On May 14, 2025, the Canadian Securities Administrators (CSA) announced Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (45-935). Listed issuers who use the Listed Issuer Financing Exemption will significantly increase the capital-raising limit available under the exemption.
Summary
45-935:
- Allows issuers to raise the greater of CA$25 million (previously CA$5 million) or 20% (previously 10%) of the market value of their listed securities, up to CA$50 million (previously CA$10 million) in a 12-month period;
- Does not create a separate prospectus exemption but provides issuers the opportunity to utilize a modified version of the existing Listed Issuer Financing Exemption; and
- Will be subject to certain conditions described in 45-935,
including that the distribution will not result in:
- An increase of more than 50% of the issuer's outstanding listed equity securities (including any warrants issued in connection with the offering if convertible within 60 days of closing of the offering);
- A new control person; or
- A person acquiring ownership or control of the issuer's securities that would result in such person being entitled to elect the majority of directors of the issuer.
This announcement follows our previous insight dated September 27, 2022, "The Canadian Securities Administrators announce the new Listed Issuer Financing Prospectus Exemption," and our insight dated June 28, 2023, "The Canadian Securities Administrators clarify the meaning of LIFE."
More recently, our insight "The CSA introduces coordinated blanket orders to support the competitiveness of Canadian capital markets," dated May 9, 2025, outlined additional coordinated blanket orders issued by the CSA 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 overall in order to reduce regulatory burden and increase opportunities for issuers and market participants to raise capital without risking investor protection.
The CSA noted in its news release announcing 45-935, that this exemption has been used by over 270 issuers to raise over CA$1 billion since its introduction in November 2022. The relief represented in 45-935 is a substantial increase from the previous limit of CA$10 million and the CSA noted in its announcement that "market participants have responded positively to the exemption but noted that the capital-raising limits have been restricting use of the exemption."
The relief under 45-935 is effective May 15, 2025, and is being implemented through coordinated blanket orders in the CSA jurisdictions. In certain jurisdictions, the blanket order includes an expiry date, including in the Province of Ontario where 45-935 is currently scheduled to expire on November 15, 2026. Market participants should review 45-935 and consult with legal counsel for guidance.
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