The Canadian Securities Administrators (“CSA”) recently announced measures to support the competitiveness of Canadian capital markets in response to the current uncertainty in global markets. The measures are being implemented through three coordinated blanket orders that provide: (i) exemptions from certain prospectus and disclosure requirements; (ii) a prospectus exemption for new reporting issuers; and (iii) an exemption from the investment limit under the offering memorandum prospectus exemption to exclude reinvestment amounts. In Ontario, the blanket orders are in effect from April 17, 2025 to October 16, 2026. The CSA also announced that they are pausing their work on the development of a new mandatory climate-related disclosure rule and amendments to the existing diversity-related disclosure requirements.
Exemptions from Certain Prospectus and Disclosure Requirements
Coordinated Blanket Order 41-930 Exemptions from Certain Prospectus and Disclosure Requirements provides that an issuer is exempt from the requirement to include financial statements for the third most recently completed financial year in a long-form prospectus. The exemption extends to certain other disclosure documents such as information circulars or bid circulars in connection with transactions that involve the issuance or exchange of securities. However, this does not appear to change the prospectus form requirement to discuss the development of the business over the past three years or the requirement to disclose three years of selected financial information for purposes of the management’s discussion & analysis.
Relief is also provided from the requirement to include a promoter certificate in a prospectus if the promoter is an individual and signs the certificate in another capacity. A promoter certificate will also not be required where: (i) the issuer has been a reporting issuer in at least one Canadian jurisdiction for at least 24 months; (ii) the prospectus does not qualify the distribution of an asset-backed security; and (iii) the promoter is not a control person, director or officer of the issuer at the time the prospectus is filed.
The blanket order also provides an exemption from the requirement that all information in standard terms sheets and marketing materials provided to potential investors during the waiting period be disclosed in, or derived from, the preliminary prospectus. Such relief is available where the standard term sheet or marketing materials contain “specified pricing information” that is disclosed in a news release that is issued and filed before the materials are provided to investors. The relief will provide issuers with flexibility to make changes to the size and pricing of an offering without having to file an amendment to the preliminary prospectus.
Prospectus Exemption for New Reporting Issuers
Coordinated Blanket Order 45-930 Prospectus Exemption for New Reporting Issuers provides an exemption from the prospectus requirement for new reporting issuers on satisfaction of certain conditions. Such conditions include, among others:
- a receipt for a final long form prospectus was issued within the 12 months preceding the date the issuer files the news release referred to below;
- the security being distributed is of the same class that was qualified for distribution pursuant to the final long form prospectus;
- the offering price is not less than the offering price under the final long form prospectus;
- before soliciting an offer to purchase, the issuer issues and files: (i) a news release that announces the offering and states that an offering document can be accessed on SEDAR+ and the issuer’s website; and (ii) an offering document containing certain prescribed information;
- the offering proceeds are not allocated to a restructuring transaction, any other transaction for which the issuer seeks securityholder approval or if the issuer is a venture issuer, a significant acquisition;
- at the time of the distribution, the issuer reasonably expects that it will have available funds to meet its business objectives and liquidity requirements for a period of 12 months after the distribution;
- on the date of the issuance of the news release, the total dollar amount of the distribution, combined with all other 45-930 offerings in the past 12 months, will not exceed C$100,000,000;
- the aggregate market value of securities in the distribution, combined with all prior 45-930 offerings in the past 12 months, will not exceed 20% of the aggregate market value of the issuer’s outstanding listed equity securities as of the date of the news release announcing the first 45-930 offering; and
- the distribution does not result in a new control person or a person or company acquiring beneficial ownership of, or exercising control or direction over, such number of securities that would result in such person or company being entitled to elect a majority of the issuer’s directors.
An issuer relying on this exemption must file a completed Form 45-106F1 Report of Exempt Distribution no later than the 10th day after the closing of the distribution.
Exemption from the Investment Limit under the OM Exemption to Exclude Reinvestment Amounts
Coordinated Blanket Order 45-933 Exemption from the Investment Limit under the Offering Memorandum Prospectus Exemption to Exclude Reinvestment Amounts was issued in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan. The blanket order provides an increase to the annual investment limit under the offering memorandum prospectus exemption for eligible investors who receive advice from a portfolio manager, investment dealer or exempt market dealer that the investment is suitable. In these circumstances, the annual investment limit must not exceed the total of: (i) C$100,000; and (ii) all proceeds of disposition during the preceding 12 months of securities of the same issuer to a maximum of C$100,000.
Climate-Related and Diversity-Related Disclosure Projects
Since the publication of the CSA’s proposed climate-related disclosure rule in October 2021, the CSA have been monitoring international developments and considering how they may impact or further inform the rule.
In April 2023, the CSA published proposed amendments to Form 58-101F1 Corporate Governance Disclosure and proposed changes to National Policy 58-201 Corporate Governance Guidelines that would require disclosure on aspects of diversity beyond the representation of women.
On April 23, 2025, the CSA announced that they are pausing their work on the development of the new mandatory climate-related disclosure rule and amendments to the existing diversity-related disclosure requirements to support Canadian markets and issuers as they adapt to the recent developments in the United States and globally. The CSA indicated that they will continue to monitor domestic and international regulatory developments with respect to climate-related and diversity-related disclosures and expect to revisit both projects in future years.
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