CSA introduces new measures to support competitiveness of Canadian capital markets

On April 17, 2025, the Canadian Securities Administrators (“CSA”) implemented a series of coordinated blanket orders to support companies and investors amid global market uncertainty. These measures are designed to enhance the competitiveness of Canada's capital markets by streamlining the process for businesses to raise capital and grow, all while maintaining strong investor protections. This article discusses the new measures introduced through the coordinated blanket orders.

The blanket orders

The CSA has announced a multi-faceted prospectus and disclosure blanket order (the “MFPD Blanket Order”) to reduce regulatory burdens and provide greater flexibility for companies. Key exemptions under the MFPD Blanket Order include relief from the requirement to include third-year historical financial statements in certain disclosure documents, such as a prospectus or information circular.

Additionally, investment dealers are now permitted to distribute standard term sheets and marketing materials during the “waiting period,” including pricing information that was not previously disclosed in the preliminary prospectus, provided that such pricing details have been separately announced in a news release. The “waiting period” refers to the interval between the regulator issuing a receipt for a preliminary prospectus and a receipt for a final prospectus.

The MFPD Blanket Order also eliminates the requirement to include a promoter certificate in a prospectus under specific conditions. If the issuer has been a reporting issuer for at least 24 months, the promoter is neither a director, officer, nor control person, and the prospectus does not qualify the distribution of asset-backed securities, the promoter certificate requirement is waived.

The CSA’s second blanket order, which is focused on larger issuers, establishes a new time-limited prospectus exemption (the “NPE Blanket Order”) designed to streamline the capital-raising process while maintaining investor protections. This exemption allows issuers who have filed a long form prospectus within the preceding 12 months to raise the lesser of $100 million or 20 percent of their market capitalization on the basis of a short-form offering document. The exemption applies to distributions by issuers of their own securities, provided certain conditions are met, such as being up-to-date on periodic disclosure requirements. Additionally, securities issued under the NPE Blanket Order must be at or higher than the price sold under the prospectus.

In Alberta, New Brunswick, Nova Scotia, Ontario, Québec, and Saskatchewan, the CSA has also introduced an exemption from the investment limits under the offering memorandum exemption to exclude reinvestment amounts, up to $100,000 in a 12-month period. This exemption increases the investment limits under NI 45-106 Prospectus Exemptions and the Securities Act (Ontario) for eligible investors, permitting them to exceed the $30,000 limit up to $100,000 if advised by a portfolio manager, investment dealer, or exempt market dealer that such reinvestment continues to be suitable. In other CSA jurisdictions, there are no investment limits under the offering memorandum exemption.

Conclusion

The CSA’s new measures to enhance the competitiveness of Canada's capital markets came into effect on April 17, 2025. In certain jurisdictions, the blanket orders include an expiry date aligned with the term limits for blanket orders in that jurisdiction, unless extended by the applicable commission.

Market participants should review these exemptions and their applicable conditions to assess potential impacts. The CSA welcomes feedback from market participants, investor advocates, and stakeholders as it continues exploring additional measures to support businesses and investors.

For further information, please contact the authors or any other member of our Equity Capital Markets team.‎