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On October 23, 2025, the Canadian Securities Administrators (the "CSA") published a Notice of Publication and Request for Comment regarding a proposed multi-year pilot that would permit eligible venture issuers to adopt semi-annual financial reporting (the "SAR Pilot").
The SAR Pilot would be implemented through proposed Coordinated Blanket Order 51- 933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the "Blanket Order"). Under the Blanket Order, certain venture issuers would be exempt from the requirement under National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") to file first- and third-quarter interim financial reports and accompanying MD&A, provided they meet specified eligibility criteria and conditions, including a commitment to file semi-annually instead. The purpose of the Blanket Order is to exempt a specified class of reporting issuers from certain three- and nine-month continuous disclosure requirements, recognizing that for some issuers, the cost of preparing quarterly financial statements may exceed the benefit to investors.
Key Conditions and Exemptions under the Proposed Blanket Order
Under Section 4 of the Blanket Order, a reporting issuer may be exempt from the requirement to file interim financial reports for each of the three- and nine-month interim periods of its financial year, as required by section 77 of the Securities Act (Ontario) and subsection 4.3(1) of NI 51-102, if they satisfy all of the following conditions at the end of each such interim period:
- has been a reporting issuer in at least one Canadian jurisdiction for at least 12 months;
- is a venture issuer;
- has exchange-listed securities (which notably means a security of a reporting issuer that is listed and posted for trading on TSX Venture Exchange Inc. or CNSX Markets Inc. (i.e., the Canadian Securities Exchange));
- has revenue, as shown on its most recently filed audited annual financial statements, of no more than $10 million;
- has filed all required periodic and timely disclosure documents under securities legislation, any regulator order, or undertaking;
- has not, during the preceding 12 month period, been subject to any penalty or sanction imposed by a court or regulator relating to securities legislation (other than administrative monetary penalties for late filings), nor to a cease trade order not revoked within 30 days of issuance, and has not ceased relying on Section 4 of the Blanket Order;
- has issued and filed a news release stating: "This news release is being filed pursuant to CSA Coordinated Blanker Order 51-933 – Exemptions to Permit Semi-Annual reporting for Certain Venture Issuers" and specifying the initial interim period for which the issuer does not intend to file an interim financial report and related MD&A in reliance on the Blanket Order.
Qualifying issuers that elect to participate in the SAR Pilot must maintain the prescribed eligibility conditions on an ongoing basis. If an issuer were to change its financial year-end or file a base shelf prospectus, participation would cease automatically. Further, an issuer that has filed a short form prospectus would not be eligible to rely on the exemption during a distribution period.
While relying on the proposed exemption, issuers would not be permitted to file a shelf prospectus supplement, and the proposed relief does not extend to disclosure obligations triggered by: Item 11.1 of Form 44-101F1 (Short Form Prospectus), Item 14.2 of Form 51-102F5 (Information Circular), Item 19 of Form 62-104F1 (Take-Over Bid Circular), and Item 21 of Form 62-104F2 (Issuer Bid Circular).
Stage of Proposal and Next Steps
The comment period for the proposed Blanket Order is 60 days, ending on December 22, 2025. The SAR Pilot is currently in the consultation stage, and, accordingly, no final rule or order has yet been adopted.
The CSA intends to use the findings from the SAR Pilot to inform a broader rule-making project on voluntary semi-annual reporting. Once comments are received and reviewed, the CSA will determine whether to implement the Blanket Order, giving issuers the opportunity to indicate whether they plan to opt in under the terms of the pilot.
If adopted, the anticipated launch date for the SAR Pilot is the end of March 2026.
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.
