Issuers can now raise up to $50m under CSA's expanded relief
Canadian listed issuers can now raise up to $50m in a 12-month period under expanded relief announced by the Canadian Securities Administrators (CSA), as per Coordinated Blanket Order 45-935.
The measure significantly increases the capital-raising limit available through the Listed Issuer Financing Exemption (LIFE) and takes effect May 15.
According to the CSA, more than 270 issuers have used the LIFE exemption to raise over $1bn since its introduction in November 2022.
In its announcement, the CSA stated that “market participants have responded positively to the exemption but noted that the capital-raising limits have been restricting use of the exemption.”
The updated threshold allows issuers to raise the greater of $25m (previously $5m) or 20 percent (previously 10 percent) of the market value of their listed securities, up to the new maximum of $50m (previously $10m).
As reported by Dentons, the exemption continues to operate under a modified version of the existing LIFE framework rather than as a separate prospectus exemption.
The blanket order outlines key conditions that issuers must meet. The distribution must not result in more than a 50 percent increase in the issuer’s outstanding listed equity securities, including any warrants convertible within 60 days.
It also must not lead to the creation of a new control person or allow any person to acquire enough securities to elect a majority of directors.
As noted by Dentons, the CSA’s broader initiative includes other blanket orders intended to address ongoing global market uncertainty and its impact on decisions to participate in Canadian capital markets.
According to the insight, these coordinated orders aim to reduce regulatory burden while maintaining investor protection.
In certain jurisdictions, the blanket order includes an expiry date. For example, in Ontario, 45-935 is currently scheduled to expire on November 15, 2026.
Issuers are encouraged to consult legal counsel and review the terms of 45-935 carefully.
This announcement follows earlier CSA insights dated September 27, 2022, which introduced the LIFE exemption, and June 28, 2023, which clarified its interpretation.
