The Canadian Securities Administrators (CSA) have published proposed amendments to the listed issuer financing exemption (LIFE) under National Instrument 45-106 - Prospectus Exemptions that could make capital raising more accessible and efficient for Canadian reporting issuers. 

 

The proposed amendments are currently open for comment until October 21, 2026.

 

The most notable change would permanently codify relief previously granted under Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. If adopted, issuers would be permitted to raise up to the greater of $25 million and 20% of their aggregate market value, subject to a $50 million cap over a 12-month period, substantially increasing the exemption's utility for larger financings.

 

The CSA is also proposing several changes aimed at reducing regulatory burden while maintaining investor protections. These include revising how the 50% dilution limit is calculated, allowing certain successor issuers to access the exemption, extending the closing period from 45 to 60 days, and permitting issuers to omit the final offering price from initial offering documents in certain marketed offerings provided supplemental disclosure is filed promptly once pricing is determined.

 

Of particular interest for early-stage and smaller issuers, the CSA proposes replacing the current requirement to demonstrate sufficient funds for 12 months following the financing with a more flexible test focused on meeting short-term liquidity requirements. Enhanced disclosure regarding going concern risks and financial condition would accompany this change.

 

 

If you have questions about the proposed amendments or would like assistance navigating the LIFE, please contact a member of BD&P’s Business Law group. Our team would be happy to help assess the impact on your business and capital raising objectives.