CSA Significantly Increases the Capital-Raising Limit Under the Listed Issuer Financing Exemption

Written By Andrew Bozzato, Kwang Lim and Jean Tessier

On May 14, 2025, the Canadian Securities Administrators (CSA) announced Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, a change that will significantly increase the capital-raising limit for listed issuers wishing to utilize the Listed Issuer Financing Exemption to access Canadian capital markets.

In summary, the blanket order relief:

• allows issuers to raise the greater of C$25 million or 20 percent of the market value of their listed securities, up to C$50 million in a 12-month period;
• does not create a separate prospectus exemption but provides issuers the opportunity to utilize a modified version of the existing Listed Issuer Financing Exemption; and
• will be subject to certain conditions described in the blanket order, including that the distribution will not result in a new control person or an increase of more than 50 percent of the issuer’s outstanding listed equity securities during the period.

This announcement follows on the theme we discussed in our recent blog post, Canadian Securities Regulators Take Further Incremental Steps to Promote Access to Capital Markets, where we noted that the Canadian Securities Administrators are continuing to focus on reducing regulatory burden for reporting issuers and increasing access to Canadian capital markets.

The Listed Issuer Financing Exemption was originally discussed in our blog post, New Prospectus Exemption for Listed Issuers to Come Into Effect November 21, 2022, when it was first introduced. The CSA noted in its news release announcing this new blanket order, that this exemption has been used by over 270 issuers to raise over C$1 billion since its introduction in November 2022. This relief represents a substantial increase from the previous limit of C$10 million and the CSA notes in its announcement that "market participants have responded positively to the exemption but noted that the capital-raising limits have been restricting use of the exemption".

The relief is effective May 15, 2025, and is being implemented through coordinated blanket orders in the CSA jurisdictions. In certain jurisdictions, the blanket order includes an expiry date. Market participants should review Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and consult with legal counsel as appropriate. Additionally, issuers should consult the newly revised CSA Staff Notice 45-330 (Revised) Frequently Asked Questions about the Listed Issuer Financing Exemption.

Bennett Jones has extensive experience in corporate finance and securities law, including the utilization of the Listed Issuer Financing Exemption. If you have questions about the blanket order relief or your potential eligibility for this or other prospectus exemptions, please contact the authors.

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