LIFE gets a boost: CSA requests comments on making higher capital raising limits permanent

On July 23, 2026, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-106 Prospectus Exemptions to permanently increase the capital raising limits available under the listed issuer financing exemption (LIFE). If adopted, the proposed amendments would formalize key components of the Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the Blanket Order), in effect since May 2025.

The proposed amendments would increase the amount that can be raised under LIFE to the greater of $25 million and 20% of an issuer’s aggregate market value, to a maximum of $50 million in a 12-month period. Issuers would also benefit from broader eligibility through revised sufficiency of funds requirements, streamlined compliance conditions, and reduced time and costs compared to a prospectus offering. Investors would gain access to a wider range of exempt market investment opportunities. The proposed amendments would make permanent the expanded LIFE framework introduced under the Blanket Order, and these changes signal the CSA’s continued focus on facilitating efficient capital raising for reporting issuers and reflect the strong market adoption of LIFE.

Background

LIFE was introduced in November 2022 to offer a more efficient capital-raising option for reporting issuers listed on a Canadian stock exchange with an established continuous disclosure record. Unlike a traditional prospectus offering, LIFE allows eligible issuers to raise funds by filing a short offering document, reducing time and cost compared to a conventional prospectus offering, and securities issued under LIFE are not subject to a resale hold period. Under the original framework, issuers could raise the greater of $5 million or 10% of their market capitalization, up to a maximum of $10 million in any 12-month period, subject to a 50% dilution limit and other conditions. The Blanket Order significantly expanded these limits in May 2025. For more on the development of LIFE, see our previous bulletins:

• The Listed Issuer Financing Exemption
• CSA announces increases to capital raising limits under LIFE

Market uptake under the Blanket Order has been substantial. Prior to the Blanket Order, 280 issuers raised $1.1 billion under the original limits between November 2022 and May 2025, with an average offering size of $3.9 million. In the twelve months following the Blanket Order (May 2025 to May 2026), 349 issuers completed LIFE offerings raising a total of $3.7 billion, reflecting an eightfold increase in the pace of capital formation. The average offering size rose to $10.6 million, exceeding the former $10 million maximum.

Key proposed changes

Some of the key proposed changes include:

• Increased offering limits. Issuers could raise the greater of $25 million and 20% of aggregate market value, up to $50 million, in any 12-month period, subject to certain conditions.
• Sufficiency of funds. Issuers would only need available funds to meet their “short-term liquidity requirements” rather than 12 months of business objectives. For issuers that have not yet generated revenue, this generally means having funds to achieve the next significant milestone; for revenue-generating issuers, this generally means having 12 months of operating funds following the distribution.
• Revised dilution calculation. The 50% dilution limit would be measured as of the date of the news release announcing the offering, or, if the issuer closed a prior LIFE offering within the preceding 12 months, as of the date of the news release announcing the first such offering in that period, rather than 12 months before the offering; thereby providing issuers with greater certainty when planning offerings. Consistent with the Blanket Order, warrants not convertible within 60 days after closing would be excluded from the dilution calculation.
• Closing period. Extended from 45 to 60 days, providing issuers with more time to complete offerings without the disclosure becoming stale.
• Marketed offerings. Issuers may omit the offering price from the initial filing, provided the news release announcing the offering includes the expected price range and an amended document is filed by the second business day after the offering price is determined.
• Successor issuers. Successor issuers that acquired substantially all of their business from a reporting issuer with a 12-month reporting history would be eligible.

Taken together, the proposed amendments would make LIFE a more attractive financing option for eligible reporting issuers. The expanded limits and added flexibility may reduce the need for prospectus offerings for many follow-on financings, while leaving short form or shelf prospectus offerings as the preferred option for larger or otherwise more complex transactions.

Comment period and next steps

Comments on the proposed amendments are due by October 21, 2026, and may be submitted through the CSA’s website. For further information on how these proposed changes may affect your capital raising plans, please contact the authors or any member of our Capital Markets team.