CSA announces increases to capital raising limits under LIFE
On March 14, 2025, the Canadian Securities Administrators (the “CSA”) announced an increase to the limit on capital-raising under the listed issuer financing exemption (the “LIFE”) through Coordinated Blanket Order - 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The CSA has indicated that temporary relief has been granted in an effort to support the competitiveness of Canada’s capital markets by making capital-raising more efficient and affordable.
Effective May 15, 2025, listed issuers will be able to raise the greater of $25 million or 20 percent of the listed issuer’s aggregate market value of listed securities under the LIFE, to a maximum of $50 million over 12 months, subject to certain conditions, including that the LIFE offering will not result in an increase of more than 50 percent of the issuer’s outstanding listed equity securities during the period. Previously, listed issuers were permitted to raise the greater of $5 million or 10 percent of the aggregate market value of their listed securities, to a maximum of $10 million over 12 months.
Additionally, the temporary relief allows issuers to exclude securities issuable on exercise of warrants from the 50 percent dilution limit under the LIFE if the warrants are not exercisable within 60 days from closing the LIFE offering.
For a description of the LIFE, see our previous bulletin.
The temporary relief is being implemented through coordinated blanket orders, with expiry dates in certain jurisdictions determined based on each jurisdiction’s term limits. In Alberta, British Columbia, and Quebec the temporary relief does not have a specified expiry date. In Ontario, the expiry date is November 15, 2026.