Canada: Changes To The Venture Issuer Rules

The Canadian securities commissions have implemented a number of changes to the continuous disclosure and governance obligations of venture issuers which came into force on June 30, 2015.1 Venture issuers in Canada are typically junior public companies with shares listed on the TSX Venture Exchange (TSX-V) or the Canadian Stock Exchange (CSE). These amendments are intended to soften the regulatory disclosure requirements imposed on these venture issuers by achieving a fairer balance between the expense of compliance for these smaller, younger public companies and the interests of the venture issuer investor community at large.

Highlighted here are five important changes:

1. Quarterly Highlights

Venture issuers will have the option to provide quarterly highlights instead of a full interim management's discussion and analysis (MD&A) for financial years beginning on or after July 1, 2015. The new quarterly highlights will involve a brief summary of relevant information regarding the venture issuer's operations, liquidity and capital resources, and an analysis of the issuer's financial condition, including known trends, risks or demands, major operating milestones, commitments, expected or unexpected events, or uncertainties that have materially affected the company's operations.2 The quarterly highlights are believed by regulators to meet the needs of investors in smaller venture issuers who do not have significant revenue. For venture issuers with significant revenue, however, the full interim MD&A is still recommended as it allows investors to make more knowledgeable and informed investment decisions. The new amendments do not define a threshold for the significance of a venture issuer's revenue; issuers are advised to consider their investors' needs and consult with counsel when considering whether to provide investors with the quarterly highlights or full MD&A.

2. Executive Compensation Disclosure

The amendments to NI 51-102 introduce a new Form 51-102F6V for venture issuers, "Statement of Executive Compensation." The number of executive officers required to be included in the compensation disclosure has been reduced from five to three (the Chief Executive Officer, the Chief Financial Officer and the other most highlycompensated individual whose compensation exceeds $150,000), and the number of years for which the information on executive compensation must be disclosed has been cut from three to two years. Venture issuers are also no longer required to calculate and disclose the grant date fair value of stock options and other share-based awards in the summary of compensation table. These changes to content are in force. The deadline for venture issuers to file executive compensation disclosure has been extended from 140 to 180 days after their financial year-end. Regulators believe 180 days after the financial year-end for venture issuers is a reasonable deadline as the information to be included in the executive compensation disclosure will be available to venture issuers at the time of filing their annual financial statements. Non-venture issuers will be required to file executive compensation disclosure within 140 days of their financial year-end. The new filing deadlines apply for financial years beginning on or after July 1, 2015.

3. Business Acquisition Reports

A business acquisition report (BAR) must be filed when a venture issuer has entered into a significant acquisition. The threshold at which a BAR is required has been increased by the amendments. Venture issuers will now only be required to file a BAR if they acquire a business or group of related businesses in which their consolidated share, investment or advances are more than 100 per cent of the value of the consolidated assets of the venture issuer prior to the acquisition, rather than 40 per cent. This change is intended to lighten the administrative burden and costs to venture issuers related to completing acquisitions, as BARs typically include substantial disclosure and audited financial statements for the business acquired. BARs filed by venture issuers will also no longer need to include pro forma financial statements.

4. Audit Committee Composition Requirements

The amendments to NI 52-110 changed audit committee composition requirements, which actually impose stricter regulations on venture issuers. Audit committees will now be required to have at least three members, a majority of whom are not executive officers, employees or control persons. The TSX-V already imposes such a requirement for audit committee composition, however, so the new rule will not be burdensome for that group of venture issuers. There are limited exemptions from the audit committee composition requirements for events beyond the control of an issuer and for death, disability or resignation of an audit committee member. This change is required to be implemented by January 1, 2016 to allow CSE-listed issuers time to locate the necessary individuals for compliance.

5. Reduced Obligations for IPO Prospectus Disclosure

For a venture issuer's initial public offering (IPO) prospectus disclosure, they will now only be required to include audited financial statements for the two most recently completed financial years instead of three years. Non-venture issuers are still required to include three years of audited financial statements. Correspondingly, the description of the business and operating history mandated in IPO prospectuses is only required to be included for the last two completed financial years.

Written with assistance from Dillon Collett, a summer student at Aird & Berlis LLP.


1 See

2 51-102CP contains more detailed guidance on the requirements for quarterly highlight disclosure. There is also an amended Form 51-102F1 that sets out the requirements.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Collins Barrow National Incorporated
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Collins Barrow National Incorporated
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions