On April 17, 2025, the Canadian Securities Administrators (CSA) issued a series of coordinated blanket orders intended to address ongoing global market uncertainty and its impact on companies and investors' decisions to participate in Canadian capital markets. The CSA has introduced these measures in order to reduce regulatory burden and increase opportunities for issuers and market participants to raise capital without risking investor protection.
Blanket Order 41-930 - Exemptions from Certain Prospectus and Disclosure Requirements
This multifaceted blanket order introduces targeted exemptions to streamline certain financial statements and prospectus requirements.
Third-year historical financial statements
All issuers filing IPO prospectuses, circulars or material change reports are now exempt from the requirement to include audited financial and operating statements for the third most recently completed financial year. Previously, this exemption only applied to IPO venture issuers and issuers that are already reporting issuers.
Standard term sheets and marketing materials during the waiting period
Subject to certain conditions, issuers may include the price, number and total dollar amount of offered securities (or the range of such price, number and amount, as well as certain other information) in marketing materials and standard term sheets distributed during the waiting period between the receipt of the preliminary prospectus and final prospectus.
Promoter certificate exemptions
This blanket order also exempts issuers from providing promoter certificates in a prospectus where:
- The promoter is an individual and signs a certificate to the prospectus in another capacity; or
- In Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova Scotia, where the issuer has been a reporting issuer for at least 24 months, the promoter is not a director, officer or control person of the issuer, and the prospectus does not qualify the distribution of asset-backed securities.
Blanket Order 45-930 - Prospectus Exemption for New Reporting Issuers
The second blanket order provides a prospectus exemption to new reporting issuers for the 12 months immediately after their underwritten IPO prospectus, giving them greater flexibility to raise additional capital following the IPO.
Within the 12 months after a receipt is issued for a final long-form IPO prospectus, an issuer may distribute up to the lesser of CA$1 million 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 the exemption in the order. The securities distributed under the new reporting issuer blanket order must be of the same class qualified under the IPO prospectus, and the price offered per security must not be less than the price per security distributed under the IPO prospectus.
New reporting issuers must file a news release and an offering document before soliciting an offer to purchase. The offering document must include, among other information:
- Details of the offering;
- Disclosure of any material fact relating to the securities being distributed that has not already been disclosed in a document filed by the issuer;
- A detailed description of the issuer's business objectives, recent developments and use of proceeds;
- A contractual right to cancel the agreement to purchase within two days of purchase; and
- A contractual right of recission or action for damages, if there is a misrepresentation in an offering document or a "core document," where the purchaser is a resident of a jurisdiction that does not provide a comparable right.
Blanket Order 45-933 - Exemption to Exclude Reinvestment Amounts from the Investment Limit under the Offering Memorandum Prospectus Exemption
The third blanket order provides an exemption from the 12-month CA$100,000 investment limit for certain eligible investors to allow for reinvestment of proceeds, subject to certain terms and conditions. Accordingly, the reinvestment of proceeds of disposition of an investment in the same issuer will not count towards such investment limit for eligible investors, provided they received advice from a registered dealer or registered adviser on investment suitability.
This exemption only applies in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, as there is no such investment limit in other CSA jurisdictions. In Ontario and Nova Scotia, an issuer distributing securities in reliance on the exemption must provide written notice, including specified information, to the applicable securities regulator within ten days of the distribution.
Conclusion
These blanket orders are effective across all CSA jurisdictions as of April 17, 2025. In certain jurisdictions, the blanket orders include an expiry date based on the term limits for blanket orders in the applicable jurisdiction, unless extended by the respective commission.
The CSA encourages feedback from market participants, investor advocates and interested stakeholders regarding these measures. It remains committed to exploring other opportunities and actions to support businesses and investors across Canadian capital markets.
Thank you to Serena Sajan, student-at-law, for her assistance with this article.
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