Double listed, double valued - is Cross-Listing Worth It?

Is Cross-Listing Worth It? An honest conversation for mining executives weighing up the US markets.

Featuring:

• Rick Werner, Partner at Haynes Boone
• Alla Digilova, Partner at Haynes Boone

Guest Host: Lyndsay Malchuk, Apaton Media.

Recorded live at 121 Mining Investment London, May 2026.

Transcript

SPEAKER_00 0:00

You're listening to the Assay Podcast where Mining Meets Capital, powered by one-to-one mining investment. Today we are coming live from our event in London. Please note, this podcast is for information only and isn't financial advice or recommendation to invest. As always, the views you'll hear are those of the speakers.

SPEAKER_03 0:17

Mining companies have spent decades chasing capital through Toronto, through London, Australia, even, but suddenly the conversation has shifted. More mining executives are looking towards New York and asking a very different question now. Are U.S. markets finally ready to take mining seriously? Because this isn't just about another listing anymore, it's about visibility, it's about liquidity, institutional access, geopolitical relevance, and even ultimately, whether a company can compete on a much bigger stage. Welcome to the one-to-one mining investment conference here in London. I'm Lindsay Melchick from Appaton Media, your guest host for today's Fireside Chat. And this conversation could not be more timely. We're watching critical minerals move from a mining story into a national security story. Governments are paying attention, capital is getting more selective, and companies are increasingly asking whether a US listing could fundamentally change the trajectory of their business. But here's the reality: listing in the US is not as simple as ringing a bell and watching the validation come climbing in. It's about major advantages. There are serious obligations and there are plenty of misconceptions. So today, we're going straight into the realities behind cross-listings, Nasdaq, the New York Stock Exchange, investor expectations, disclosure requirements, and what mining companies need to understand before making that leap. And there is no two better to unpack this than my guest today. I'm joined by Rick Rerner, partner and co-chair of the Capital Markets and Securities Practice Group at Haynes Boone. Rick advises issuers, investor banks, and investors on securities offerings, cross-border listings, IPOs, DSPACs, reverse mergers, and capital raises across U.S. markets. He's worked on transactions ranging from Nasdaq Up listings, New York Stock Exchange listings to major mining and critical mineral deals, including Gold, Royal Corp, Santa Cruz Silver Mining, and U.S. gold mining. And Rick's colleague Ala Digalova, partner at Haynes Boon. It is so great to have you both here. Thank you for sitting with me. Thank you for having me.

SPEAKER_01 2:17

It's a pleasure to be here.

SPEAKER_03 2:18

So this is a really big topic. I mean, there's a lot of questions and a lot of education that's still needed around cross-border. So I'm going to kick it off here with you. Why US markets? Why now? Why should companies be looking at this right now?

SPEAKER_01 2:32

Well, I think it touches on what you let in with that this is an interesting time given the geopolitical dynamics and that um there's been a big push in the United States to uh lessen reliance upon China and other producers of critical minerals, and that has created a sort of excitement for the um precious metals business. Um, in addition, in light of the kind of instability in the world and inflation, gold has been a natural hedge against it. So we've seen record prices with gold, silver. Um, so uh, and there's a lot of interest in the US for it, and that's and there's also been a big push on deregulation in the US. I think the US would like to become self-reliant as much as possible on mining. And then the Trump administration has put forward numerous executive orders in order to promote uh domestic development of the mining sector.

SPEAKER_03 3:23

Okay. I mean, those are really great points to have. Do you think the shift is being driven more by capital access or by geopolitics?

SPEAKER_01 3:31

I mean, I think the capital access in the United States has always been there. It's just been sort of um not ignored, but not as actively um mined, if you will, as it has in, say, Canada and other regions. Um, but definitely the geopolitics has pushed it too. But it as I it really ties back to the the earlier points on that they're just natural hedges against inflation and um and as I said, and the defense initiatives to become uh self-sufficient.

SPEAKER_03 3:58

Well, let's bring you into the conversation here. Are US investors genuinely becoming more receptive to mining stories, or are they still being, we'll say, highly selective?

SPEAKER_02 4:11

I think it's um I think it's the first. Okay. Um I mean, obviously the companies need to be good, but as Rick mentioned, the the push, the national policy focus on critical mini minerals, building the stockpile, um high prices of gold in underlying assets makes it a a good time for mining companies with underlying assets that have good valuations to go public now and consider US listing. So it's kind of it's a combination of both. So it Okay.

SPEAKER_03 4:41

Well, let's hold it here with you for a little bit and we're gonna talk about the upside. Okay. So when companies pursue a US listing, what are they realistically hoping to achieve with that?

SPEAKER_02 4:52

Right. So I mean it's I think there are statistics out there that um there's more volume on US markets. Um, there's a more diverse set. Typically, you see a diversification of investors. Uh, they're more institutional holders. Um, and I think this is an attractive mix for companies seeking to list in the United States as compared to some of the other exchanges out there.

SPEAKER_03 5:14

Okay. I'm going to pull this right back and really simplify it. What is it that a company needs to achieve in order to get to that next level for trading, to go IPO or to go to a US listing, to hit NASDAQ, anything like that?

SPEAKER_01 5:30

I mean, there's various flavors of it, right? So if you have an established uh company and we'll speak about these are really targeted towards Canadian issuers that are at least um $75 million market cap uh US, um, for them it's very easy to list in the United States. Okay. Um, they just need to file basically a wrap of their existing Canadian filings and then just make filings in the US that they make in Canada, essentially. So for them, it's very easy. For the smaller companies, um, they have to go sort of through the you know traditional IPO route that would be um in the US, or there's also the reverse takeover route. Um so there's various factors. Um, so but the larger companies who would probably benefit the most, um, it's very easy to just list in the US through the what we call the MJDS system.

SPEAKER_03 6:18

Okay. No, I mean that's fair enough. And and you know, it's probably a very simple question, but there's a lot of companies out there that are just like, I I don't know where to start. So is there any advice that you would be able to give to a company that wants to maybe hit over to the US market, you know, right out of the gate? Is there a a piece of advice that you'd be able to get them? Either one of you, actually.

SPEAKER_02 6:39

I think it depends on the company in question. For Canadian issuers, it's the process, as Rick mentioned, is much simpler. Okay. Um, provided that they meet the other requirements, they can take advantage of the MJDS system. Yeah. And um it's a it's a much streamlined process where it can take about two, three months to get listed in the US. Uh for other companies, um, depending like right when where they are incorporated, it could be a little bit more complicated. But I think we need to look at the company in question too.

SPEAKER_01 7:07

I think the other thing that they need to understand too, though, is it's great that we have all these institutional buyers in the United States and a large retail audience as well. So the volumes uh will be there. But there's also a lot of competition in the United States too. So there's a lot of companies vying for investor attention. So what the companies also need to appreciate is that there is an investor relations component that comes with it too. Okay. You know, so if they're going through a you know indirect path, sort of say, when I say indirect mean not through an underwriter, like the way they do just the MGDS MJDS filing, they should expect to also um have a you know uh an investor relations budget too, to go around um to meet the investors and to really take advantage of the liquidity because otherwise it is also possible to get lost in the mix if you don't really spend the time and attention to get to, you know, speak to the investors attending conferences like 121 and and various other, you know.

SPEAKER_03 8:01

That's a really key component that a lot of people miss is you're making a big move like that and a big shift, but nobody knows who you are. Right. Right. So we need to get your story out there. Yeah. What would you say? We're gonna shoot this back to you, Ella. What would you say would be the biggest mistake that a company makes pre-IPO?

SPEAKER_02 8:17

I think it's um depending on the path that's taken, sometimes underestimating um the the complic like the complexities involved. Okay. For mining companies, there is one thing to keep in mind that US, um, not for MJDS system, but for others, US does require um obtaining technical reports of all and technical report summaries of all material properties, which can be a very time-consuming process. I know there's a similar uh requirement in Canada, but for other companies, say if going through a regular IPO process, if there's a number of properties out there and their material to the business of the company, it can take a lot of time to get material reports, then prepare the summaries, get the consents of all the authors. Um that's I think one of the things that companies need to keep in mind before they initiate the process. Yeah, did you want to add anything into it?

SPEAKER_01 9:10

Um I think I'll summarized it's really on the regulatory side where the mistakes lie. It's it's it's on the um on the on that side and also the getting the audits mis incorrect as well. They need to make sure that they speak to their um accountants to make sure that they have their financial statements in order as well.

SPEAKER_03 9:26

And so do you think this is a this is a an area where an executive gets gets caught off guard?

SPEAKER_01 9:31

Uh it can it can be, but I think sort of what we're what we're trying to say here is that if you go the MJDS path, you don't have any of these problems. You know, because you can rely on Canadian financial reporting, you can rely on your 43101 reports, you don't have to do SK 1300. So it's more if you're going the either kind of reverse takeover or you're going um direct listing through a 20F because you don't meet MJS standards where you where you run into these hiccups.

SPEAKER_03 10:00

Okay.

SPEAKER_01 10:00

And then you can get caught up in a heavy SEC review as well.

SPEAKER_03 10:03

Okay, fair enough. I'm gonna hold this here with you for a second. Uh timing is really everything. Is there is there a point when a company maybe just a little too early to jump into a US listing?

SPEAKER_01 10:18

Um I mean, the only way it would be too early is if they well again, uh they don't have enough capital, basically. You know, because life is expensive as a public company. And um, and so if you can't afford to pay your auditors, your lawyers, your other advisors, you know, then it's problematic. Okay. Um, but uh I think what other people fail to appreciate is that the bar is also not as high as some think it is to list in the United States, whereas you only need um a $15 million non-affiliated, you know, public float and five million of shareholders' equity, and the rest of the standards are fairly easy to meet. So if you satisfy those two, um you can you can list. Um, but again, you still will need enough capital to, you know, you want at least a year, if not two years worth of capital to be a public company.

SPEAKER_03 11:14

Okay. So if we hold that space, is it still ring true that if we flip to the other side, what characteristics make you look at a mining company and think this one is definitely ready? We'll flip this actually to you, Alan.

unknown 11:28

Yep.

SPEAKER_02 11:28

I think there's a couple of things. I think um there's something to be said also about uh having a competent team. Okay. Uh in terms of um I I would say sometimes the CFO is even more important than the CEO. Yeah. Uh having a competent CFO because once you do list, uh there's ongoing disclosure requirements. Okay. And a lot of it um falls to the CFO and uh having uh a good board, assemble but like with with requisite expertise. Um and I again also it's very important to have the right story, right? Uh be able to go on roadshows and do the fundraising of the back of the listing. There needs to be a story there. Um and sometimes, as Rick mentioned, it's easy to get lost in the competition. So it's um I think those are kind of like the prerequisites to what would you like to add to that?

SPEAKER_01 12:16

Uh I was just more gonna re-emphasize the point I made earlier, is that as well, you need to be you have to understand the investment that comes into it post post-transact post-listing and that again, you know, legal accounting and investor relations that you have to do all of that. Otherwise, um you will not be able to take advantage of the listing. It won't do anything for you.

SPEAKER_03 12:37

Right. Okay. Let's talk on the investor base then.

SPEAKER_01 12:40

Yep.

SPEAKER_03 12:40

You know, investors, they are looking at companies that you know they can get quickly quick access to. Is US a a better market to be looking at than say a venture? Or I mean, how does that look for for the US side of things for an investor?

SPEAKER_01 12:57

Well, I think again, there's there's many institutional funds that are limited into what the kind of securities they'll invest in. Right. So um certainly anything NASDAQ or New York Stock Exchange is gonna be um fine. I mean, again, I know Canada has a large, you know, retail following, and there's a big, you know, um, but uh on the institutional side, I think there's a lot more. I mean, we have statistics, there's a lot more investors in the US, even that hold Canadian equities. There is, yeah. Um, so uh therefore having that US listing just allows that natural progression from retail to institutional, much, much, much easier.

SPEAKER_03 13:33

Yeah. Well, there's there's again, coming back to the education part, people think that when you go to the US, there's just so much more to it. It's so much more complicated, but you guys have really simplified it a lot more. Is there something that an investor is just not understanding quite yet about cross-border investment?

SPEAKER_02 13:51

I mean, I think it's um in terms of going back to the MJDS disclosure system, right? Um once you do list, it's uh very simple to raise um funds um through an F-10 registration statement process, which is basically taking the filings made in Canada and um using a F-10 as a wrapper. Um so the process actually for MGDS filers is a very much streamlined and uh simpler way uh to raise capital once once the company is listed. I think not that many people are aware of that um regime that is available, that it's out there, but it's it's something that uh many investors and companies should consider if they're if they qualify and uh to take advantage of.

SPEAKER_01 14:40

I think also just for a US for the investors, which I think was you're you were asking about, is that it's just very simple to trade US securities. It's just there's much less complication. So it's just simpler, makes it easier, you know. So that's why I think um in that uh I mean, I think most of our investor clients are much more comfortable um trading US listed securities.

SPEAKER_03 15:02

They really are.

SPEAKER_01 15:03

Yeah.

SPEAKER_03 15:04

Now, do you deal with you both specifically deal with mining or do you deal with all sectors?

SPEAKER_01 15:09

We deal with all sectors. Okay, our our our firm is quite large and we deal with all sectors. However, we all and I have a high concentration of mining clients. Right. So um so we've done numerous cross-listings for um and and i and straight IPOs. Some Canadian companies have just decided straight IPO in the US as well. So we've and we also represent investors as well into these into these companies.

SPEAKER_03 15:31

In a market like this, yeah. Uh I'm gonna throw this to you. Do you see an uptick in in in investors that are wanting to come over to US right now?

SPEAKER_01 15:39

I mean, I feel like we actually have. Um, I mean, we're definitely getting more inbounds um from Canadian companies that are looking to cross-list here.

SPEAKER_02 15:48

Yeah. Um I think the wood is getting out there that that's great, though.

SPEAKER_01 15:51

Yeah, no, I think it is. I think we've done a few that have gone. I mean, we did um a company a few months ago, Santa Cruz Silver Mining, which immediately listed with a it was like 1.2 or 1.3 billion market cap. You know, um, we also did another one uh for Next Metals. We've we we did a reverse merger for a company called StreamX, which is actually a gold-backed stable coin. Okay. Um, and so a couple of years ago we did, yeah. So we we've been we've been very busy. That's great.

SPEAKER_03 16:17

Now silver's making a really good run at it as well. Yeah. Do you see a lot more silver companies coming forward? I don't think we'd have seen more.

SPEAKER_02 16:24

I think it's a combination of different things. It's a very diverse set of uh underlying assets actually.

SPEAKER_03 16:30

Yeah, is there one that you're that you've seen where you're like, oh, I haven't really actually seen a lot of this in this from this sector? Palladium or uranium. We've seen a lot of uranium.

SPEAKER_01 16:41

We've seen a lot of uranium. We've done a lot of that. Aluminum, I guess we haven't seen a lot. Aluminum industrial. Yeah, we have not seen a lot of aluminum, but I think there's a lot of you know excess recycled stock on aluminum. It's not as interesting as some of the other ones. It's I don't know if it's deemed critical at this point. So yeah, I think that's uh that was that was 15 years ago. It was a lot of alumina.

SPEAKER_03 16:59

So I recently learned that in those big power lines, what you're seeing on the outside is actually aluminum. Everybody seems to think that it's copper, but it's aluminum.

SPEAKER_01 17:07

Okay.

SPEAKER_03 17:08

That's it was an interesting fact that I learned for sure.

SPEAKER_01 17:10

Yeah.

SPEAKER_03 17:11

Now I know that we don't have a lot of time left, but there is a mining CEO, you know, that in this room that's considering a US listing right now. We're gonna put this scenario out there.

SPEAKER_02 17:21

Okay.

SPEAKER_03 17:22

What are the first three things they should do before making that decision? While they're sitting down at your desk, what are the first three things that you would say?

SPEAKER_01 17:30

Um, you know, one check what you qualify for. Okay. Right? That's the first step, you know. Um two, make sure that you have a experienced financial group. Okay. Um, I mean in internally to ensure that you can, you know, comply, you know, with all the disclosure requirements. Yeah. Um, and three, make sure you have a thoughtful investor relations strategy.

SPEAKER_03 17:59

That's great. Do you have anything to add?

SPEAKER_02 18:02

Uh, if it's not a Canadian um company, I would also say um take a look at your material properties and decide and determine where you need to get technical reports.

SPEAKER_03 18:11

Oh, that's smart. Perfect. Well, this has been great. Thank you both for sitting with me. I feel a little bit more educated, that's for sure. And I uh will be sitting across your desk going, tell me more soon. So, or you can come back here and talk to us.

SPEAKER_01 18:24

Well, thank you, Lindsay. Really appreciate it.

SPEAKER_03 18:26

Absolutely. This industry is entering a completely different era of capital markets. Critical minerals are no longer sitting on the sidelines of the global economy. They're now directly tied to energy, defense, technology, national concern, security conversations. They're all happening at the highest levels now. As we heard today, the U.S. market absolutely presents opportunity, but it also demands maturity, preparation, credibility, and a company that can withstand a very different level of scrutiny. Because at the end of the day, a U.S. listing is not a market exercise, it's a proving guard. A huge thank you to both of you for coming and sitting with me. I absolutely love it. And thank you all for joining us here at the One to One Mining Investment Conference in London. I'm your guest host, Lindsay Melchak from Appeton Media. We'll see you soon.

SPEAKER_00 19:10

Thanks for listening to the Assay podcast, where mining meets capital, powered by one to one mining investment. Subscribe for new episodes and visit theassay.com to stay close to the conversations shaping global mining and investment.