New Deemed 37-month Financing Tool: Canada Formalizes Expedited Shelf Prospectus Regime For Well-known Seasoned Issuers

On November 28, 2025, the Canadian Securities Administrators (CSA) will formally establish a permanent expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) – a significant step toward streamlining capital raising for large, established issuers in Canada. This permanent regime builds on the CSA December 2021 pilot program, which, through local blanket orders, temporarily exempted qualifying WKSIs from filing a preliminary base shelf prospectus, allowing them to file a final base shelf prospectus and obtain a receipt from their principal regulator on an accelerated basis.

As discussed in a previous post, the CSA proposed amendments in September 2023 to National Instrument 44-102 Shelf Distributions (NI 44-102), Companion Policy 44-102CP (CP 44-102) and National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (NP 11-202) to formalize the expedited shelf prospectus regime for WKSIs. On August 28, 2025, the CSA finalized the amendments to NI 44-102, CP 44-102, NP 11-202 and related local securities laws (the Amendments). These Amendments aim to reduce regulatory burden for WKSIs with strong market presence, complete disclosure records and sufficient public equity or debt, while aligning Canada's capital markets more closely with US practices.

Who qualifies as a WKSI?

To qualify as a WKSI, an issuer, among other requirements, must have either (1) outstanding listed equity securities that have a public float of CA$500 million; or (2) at least CA$1 billion aggregate amount of non-convertible securities, other than equity securities, distributed under a prospectus in primary offerings for cash, not exchange, in the last three years. Issuers may use publicly available information, such as filings in the System for Electronic Disclosure by Insiders, reports or news releases made under applicable requirements to calculate "qualifying public equity."

The Amendments will permit a WKSI to:

• File a final base shelf prospectus and be deemed to have received a receipt without filing a preliminary base shelf prospectus or undergoing regulatory review.
• Omit certain disclosure from the base shelf prospectus, including the aggregate dollar amount of securities that may be offered under that prospectus.
• Benefit from a 37-month receipt validity period, subject to annual self-assessment for continued WKSI eligibility.

Highlights of the Amendments

The following highlights summarize the key features of the Amendments:

• Deemed issuance of receipts. Issuers will benefit from the deemed issuance of a receipt for their base shelf prospectus upon filing, facilitating coordinated cross-border offerings and aligning more closely with the US Securities and Exchange Commission's automatic shelf registration process for WKSIs. Once effective, a WKSI base shelf prospectus will remain valid for up to 37 months, providing enhanced flexibility and ongoing market access.
• Annual Confirmation. Issuers relying on a WKSI base shelf prospectus must reconfirm their eligibility as a WKSI each year. This confirmation is due within 60 days before the filing deadline for audited annual financial statements and must appear either in issuers' annual information form or as an amendment to the base shelf prospectus. If issuers no longer meet the criteria to qualify as a WKSI, they are required to withdraw the base shelf prospectus.
• Filing Requirement. Issuers must file with their WKSI base shelf prospectus, an officer's certificate attesting that all eligibility requirements are met and that the conditions for a deemed receipt are satisfied.
• Eligibility criteria. Issuers must not: (1) be the subject of any regulatory proceedings under securities legislation related to a prospectus or securities distribution; (2) have been refused a prospectus receipt in the past three years; and (3) have recently abandoned a filed preliminary prospectus or an amendment. The WKSI model is built on the premise that seasoned issuers with strong disclosure histories can access capital markets more quickly. These criteria aim to strike a balance between speed and regulatory oversight, preventing misuse of the regime by issuers with recent or unresolved compliance issues.
• Access to the WKSI regime. The regime will include successor issuers, credit support issuers and issuers with outstanding asset-backed securities, subject to conditions. The purpose of this amendment is to broaden eligibility for the expedited shelf prospectus regime, allowing more types of issuers to benefit from streamlined access to capital markets.
• Penalties and sanctions eligibility requirements. (1) Ineligibility arises from convictions in Canada or abroad for serious offences such as fraud, bribery, deceit, insider trading, misrepresentation, theft, money-laundering or similar crimes; and (2) issuers will be disqualified if they or their subsidiaries (current or within the past three years) were the subject of any order, decision or settlement that imposed sanctions or restrictions due to violations of Canadian or US securities or derivatives laws. These amendments aim to target serious and market-impacting misconduct.
• Administrative streamlining. (1) Removes the requirement to file a news release upon withdrawing a WKSI base shelf prospectus; and (2) Personal Information Forms will only be required upon request. These amendments aim to reduce administrative burden and simplify compliance for issuers.
• Companion policy guidance. The guidance will (1) explain factors staff consider in WKSI exemptive relief applications; (2) assist foreign currency reporters; and (3) confirm principal regulators under NP 11-202 will issue clearance notifications for multijurisdictional disclosure system filings upon request, as per Companion Policy 71-101CP. The goal is to provide clearer regulatory guidance and to facilitate cross-border offerings for eligible issuers.
• System fees. Starting November 28, 2025, system fees will apply to WKSI base shelf prospectus filings under Multilateral Instrument 13-102 System Fees, with scheduled annual increases over five years.

The Amendments reflect the CSA efforts to provide efficient, timely access to capital markets for large, well-established issuers. By reducing regulatory burdens, improving predictability around transaction timing and aligning Canadian processes more closely with US standards, the Amendments aim to promote greater capital formation and support cross-border offerings.

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