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On April 17, 2025, the Canadian Securities Administrators (“CSA“) released the following coordinated blanket orders (the “Orders“):

• Coordinated Blanket Order 41-930 (Prospectus and Disclosure Blanket Order) (“Order 41-930“);
• Coordinated Blanket Order 45-930 (New Reporting Issuer Blanket Order) (“Order 45-930“); and
• Coordinated Blanket Order 45-933 (Offering Memorandum Blanket Order) (“Order 45-933“).

The stated purpose of the Orders is to “support market participants that choose to go public, maintain a listing, and contribute to capital formation in Canada.”

Order 41-930 (Prospectus and Disclosure Blanket Order)

The stated purpose of Order 41-930, as stated by the CSA is: “reduce regulatory burden and provide greater flexibility for companies that are currently reporting, or that choose to pursue an initial public offering in Canada.” As part of Order 41-930, the securities commissions provide for an exemption from the requirement to include financial statements for the third most recently completed financial year (including a statement of comprehensive income, a statement of changes in equity and a statement of cash flows), as required under:

1. item 32.2 of Form 41-101F1 – Information Required in a Prospectus;
2. item 14.2 of Form 51-102F5 – Information Circular;
3. item 5.2 of Form 51-102F3 – Material Change Report;
4. item 19 of Form 62-104F1 – Take-Over Bid Circular; and
5. item 21 of Form 62-104F2 – Issuer Bid Circular.

In addition to the previously mentioned exemption, a similar exemption applies to the requirement to include the annual management’s discussion and analysis (“MD&A“) for an issuer’s third most recently completed financial year. This exemption exists because the regulations that mandate including financial statements for that year also mandate providing a corresponding MD&A (item 8.2(2) of Form 41-101F1).

Order 41-930 also states that in situations where a news release containing specified pricing information is issued before a term sheet / marketing materials with pricing information is provided to a potential investor during the “waiting period” (i.e. period between receipt of preliminary prospectus and receipt of final prospectus), an issuer does not have to disclose such specified pricing information in the preliminary prospectus or any amendment thereto.

Finally, Order 41-930 contains an exemption with respect to the requirement to include a promoter certificate in a prospectus, provided that:

1. the prospectus includes a certificate signed by that individual in a capacity other than that of a promoter; or
2. the issuer has been a reporting issuer for at least 24 months, the prospectus is not for asset-backed securities, and the promoter is not a control person, director or officer of the issuer at the time of filing. (Note: The BCSC did not adopt this particular exemption with respect to promoter certificates.)

Order 45-930 (New Reporting Issuer Blanket Order)

Order 45-930 provides a prospectus exemption allowing eligible issuers to distribute frely-tradeable securities without a full prospectus if they completed their initial public offering (“IPO“) via a long-form prospectus within the 12 months of the offering date. The purpose of Order 45-930 is to provide newly listed issuers with: “greater flexibility to raise additional capital following the IPO provided certain conditions are met.” The exemption requires that:

• The securities offered be of the same class and at a price no lower than the IPO price.
• Issuers must file an offering document and news release detailing: the offering, use of proceeds, associated risks, in addition to a statement stating that the offering document can be accessed on the issuer’s website and SEDAR+.
• The total offering amount under this exemption cannot exceed $100 million or, when combined with all other 45-930 offerings, 20% of the issuer’s listed equity market value in a 12-month period.
• An offering under this exemption may not result in a change of control of an issuer.
• An offering under this exemption cannot include any insiders of an issuer.
• Issuers may not allocate funds raised via this prospectus exemption to a restructuring transaction, any other transaction for which the issuer seeks securityholder approval or if the issuer is a venture issuer, a significant acquisition.
• Issuers must file a Form 45-106 Report of Exempt Distribution within 10 days following the offering when relying on this prospectus exemption.

Order 45-933 (Offering Memorandum Blanket Order)

In Alberta, New Brunswick, Nova Scotia, Ontario, Quebec and Saskatchewan, the offering memorandum exemption under item 2.9 of National Instrument 45-106 Prospectus Exemptions, includes certain investment limits for individual investors who do not meet the definition of “accredited investor,” including a limit of $100,000 if the investor receives advice from a registered dealer or registered adviser that the investment itself is suitable for the investor. Accordingly, Order 45-933, an exemption permitting reinvestment of an additional C$100,000 from “realizable proceeds of disposition” of securities of the same issuer, provided that the investor receives advice from a registered dealer or registered adviser.

The Orders will cease to be effective on October 16, 2026 (i.e. 18 months from the effective date), unless extended by the CSA.

_{This publication is intended for general information purposes only and should not be relied upon as legal advice.}