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On October 23, 2025, the Canadian Securities Administrators (CSA) issued a notice and request for comment (the Notice) regarding proposed Coordinated Blanket Order 51-933 – Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the Blanket Order). The Notice sets out the framework for a pilot project that would allow eligible venture issuers to transition from quarterly to semi-annual financial reporting. Once adopted, the Blanket Order would provide conditional exemptions from the current quarterly reporting requirements under National Instrument 51-102 – Continuous Disclosure Obligations (NI 51-102).
Background
Currently, reporting issuers in Canada and public companies in the United States are subject to quarterly disclosure obligations, including the filing of financial statements and accompanying management's discussion and analysis (MD&A). However, the US Securities and Exchange Commission has recently indicated it is exploring a potential shift to semi-annual reporting, a model already adopted by the United Kingdom and numerous European Union jurisdictions.
This concept has been under consideration in Canada for over a decade. The CSA previously sought public input in 2011, 2017 and 2021 on proposals to permit semi-annual reporting for certain issuers. Feedback from those consultations has informed the development of the Blanket Order.
Parameters of Proposed Blanket Order
The Blanket Order will permit venture issuers listed on the TSX Venture Exchange (TSXV) or the Canadian Securities Exchange (CSE) to voluntarily rely on the exemptions, exemptions, provided they meet prescribed eligibility criteria, including:
- annual revenue not exceeding $10 million;
- a continuous disclosure record of at least 12 months;
- compliance with all required continuous disclosure filings and in good standing; and
- issuance and filing of a news release announcing the adoption of semi-annual reporting.
Eligible issuers would be exempt from filing interim financial statements and MD&A at the three-month and nine-month marks of their financial year. The Blanket Order would also modify the comparative disclosure requirements to align with a semi-annual reporting schedule.
The Blanket Order is designed to reduce regulatory burden while maintaining investor protection. To promote consistency and minimize uncertainty for investors, the Blanket Order includes provisions such as:
- issuers that change their financial year-end must exit the pilot project; and
- issuers that file a base shelf prospectus or are in a distribution period under a short form prospectus may not rely on the Blanket Order exemptions.1
Importantly, the Blanket Order does not alter disclosure obligations related to short form prospectuses, information circulars, take-over bid circulars or issuer bid materials.
Issuers choosing to opt out of the pilot project should issue and file a news release indicating their decision and when the change will be effective, among other details. Upon opting out, they will resume quarterly financial reporting obligations; they will not be exempt from any continuous disclosure requirements, including the obligation to provide comparative financial information for the period during which they relied on the Blanket Order exemptions. Re-entry into the pilot project is subject to a 12-month waiting period following the issuer's exit.
Request for Comments
The CSA is accepting public comments on the proposed Blanket Order until December 22, 2025. While the exemptions are currently limited to TSXV- and CSE-listed issuers, the CSA has indicated plans to explore a broader initiative concerning voluntary semi-annual reporting for other issuers. For additional information, contact any member of our Business Law Group.
Footnote
1. Issuers that opt out of the pilot project in order to file a short form prospectus remain subject to all applicable short form prospectus requirements, including the obligation to provide comparative financial information under Form 44-101F1, for the period during which they relied on the Blanket Order exemptions.
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.
