The Canadian Securities Administrators has published substantively harmonized relief from certain conditions of the listed issuer financing exemption in National Instrument 45-106 Prospectus Exemptions, expanding how much capital listed reporting issuers can raise without a prospectus. Under the updated parameters, issuers can raise the greater of CAD 25 million and 20 percent of the aggregate market value of their listed securities, capped at CAD 50 million in a 12-month period, subject to conditions including that the distribution does not increase outstanding listed equity securities by more than 50 percent over the period. The previous limit under the exemption was CAD 10 million. The CSA also noted that since the exemption’s introduction in November 2022 it has been used by more than 270 issuers to raise over CAD 1 billion, with feedback indicating the earlier cap constrained use. The relief is being implemented through coordinated blanket orders effective May 15, 2025, with an expiry date included in certain jurisdictions based on local term limits for blanket orders. Further details are set out in Coordinated Blanket Order 45-935.
Canadian Securities Administrators 2025-05-14
Canadian Securities Administrators increases listed issuer financing exemption fundraising limit to up to CAD 50 million
The Canadian Securities Administrators (CSA) have issued harmonized relief from certain conditions of the listed issuer financing exemption in National Instrument 45-106, allowing listed reporting issuers to raise up to CAD 50 million without a prospectus. The new parameters permit raising the greater of CAD 25 million or 20% of the aggregate market value of listed securities, with a cap of CAD 50 million in a 12-month period. Effective May 15, 2025, this relief addresses previous constraints and has been utilized by over 270 issuers to raise more than CAD 1 billion since November 2022.