The tool has raised $3.7 billion in a year - now the rules around it are changing
Canadian regulators want to make permanent a higher capital-raising limit - up to $50 million - that lets listed companies sell shares without a prospectus.
The Canadian Securities Administrators, on July 23, 2026, proposed amendments to National Instrument 45-106 that would rewrite the listed issuer financing exemption, the prospectus-free route reporting issuers have used to raise money from the public since November 2022. The regulators opened a 90-day comment period that ends October 21, 2026.
At the center of the proposal is a plan to codify a temporary blanket order the CSA issued in May 2025. That order raised the amount an issuer can raise to the greater of $25 million and 20 percent of the market value of its listed securities, to a maximum of $50 million over a 12-month period - up from the original $10 million ceiling. The regulators said the change had materially increased use of the exemption. In the roughly two and a half years before the order, 280 issuers raised $1.1 billion, an average of $3.9 million each. In the year that followed, 349 issuers raised $3.7 billion, an average of $10.6 million, with 40 issuers raising more than $25 million.
For advisors and dealers, the appeal is a wider field of smaller listed issuers turning to exempt offerings that retail clients can buy. The exemption leans on an issuer's continuous disclosure record rather than a fresh prospectus, and the offering document would now point investors to seek the advice of a registrant. Dealers and finders that are engaged or paid in connection with an offering would face clarified disclosure requirements.
The CSA also proposed to ease who can use the exemption. It would relax the sufficiency of funds test so that an issuer must only reasonably expect to have money to meet its short-term liquidity requirements, rather than enough to cover its business objectives and liquidity needs for 12 months. The regulators said some smaller issuers had found the existing test hard to meet. To balance that, issuers facing going-concern uncertainty, or a decline in financial condition, would have to add disclosure about their finances in the offering document.
Other changes would let so-called successor issuers use the exemption, extend the window to close an offering from 45 days to 60 days, lengthen the certificate lookback period to 18 months, and permit issuers to leave the offering price out of the document under set conditions. The proposal would also lift an issuer's continuous disclosure liability period from 12 months to 18 months.
In Ontario, the regulator has already moved to keep the relief in place. The Ontario Securities Commission published OSC Rule 45-513 on July 9, 2026, making the blanket order's terms permanent until final CSA amendments are adopted; subject to Minister of Finance approval, the rule is expected to come into force October 16, 2026. The blanket order in Ontario expires November 15, 2026. Commission staff said they had reviewed Ontario offerings under the exemption and did not identify material non-compliance or public interest concerns.
The full text of CSA Notice and Request for Comment - Proposed Amendments to National Instrument 45-106 Prospectus Exemptions Relating to the Listed Issuer Financing Exemption is available at https://www.osc.ca/sites/default/files/2026-07/csa_20260723_45-106_rfc_prospectus-exemptions.pdf.
Comments are due October 21, 2026.
