On August 28, 2025, the Canadian Securities Administrators (CSA) published final amendments to National Instrument 44-102 Shelf Distributions (NI 44-102) and certain other instruments and policies (collectively, the Amendments), to formally establish a permanent expedited shelf prospectus regime for well-known seasoned issuers (WKSIs). The Amendments come into force on November 28, 2025.
Background
In December 2021, regulators in each of the provinces and territories of Canada published local blanket orders introducing a temporary Canadian WKSI framework. The blanket orders initially came into effect on January 4, 2022, and have either been extended or in some cases implemented as local rules, such as OSC Rule 44-503 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers (collectively, the Blanket Orders).
The Blanket Orders allow WKSIs that meet certain conditions to file a final base shelf prospectus with their securities commission and obtain a receipt for that prospectus on an accelerated basis without first filing a preliminary base shelf prospectus. The WKSI regime recognizes that for large and established reporting issuers with a complete public disclosure record, strong market following and sufficient public equity or debt, the benefits of a full regulatory review in connection with a base shelf prospectus filing may not justify the costs.
Since they came into effect, the CSA has evaluated the implementation and efficacy of the Blanket Orders with a view to implementing a permanent WKSI regime in Canada, thereby accelerating market access for WKSIs and facilitating cross-border offerings by more closely aligning Canadian rules with the WKSI regime that was adopted in the United States in 2005. In September 2023, the CSA further advanced this initiative by publishing for comment proposed amendments to NI 44-102 (the September 2023 Proposed Amendments), which were discussed in our previous bulletin, CSA Proposes Permanent Exemptions for Well-Known Seasoned Issuers. As discussed in greater detail below, while the Amendments are generally consistent with the Blanket Orders and the September 2023 Proposed Amendments, the CSA made certain important changes, including in response to stakeholder feedback.
The Amendments
Under the Amendments, subject to certain exceptions, an issuer qualifies as a WKSI if it (1) has either qualifying public equity of at least C$500-million or qualifying public debt of at least C$1-billion, (2) has been a reporting issuer in Canada for the past 12 months, and (3) is eligible to file a short form prospectus under applicable securities law. If the issuer has one or more mineral project interests that together constitute a material portion of the issuer’s business, the issuer must meet additional criteria by having gross revenue derived from mining operations of (a) at least C$55-million in the most recent financial year, and (b) at least C$165-million in the aggregate over the past three financial years. Additionally, to file under the WKSI regime, issuers must also ensure they are current with all periodic and timely disclosure requirements.
The Amendments permit qualifying WKSIs to:
- Omit certain disclosure from the base shelf prospectus, including the aggregate dollar amount of securities that may be raised under that prospectus.
- File a final base shelf prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review.
- Be deemed to receive a receipt for that final base shelf prospectus effective for a period of 37 months, subject to complying with the annual confirmation requirements described below.
Key Differences Between the Blanket Orders and the Amendments
The Amendments generally follow the framework of the Blanket Orders, subject to the following key differences:
- Lengthened term. Under the Amendments, a WKSI base shelf prospectus is effective for 37 months from the date of filing (subject to compliance with certain requirements), compared to 25 months under the Blanket Orders.
- Personal Information Forms (PIFs). The Amendments eliminate the requirement to deliver PIFs upon filing a WKSI base shelf prospectus. Instead, an issuer is required to deliver PIFs only upon the request of a regulator.
- Seasoning period. The Amendments require an issuer to be a reporting issuer in Canada for the previous 12 months, which is consistent with the Blanket Orders but notably differs from the three-year seasoning period contemplated in the September 2023 Proposed Amendments. The 12-month period aligns with the U.S. WKSI regime.
- Deemed receipt. Under the Amendments, a receipt will no longer be issued for a WKSI base shelf prospectus. Instead, a receipt will be deemed to be issued in each of the jurisdictions where the prospectus is filed upon filing of the prospectus. This change better aligns the Canadian and U.S. WKSI regimes and provides greater timing certainty for issuers undertaking an offering immediately following a base shelf filing, as it will permit them to concurrently file a WKSI base shelf prospectus and accompanying prospectus supplement. To address potential complications for southbound offerings under the multijurisdictional disclosure system (given that the U.S. Securities and Exchange Commission (SEC) has historically been able to rely on the issuance of a receipt to confirm that a prospectus has been cleared in Canada), the CSA has confirmed that securities regulators will issue a notification of clearance upon issuer request to satisfy SEC requirements.
- Ineligibility criteria. Under the Amendments, issuers will be barred from filing a WKSI base shelf prospectus if they or their subsidiaries were convicted of an offence in the past three years in Canada or abroad due to issues such as fraud, theft, deceit, misrepresentation, insider trading or substantially similar offences. Additionally, issuers will be ineligible if they are currently subject to proceedings under securities legislation relating to a prospectus or a distribution of securities of the issuer, have had a prospectus receipt refused by a Canadian regulator in the past three years or have recently withdrawn a preliminary prospectus or failed to obtain a receipt for a final prospectus related to a preliminary prospectus within specified timeframes.
- Expansion of WKSI regime to other issuers. The Amendments expand the WKSI regime to permit successor issuers, credit support issuers and issuers with outstanding asset-backed securities to file a WKSI base shelf prospectus, subject to certain conditions. However, the filing of a base shelf prospectus that qualifies the distribution of an asset-backed security is not permitted under the WKSI regime.
- Calculation of public equity. Under the Amendments, an issuer qualifies as a WKSI if it has qualifying public equity of at least C$500-million, which is consistent with the Blanket Orders. However, the method of calculating qualifying public equity will change. Under the Amendments, public equity will be based on the average daily closing price of the issuer’s listed securities over the past 20 trading days, with reporting insiders excluded from this calculation. This deviates from the Blanket Orders, where the calculation was based on the security sale price in the principal market 60 days before filing the WKSI base shelf prospectus.
- Reliance on SEDI and early warning reports. The Amendments permit issuers to rely on filings made on the System for Electronic Disclosure by Insiders (SEDI), early warning reports and alternative monthly reports when calculating qualifying public equity, unless the issuer has knowledge that the information in such filings is inaccurate or has changed and has knowledge of the correct information.
- WKSI confirmation. Annually, issuers with a WKSI base shelf prospectus must confirm their WKSI eligibility. Such confirmation must be provided on or within 60 days before the filing deadline for the issuer’s annual financial statements and must take the form of either a statement in their annual information form or an amendment to their WKSI base shelf prospectus. If an issuer loses its WKSI eligibility, it must withdraw its WKSI base shelf prospectus by filing a withdrawal letter on SEDAR+. Notably, issuers would not be required to file a news release announcing the withdrawal, which was contemplated in the September 2023 Proposed Amendments.
- Exemptive relief. Under the Amendments, exemptive relief applications in respect of any requirement of the WKSI regime will be accepted and considered by securities regulators, whereas such applications were not accepted under the Blanket Orders. Moreover, the Amendments add companion policy guidance outlining factors that the CSA would consider in connection with such an application.
The revisions from the Blanket Orders and the September 2023 Proposed Amendments reflect the CSA’s responsiveness to stakeholder concerns and its commitment to balancing regulatory efficiency with investor protection.
Next Steps
The Amendments come into force on November 28, 2025. Issuers planning to file a WKSI base shelf prospectus before that date should consider whether to wait in order to obtain the benefit of the 37-month term for the prospectus under the new regime, compared to 25 months under the current system, in addition to the other benefits associated with the new WKSI regime.
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