CSA Propose Permanent Increase to Listed Issuer Financing Exemption Limits

As a follow-up to our previous update, the Canadian Securities Administrators (the “CSA”) have published proposed amendments to Part 5A of National Instrument 45-106 – Prospectus Exemptions that would make permanent the temporary increase to the limits prescribed by the “listed issuer financing exemption” (the “LIFE”), introduced in 2025 under coordinated blanket orders.

If adopted, the proposed amendments would make permanent the higher financing limits currently available under the 2025 blanket orders, allowing eligible reporting issuers to use the LIFE to raise the greater of $25 million and 20% of the aggregate market value of the issuer’s listed securities, to a maximum of $50 million in a 12-month period.

In addition to making the increased limits permanent, the CSA are proposing changes intended to streamline certain conditions of the LIFE in response to market feedback, including:

• expanding eligibility for certain successor issuers;
• permitting pre-revenue issuers to meet the ‘sufficiency of funds’ condition with reference to its next significant milestone, as opposed to 12 months working capital;
• permitting a bulleted offering price for marketed offerings where the offering price is not yet fixed; and
• extending the closing period from 45 days to 60 days.

The proposed amendments reflect the significant uptake of the LIFE since the limits were increased. According to the CSA, the increased limits facilitated approximately $3.7 billion in capital raised during the first year of the 2025 blanket orders, representing an eightfold increase over capital raised under the previous limits.

The CSA are accepting comments on the proposed amendments until October 21, 2026. If implemented, the changes would further solidify the LIFE as a key capital-raising tool for Canadian reporting issuers seeking efficient access to financing without the time and expense associated with a prospectus offering.

If you have any questions regarding the proposed amendments discussed above, please contact Michael Rennie ([email protected]), Natalie Tershakowec ([email protected]) or any other member of Wildeboer Dellelce LLP. The authors gratefully acknowledge the assistance of summer student Mitchell Robinson in the preparation of this update.

This update is intended as a summary only and should not be regarded or relied upon as advice to any specific client or regarding any specific situation.

If you would like further information regarding the issues discussed in this update or if you wish to discuss any aspect of this commentary, please feel free to contact us.