decision. Equally critical is when and in what order jurisdictions are accessed. Sequencing determines not only regulatory burden but also valuation trajectory, dilution profile and investor development. Sequencing affects:

• Valuation step-ups between stages

• Timing and size of dilution events

• Regulatory burden and cost at each phase

• Institutional investor access and timing of research coverage

• Eligibility and timing for index inclusion

• Strategic optionality for M&A and secondary capital raises.

An issuer that enters the wrong market too early can become trapped in illiquidity, depressed valuation anchors, excessive compliance cost relative to scale, limited analyst coverage and constrained institutional participation. Conversely a well-sequenced pathway can build valuation stepwise, broaden investor depth over time, stage regulatory complexity to match organisational maturity and preserve flexibility for dual listing or up-listing when conditions are favorable.

The Capital Markets Sequencing Matrix

Boards can use a Capital Markets Sequencing Matrix to evaluate four interacting dimensions:

1. Issuer maturity

   • Revenue scale, governance readiness, internal controls, disclosure capability and operational predictability.

2. Asset Jurisdiction and Permitting Profile

   • Particularly relevant for mining, energy, infrastructure and other regulated or FAST-41-eligible sectors.

3. Capital Intensity and Funding Cadence

   • Near-term versus long-term capital requirements and tolerance for dilution across stages.

4. Target Investor Base Evolution

   • Retail to resource funds to sector specialists to generalist institutions to index capital.

The matrix does not produce a single universal answer. Instead it identifies the most value-accretive sequencing logic for a specific issuer profile, making explicit why certain markets should precede others and what milestones should trigger the next step.

Typical Sequencing Archetypes

• Canada-First Progression

  • Venture or mid-tier Canadian listing, technical de-risking and asset advancement, institutional resource fund participation, eventual US dual listing or up-listing.

  • Best suited for resource development issuers, earlier-stage technology commercialization and capital-intensive permitting pathways.

    
    

• US-First Entry

  • Direct (traditional) IPO or OTC-to-exchange progression, immediate access to deep liquidity and analyst ecosystems, higher governance and disclosure threshold from inception.

  • Best suited for revenue-generating technology or industrial issuers, scalable platform businesses and companies targeting rapid institutional sponsorship.

    
    

• Dual-Track Sequencing

  • Parallel preparation for Canadian and US eligibility, opportunistic entry based on market window timing, preservation of valuation leverage.

  • Best suited for globally strategic assets, late-stage private companies and issuers with strong balance sheets pre-listing.

The key insight is that sequencing is fundamentally a valuation strategy, not merely a regulatory choice.

Eligibility vs True Public-Company Readiness: The Execution Gap that Determines Valuation Outcomes

Across cross-border listings the most consistent failure point is not exchange eligibility but organisational readiness. It is entirely possible (and is too often seen) to be technically listable yet poorly prepared to operate as a public company in a new jurisdiction.

Critical determinants of successful execution include:

• Board composition and governance architecture aligned with senior exchange expectations;

• Disclosure controls, reporting cadence and internal controls that can withstand ongoing scrutiny;

• Financial reporting frameworks, including the ability to translate and reconcile between IFRS and US GAAP where required;

• Stakeholder coordination across jurisdictions, including legal, audit, banking, technical advisors and internal leadership.

Issuers that address these domains early typically achieve faster execution, lower transaction risk and stronger post-listing valuation stability. Those that delay readiness work often encounter valuation pressure, regulatory friction or the need for expensive, time-consuming remediation at the worst possible moment. This is where Executive Agility can help you to get ready - early in the process.

Applying The Matrices – A CEO & Board Decision Framework: From Frameworks To Practical Decisions

With both the Executive Agility 'US–Canada Listing Strategy Matrix' and the 'Capital Markets Sequencing Matrix' in hand, boards can move from abstract discussion to concrete jurisdiction decisions. A practical application flow might look like the below:

1. Diagnose Current State

   • Use the jurisdiction matrix to map today’s position across liquidity, valuation, regulatory burden, asset location, governance maturity, financial reporting basis and investor base.

   • Use the sequencing matrix to assess issuer maturity, asset permitting profile (including FAST-41 where relevant), capital intensity and target investor journey.

     
     

2. Define Target End-State

   • Decide whether the long-term destination is primarily US-listed, Canada-led with US access, balanced dual listing or continued home-market centricity with North American access as a complement.

     
     

3. Identify Gaps & Milestones

   • Translate the gap between current and target states into concrete governance, reporting and project milestones, including IFRS-to-US-GAAP translation where appropriate.

   • For FAST-41-impacted assets, ensure permitting milestones and dashboard visibility are built explicitly into the equity narrative and financing plan.

     
     

4. Design a Staged Roadmap

   • Sequence listings, up-listings and dual listings so that each stage corresponds to visible de-risking (governance, financial, permitting, commercial) and supports a credible valuation uplift.

   • Link capital-raising events to readiness milestones so the organisation is never forced into a higher-burden jurisdiction before it is prepared.

     
     

5. Revisit Annually

   • Update the matrices at least annually to reflect changes in asset mix, regulatory regimes, market conditions and internal capability, ensuring that jurisdiction strategy remains dynamic rather than static.

This disciplined approach allows CEOs and boards to treat jurisdiction and sequencing as integrated elements of broader corporate strategy rather than as isolated capital-markets transactions.

How Executive Agility Supports Cross-Border Listing Execution: Coordinated Execution Across US & Canadian Pathways

Executive Agility prepares and guides companies through US and Canadian public-market pathways by operating as the integrated execution and governance layer between issuers, boards and capital-markets stakeholders. The focus is not simply on achieving a listing, but on building a company that can thrive under public market scrutiny.

Executive Agility works with foreign issuers to:

• Define optimal US or Canadian listing pathways and sequencing, using the Executive Agility 'US–Canada Listing Strategy Matrix' and the 'Capital Markets Sequencing Matrix' as practical tools in board-level workshops;

• Identify governance and readiness gaps that are directly impacting valuation, investor confidence and feasibility of senior-market entry, then design targeted remediation programs;

• Coordinate cross-border legal, audit, banking, regulatory and technical stakeholders so that transaction workstreams progress coherently and management can stay focused on operations;

• Translate and reconcile financial statements between IFRS and US GAAP, including designing and overseeing IFRS-to-US-GAAP conversion programs that support clear investor messaging and internal KPI realignment;

• Deploy experienced interim, fractional and remote executives – including CEOs, CFOs and other senior leaders – on the ground in both the U.S. and Canada to lead execution, stabilize operations and embed public-company disciplines throughout the listing transition;

• Provide IPO readiness benchmarking, governance remediation aligned to exchange expectations, and end-to-end transaction program leadership so that readiness, jurisdiction and capital strategy are managed as one integrated program rather than fragmented initiatives.

Early engagement in these areas consistently reduces downstream execution risk, compresses timelines and improves disclosure quality and governance outcomes, which in turn supports stronger and more resilient valuation at and after listing.

Determining The Right Jurisdiction – An Integrated Decision Framework: Bringing the Learnings Together

When the matrices, regulatory mechanisms, FAST-41 implications and readiness factors are considered together several clear principles emerge:

1. Jurisdiction Follows Strategy, Not Sentiment

   • Listing location is a strategic lever that should reflect asset footprint, permitting regime, investor base and long-term capital strategy rather than short-term market fashion.

     
     

2. Sequenced Listings Often Outperform Single-step Migration

   • Canada-first, US-first and dual-track archetypes all have a place, but the most durable outcomes typically arise when each step is timed to visible de-risking and organisational maturity.

     
     

3. Permitting, Governance & Disclosure Readiness Directly Influence Valuation

   • FAST-41 and other permitting frameworks, alongside governance architecture and reporting strength, are now core components of the valuation equation, not peripheral compliance considerations.

     
     

4. Execution Discipline: the Primary Differentiator Between Successful & Failed Cross-Border Outcomes

   • Boards that treat cross-border listings as multi-year programs with clear milestones, resourcing and governance typically outperform those that approach them as one-off transactions.

Across all three editions of this series one conclusion is consistent: successful public companies are not created at the moment of listing. They are built through disciplined preparation, intelligent pathway design and deliberate jurisdiction sequencing that aligns with strategy, assets and organisational capacity.

Begin A Structured Cross-Border Readiness Assessment

The logical next step for boards and executive teams is to translate this integrated framework into a tailored readiness and execution plan. Executive Agility works with foreign issuers to:

• Define optimal US or Canadian listing pathways and sequencing based on your specific asset, sector and investor profile;

• Identify and close governance and readiness gaps that are constraining valuation, investor appetite or feasibility of senior-market entry;

• Coordinate cross-border legal, audit, banking and regulatory stakeholders to ensure cohesive execution;

• Translate financial statements between IFRS and US GAAP where required, and embed the resulting changes into performance management and investor communications; and

• Deploy experienced executives on the ground in both the United States and Canada to lead execution and stabilize operations through the listing transition, providing the “boots on the ground” that many international issuers require.

Confidential discussions can be arranged via: info@executive-agility.com.

Glossary of Key Terms & Regulatory References

• ADR (American Depositary Receipt): A negotiable certificate issued by a US bank representing shares in a non‑US company, allowing those shares to trade on US markets in US dollars. Commonly used as a cross‑listing mechanism for foreign issuers.

• Capital Markets Sequencing Matrix: An Executive Agility framework that helps boards decide the order and timing of listings, up‑listings and dual listings by evaluating issuer maturity, asset jurisdiction and permitting profile, capital intensity and target investor base evolution. It is used to design a value‑accretive jurisdiction roadmap rather than treating listings as isolated events.

• CSA (Canadian Securities Administrators): The umbrella body that coordinates the 13 provincial and territorial securities regulators in Canada. The CSA issues harmonised rules and national instruments covering prospectus requirements, continuous disclosure and other aspects of Canadian securities regulation.

• Dual listing / Cross‑border listing: A structure where an issuer’s securities are listed and traded on more than one stock exchange in different jurisdictions at the same time. The issuer typically maintains one primary listing and adds secondary listings to expand liquidity, investor access and strategic profile.

• US–Canada Listing Strategy Matrix: An Executive Agility decision tool that brings together core factors (such as asset location and permitting regime, sector and peer group, stage of development, governance maturity, financial reporting basis, investor base and domicile) to help boards determine whether a US‑first, Canada‑first, dual‑listing or staged approach best fits their strategy.

• FAST‑41 (Fixing America’s Surface Transportation Act – Title 41): A US federal framework that coordinates environmental review and permitting for qualifying large infrastructure and critical‑minerals projects. It introduces defined permitting timelines, inter‑agency coordination and a public Permitting Dashboard, reducing regulatory uncertainty and influencing project valuation, financing timelines and listing jurisdiction decisions for eligible issuers.

• Foreign Private Issuer (FPI): A non‑US issuer that meets specific ownership and governance tests under US securities law. FPI status allows companies to use specialised reporting forms and benefit from modified US reporting, proxy and governance requirements while still accessing US public markets.

• IFRS (International Financial Reporting Standards)A globally used accounting framework issued by the IASB. Many international issuers prepare financial statements under IFRS; those entering US markets may either rely on IFRS as FPIs or undertake IFRS‑to‑US‑GAAP translation to enhance comparability with US‑domestic peers.

• IFRS‑to‑US‑GAAP translation: The process of converting financial statements, policies and disclosures from IFRS (or another local GAAP) into US GAAP. This involves technical accounting adjustments, changes to metrics and KPIs and often updates to covenants, incentive plans and investor communications.

• MJDS (Multijurisdictional Disclosure System): A regime that allows eligible Canadian and US issuers to access each other’s capital markets using home‑country disclosure documents, subject to specific conditions. For Canadian issuers it can streamline US offerings by reducing duplicative prospectus and review requirements.

• Primary listing vs secondary listing: The primary listing is the principal market on which an issuer’s securities are listed and where it typically has the most stringent obligations and index eligibility. Secondary or additional listings are on other exchanges used to enhance liquidity, investor access or strategic signaling without shifting the main regulatory center.

• Re‑domiciliationA corporate action through which a company changes its legal home jurisdiction (for example, moving the parent from one country to another). This may be undertaken to align with regulatory regimes like FAST‑41, improve tax efficiency, or better match investor expectations and index inclusion rules.

• SEC (US Securities and Exchange Commission): The primary US federal regulator responsible for enforcing federal securities laws, overseeing public company disclosure and regulating national securities exchanges and broker‑dealers. It administers key statutes affecting IPOs, reporting and governance for US and many foreign issuers.

• Up‑listing:The progression from a junior or alternative trading venue (for example a venture exchange or OTC market) to a senior main‑board exchange once an issuer meets higher financial, governance and disclosure standards. Up‑listing is often used as a deliberate step to expand institutional ownership and support higher valuation multiples.

*Disclaimer: All figures, timelines, and ranges provided in these tables are indicative only and provided for educational purposes. They do not constitute legal, financial, or tax advice. Valuation and revenue requirements vary significantly by sector, industry, and specific exchange rules. Executive Agility assumes no legal responsibility for decisions made based on this general framework. Timelines and complexity levels are estimates and subject to change based on regulatory feedback and company readiness.