SECURITIES REGULATION & IR

                 
(left to right: David Frost, Partner; Claire Sung, Partner; Brianna Bernhardt, Associate; McCarthy Tétrault, LLP)

In recent months, the Canadian Securities Administrators (CSA) issued a trio of coordinated blanket orders and announced the adoption of an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs), collectively designed to bolster our capital markets amid ongoing global market volatility and ensure that our regulatory environment is responsive to the evolving needs and challenges of today’s issuers without compromising investor protection.

Overview

The three blanket orders issued and effective on April 17, 2025 are:

• Coordinated Blanket Order 41-930 – Exemptions from Certain Prospectus and Disclosure Requirements (First Blanket Order);
• Coordinated Blanket Order 45-930 – Prospectus Exemption for New Reporting Issuers (Second Blanket Order); and
• Coordinated Blanket Order 45-933 – Exemption from the Investment Limit under the Offering Memorandum Prospectus Exemption to Exclude Reinvestment Amounts (Third Blanket Order).

Collectively, these orders provide new exemptions from certain prospectus and disclosure requirements.

The adoption of an expedited shelf prospectus regime for WKSIs by way of an amendment to National Instrument 44-102 – Shelf Distributions (Expedited WKSI Shelf Regime) was announced on August 28, 2025 and will become effective on November 28, 2025, provided all necessary regulatory approvals are obtained. This adoption makes permanent the temporary expedited shelf prospectus regime introduced by the CSA in December 2021 and further extends the shelf effectiveness period for WKSIs to better align with the US shelf registration system.

Relief for All Issuers

The First Blanket Order and the Third Blanket Order offer the following relief for issuers:

• Historical Financial Statements Relief: The First Blanket Order permits issuers filing certain disclosure documents like circulars (including take-over bid and issuer bid circulars) and material change reports relating to restructuring transactions to omit the audited financial statements and operating statements for their third most recently completed financial year. This omission includes the statement of comprehensive income, statement of changes in equity, statement of cash flows and operating statement for oil and gas acquisitions. Previously, only IPO venture issuers and issuers that are already reporting issuers were exempted from providing a third year of financial statements. This relief helps reduce the administrative burden and costs of issuers. 
• Marketing Materials Exemption: The First Blanket Order also permits standard term sheets and marketing materials provided to prospective investors during the waiting period between the receipt of the preliminary prospectus and the final prospectus to include specific pricing information not previously disclosed in the preliminary prospectus but disclosed in a news release issued during the waiting period. This relief helps facilitate flexibility and deal certainty when marketing the offered securities to potential investors.
• Promoter Certificate Exemption: Finally, the First Blanket Order permits issuers filing a prospectus to not include a promoter certificate where the promoter is an individual and signs a certificate required by securities legislation in a capacity other than that of a promoter. This relief formalizes the market practice of issuers excluding a promoter certificate in this circumstance by way of exemptive relief applications, thereby eliminating the need for such applications going forward and the time and cost associated with preparing such applications.

In Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova Scotia, issuers with at least 24 months of reporting history are also exempt from including a promoter certificate in a prospectus (except for prospectuses qualifying the distribution of asset-backed securities) where the promoter is not a director, officer, or control person, which is consistent with other provinces that have not required a promoter certificate in this circumstance.

• Expanded Investment Limits: The Third Blanket Order introduces a targeted exemption under the existing offering memorandum exemption in Alberta, New Brunswick, Nova Scotia, Ontario, Quebec and Saskatchewan. Eligible investors who receive advice from registered dealers on the suitability of a particular investment may now exceed the traditional $100,000 investment limit during a 12-month period, such that a reinvestment of proceeds from the sale of securities in the same issuer does not count towards this investment limit. This relief only applies to the above-named provinces given that the other provinces do not impose a similar limit and it allows investors to participate in more exempt-market opportunities.

Relief for WKSIs

WKSIs are established reporting issuers that meet certain criteria established by the CSA relating to market value, reporting issuer history and filing qualifications.

The Expedited WKSI Shelf Regime, once in effect, will offer the following relief for WKSIs:

• No Preliminary Shelf Filing: WKSIs may proceed straight to filing a final base shelf prospectus and be automatically issued a receipt for the prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review. This relief streamlines and expedites the shelf filing process, thereby providing greater certainty when it comes to transaction timing.
• Disclosure Exemption: WKSIs may omit certain disclosure from the base shelf prospectus, such as the number of securities qualified for distribution under the prospectus, proposed shelf size, plan of distribution and certain disclosure regarding any selling securityholders that may participate in any offering under the prospectus. This relief provides greater flexibility to WKSIs, especially given the ability to file a prospectus for an unspecified size, and further helps expedite transaction timing. WKSIs, however, may wish to consider whether it would be preferable to specify the shelf size from an investor relations perspective even if there is no requirement to do so under the Expedited WKSI Shelf Regime.
• Extended Effectiveness: A shelf prospectus filed under the Expedited WKSI Shelf Regime will be effective for a period of 37 months from the date of prospectus receipt, subject to the WKSI reassessing its WKSI eligibility annually. The effectiveness period was previously 25 months. This relief aligns the effectiveness periods in Canada and the United States, which will be of great benefit to dual-listed WKSIs.

Relief for New Reporting Issuers

The Second Blanket Order offers the following relief for new reporting issuers in the 12 months immediately following their IPO:

• Prospectus Exemption: During the 12-month period, without filing a new prospectus, an eligible issuer may raise up to the lesser of $100,000,000 or 20% of the aggregate market value of the issuer’s listed equity securities on the date the issuer issues the news release announcing the first offering in reliance on this exemption. To qualify, issuers must meet certain criteria, including having received a receipt for an underwritten IPO prospectus, maintenance of reporting issuer status, liquidity requirements, offering of the same class of equity securities as those offered in the IPO and pricing of offered securities equal to or above the IPO price. Prior to soliciting offers, issuers must file a news release and an offering document setting out details of the offering, disclosure of any material fact relating to the securities being distributed and a description of the issuer’s business objectives, recent developments and use of proceeds, among other things. Additional conditions include CEO and CFO certification of the offering document, restrictions on distributions to insiders or the creation of new control persons and a requirement to close offerings within 45 days of announcement. This relief cannot be used by issuers for any restructuring transaction or any other transaction that requires securityholder approval, nor can it be used by venture issuers for acquisitions that would be “significant acquisitions” under securities legislation. Despite these restrictions, this relief still provides a strategic runway for post-IPO growth, enabling issuers to act on market opportunities with greater speed and efficiency.

Takeaways

In an era of heightened market uncertainty and volatility, the CSA’s blanket orders and the Expedited WKSI Shelf Regime offer a timely and targeted response. By easing regulatory burdens and expanding capital-raising options, these measures are designed to promote greater access to our capital markets and empower both emerging and established issuers to navigate the markets with greater agility and optionality and focus on strategic execution rather than procedural hurdles.

David Frost is a Partner at McCarthy Tétrault LLP. This article was written by Claire Sung, Partner, and Brianna Bernhardt, Associate, at McCarthy Tétrault LLP.