WeirFoulds 2026 Securities Law Updates

1. Public Companies Can Now Post Financial Statements and MD&As Online Instead of Mailing Them to Shareholders

Status: Final amendments — the law has changed. The CSA have published final amendments implementing an “access equals delivery” model that lets reporting issuers (other than investment funds) make their annual and interim financial statements and accompanying MD&A available electronically instead of delivering them. Under the model, issuers satisfy the annual delivery requirements under NI 51-102 and NI 54-101 (and their companion policies and securities legislation) by filing financial statements and MD&As on SEDAR+, issuing a news release within one calendar day announcing electronic availability, the ability of the reader to receive an electronic or paper copy on request, and the availability of the SEDAR+ notification functionality that interested parties can enable to receive notification from SEDAR+ when such documents are posted. Also, the filer must post the documents on its website within two calendar days.

Additionally, no less than 25 days before using the access model, an issuer is required to issue and file a news release stating that the documents in question will be available electronically, if that issuer, during the previous financial period, was in compliance with the existing delivery requirements.

The access model cannot be implemented with regard to proxy-related materials or take-over bid or issuer bid circulars.

2. Proposed New Rules Concerning Liquidity Risk Management for Investment Funds

Status: Proposed — the law has not yet changed. The CSA have proposed amendments to National Instrument 81-102 Investment Funds (“NI 81-102“). These amendments would change liquidity risk management (“LRM“) rules on all investment funds, including both reporting and non-reporting issuer funds such as pooled funds.

Key amendments include the requirement to appoint an LRM supervisor or committee, quarterly stress testing, maintaining liquidity thresholds and contingency plans, and monitoring liquidity profiles. A companion consultation paper also seeks feedback on additional liquidity management tools (“LMTs“) (such as swing pricing and redemption gates), a four-bucket liquidity classification framework, and potential confidential quarterly regulatory disclosures.

3. Simplification of Disclosure Rules for Investment Funds, Including on Dealings with Related Parties

Status: In effect – subject to a transition period. The CSA have published final amendments to investment fund continuous disclosure rules that do three things: relieve funds from conflict of interest reporting that duplicates other requirements they already meet, remove some class- and series-level information from fund financial statements, and make editorial updates to the simplified prospectus form.

The changes took effect on April 22, 2026, although funds have until January 1, 2027 to comply with some of them. The final amendments replace overlapping statutory related party transaction reporting requirements with a new standardized framework. Investment fund managers must now prepare an annual Manager’s Report on Related Party Transactions covering transactions involving the investment fund and an “entity related to the manager” (s. 1.3, NI 81-107). A new Form 81-107A standardizes filing of related party transaction reports under ss. 6.2(2), 6.3(3) and 6.4(2) of NI 81-107. Investment funds that file under Form 81-107A are exempt from overlapping conflict of interest reporting requirements.

4. New Agreement Makes It Easier for Companies to List Their Shares in Both Canada and France

Status: In effect — the agreement is operational. As of April 16, 2026, the OSC and Québec’s Autorité des marchés financiers have an agreement with France’s Autorité des marchés financiers intended to make it easier for issuers to list on exchanges in both countries. Issuers pursuing a cross-listing will have a designated point of contact or team at the host regulator while their prospectus is under review, and the three regulators have committed to sharing information with one another, which may include enforcement matters or material changes that have not yet been disclosed. The agreement creates no new legal rules and grants no exemptions; it is a cooperation framework among the regulators, and issuers must still meet the requirements of both jurisdictions. It is a practical tool for issuers considering a France–Canada cross-listing and part of a wider effort to make Canadian capital markets more attractive to international issuers.

5. Issuer Bid, Take-Over Bid and Beneficial Ownership Reporting Rules – The Proposed Changes

Status: Proposed — the law has not yet changed. On May 14, 2026, the CSA published proposed amendments (the “Proposed Amendments”) to the issuer bid, take-over bid, and beneficial ownership reporting regimes under NI 62-104, NI 62-103, and NI 51-102, along with changes to NP 62-203 and related companion policies. This is the most significant overhaul of these regimes in more than ten years. The CSA’s stated goals are to give issuers more room to buy back their own securities, require better disclosure of derivative positions, and cut red tape by clarifying existing rules and turning commonly granted exemptive relief into rules themselves. Comments were due by August 12, 2026. The CSA have invited feedback on 27 specific questions in addition to general comments.

The centrepiece of the issuer bid reforms is a new exemption (proposed section 4.6.1 of NI 62-104) (the “Selective Repurchase Exemption”) that would, for the first time, permit issuers to make selective, bilateral repurchases of their own securities without complying with the full issuer bid requirements or seeking fact-specific exemptive relief. The CSA noted that Canada’s rules are more restrictive than those in the U.S., where issuers may repurchase shares selectively, and that the absence of a “private agreement” exemption for issuer bids has inhibited capital allocation flexibility and blockholder liquidity.

The key conditions of the Selective Repurchase Exemption are:

• 5% cap: Issuers may acquire up to 5% of the outstanding securities of a class in any 12-month period.
• Person and transaction limits: No more than 5 persons and no more than 5 transactions in the aggregate within a 12-month period (including multiple purchases from the same person).
• Discount requirement: The consideration (including brokerage fees) must be less than the closing price of the class on the market on which it is principally traded.
• Liquid market: A liquid market must exist at the date of the bid, based on prescribed criteria derived from MI 61-101, including minimum thresholds of $15 million in aggregate trading value and $75 million in market value.   Based on CSA data, approximately 75% of TSX-listed issuers and less than 10% of TSXV-listed issuers would satisfy these criteria.
• Board determination: The board must determine that the transaction would not materially reduce liquidity or significantly negatively affect market price.
• News release: Before markets open following the bid, the issuer must publicly announce the transaction terms and the total securities it has bought back under the exemption over the past 12 months.

Importantly, the Selective Repurchase Exemption and the normal course issuer bid (‘NCIB’) exemption would operate independently, so purchases under one would not count against the limit under the other, meaning an issuer could potentially repurchase up to 20% of a class in a 12-month period by combining the Selective Repurchase Exemption, the NCIB exemption, and the employee/officer/director/consultant exemption.

Under new NP 62-203 guidance, the CSA would not view repurchases from non-resident holders as a public interest concern if they meet the same conditions as the Selective Repurchase Exemption. Issuers planning offshore repurchases on other terms are expected to consult the regulators beforehand.

Enhanced Equity Equivalent Derivative Disclosure

The Proposed Amendments also introduce new disclosure obligations relating to “equity equivalent derivatives” (e.g., total return swaps and contracts for difference) and other agreements that alter economic exposure to an issuer, in the specific contexts of take-over bids and proxy solicitations involving an information circular.   This is driven in large part by the Alberta Securities Commission’s decision in Re Bison Acquisition Corp., 2021 ABASC 188, where a bidder’s use and disclosure of cash-settled total return swaps—including swaps with a counterparty affiliated with the bidder’s financial adviser—was found to be abusive.

Key elements include:

• Take-over bid circulars: A new Item 8.1 to Form 62-104F1 would require bidders to disclose interests in related financial instruments (including equity equivalent derivatives) and economic-exposure-altering agreements held during the 6 months preceding the bid.
• News releases during bids: A new section 2.7.1 of NI 62-104 would require bidders to issue and file a news release if, during the pendency of a bid, there is any acquisition, disposition, or change in a related financial instrument or economic exposure arrangement.
• Counterparty relationship disclosure: Bidders and soliciting securityholders would be required to describe any past or present relationship with a derivative counterparty (or an affiliate) that could be perceived to affect the counterparty’s decisions regarding the issuer’s securities.
• Proxy solicitations: Similar disclosure requirements would apply to soliciting securityholders through new items in Form 51-102F5, and a new deeming provision (subsection 5.1(6) of NI 62-104) would treat counterparties to equity equivalent derivatives as having control or direction over the reference securities for early warning reporting (“EWR”) purposes during a proxy solicitation campaign.

Early Warning Report Filers’ Plans or Future Intentions

Proposed guidance in section 3.3 of NP 62-203 responds to the CSA’s concern that EWR filers tend to describe their intentions in generic terms and wait until a definitive agreement is signed before updating them. The guidance clarifies that:

• Each new EWR filing is an occasion for the acquiror to confirm that its stated intentions are still accurate.
• Disclosure must be updated as soon as a change in plans or future intentions occurs, or if irrevocable steps have been taken toward a transaction—even if the EWR contains general reservations of rights.
• Even before an agreement is signed, meaningful progress toward a transaction can amount to a change in intentions that has to be disclosed.

Changes to Early Warning Reporting Triggers

The Proposed Amendments also revise several EWR triggers. The CSA characterize these as clarifications, but in practice they would change how EWR obligations have long been applied:

• New reporting issuers: Securities held at the time an issuer becomes a reporting issuer would be treated as a “deemed acquisition” for EWR purposes, requiring an EWR filing by 10%+ holders, but without the associated news release or moratorium obligations.   The CSA noted that during 2021–2023, 66.84% of new reporting issuers had at least one 10%+ securityholder, but only 26.74% of those had an EWR filed in connection with the IPO.
• Joint actors: Starting or ending a joint actor relationship would itself trigger EWR obligations. Each joint actor would be deemed to acquire (or dispose of) the other joint actors’ holdings at that point. Under the current rules, as the BCSC confirmed in Re NorthWest Copper Corp., 2023 BCSECCOM 602, a filing is required only on a further acquisition.
• AMR re-entry: A defined procedure would be introduced for eligible institutional investors to enter or re-enter the alternative monthly reporting system.

Other Guidance

New NP 62-203 guidance addresses additional practical issues:

• Take-over bid conditions: Bid conditions that require a target to act for the benefit of the bidder (where refusal would entitle the bidder to walk away), or that grant the bidder unqualified discretion to determine satisfaction, may raise public interest concerns. The second point brings Canada closer to the U.S. approach, under which a bid condition has to be capable of objective assessment rather than left to the bidder’s sole discretion.
• Mini-tender offers: Guidance indicates that certain principles underlying the take-over bid regime (equal treatment, adequate time and information) apply to mini-tender offers, and the CSA may intervene where a mini-tender is conducted at a substantial discount or without adequate notice.
• Settlement timing: References to “3 business days” for payment have been replaced with “promptly,” reflecting the move to T+1 settlement.

6. Proposal to Permanently Increase the Limits on LIFE Offerings

Status: Proposed — the law has not yet changed. On July 23, 2026, the CSA published proposed amendments to National Instrument 45-106 Prospectus Exemptions relating to the listed issuer financing exemption (the “Exemption” or “LIFE”), together with proposed changes to Companion Policy 45-106CP (collectively, the “Proposed Amendments“). The Proposed Amendments would make the relief in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Blanket Order”) permanent, including the higher fundraising limits, and would also simplify several other LIFE conditions and disclosure requirements. The comment period closes on October 21, 2026.

Codification of the Blanket Order

The Proposed Amendments would make permanent the core relief provided by the Blanket Order which include the following:

• Increased cap: Issuers could raise the greater of $25 million and 20% of aggregate market value, to a maximum of $50 million, in a 12-month period.
• Revised dilution calculation: For the 50% dilution cap, an issuer would measure its outstanding securities on the date it announces the offering by news release. If it has already done a LIFE offering in the past 12 months, the measurement date is instead the announcement date of the first of those offerings. Warrants that cannot be exercised within 60 days of closing would not count toward dilution.
• Control person and majority director conditions: The Exemption would not be available for an offering that creates a new control person or gives any person enough voting securities to control the election of a majority of the board.

Successor Issuer

Currently, only issuers that have been reporting issuers in a Canadian jurisdiction for at least the preceding 12 months can use the Exemption. The proposals would also open the Exemption to a ‘successor issuer’ (as defined in NI 44-101 Short Form Prospectus Distributions) whose business came substantially from an entity that met that 12-month reporting history at the time of the acquisition. Notably, a successor issuer would not be required to take into account distributions completed under Part 5A by the predecessor issuer when calculating the dilution limit.

Sufficiency of Funds

The current rule requires an issuer to have a reasonable basis for believing it can fund its business objectives and liquidity needs for the full year after the offering. The proposals would relax this to a reasonable expectation that it can cover its ‘short-term liquidity requirements.

New guidance in Companion Policy 45-106CP provides that an issuer with no revenue yet would need enough funding to reach its next significant milestone, while an issuer that already has revenue would need enough to keep operating for the next 12 months.

In exchange for the looser test, issuers facing financial strain would have to say more in the offering document. This applies where the latest financial statements flag a material going-concern uncertainty, or where the issuer’s financial position has deteriorated enough that such a warning may appear in its next statements. This enhanced disclosure would include an analysis of the issuer’s ability to generate sufficient funds on a going-concern basis, a description of arranged but unused financing, and disclosure of relevant risk factors.

Certificate Date Simplification

The certificate would be standardized so that issuers no longer choose a date. Instead, it would automatically cover documents filed in the 18 months before the offering document is dated.

Bulleted Offering Price

Issuers could file a LIFE offering document before pricing, without the offering price, on two conditions. First, the announcing news release must give the anticipated price range and state that the document is incomplete and will be amended. Second, the issuer must file the completed document by the earlier of the date a purchaser agrees to buy and two business days after pricing.

Extended Closing Timeline

Issuers would have 60 days, up from 45, to complete a LIFE offering. If a material change occurs during the 60 days, the issuer remains subject to the requirement to file a news release and amend the offering document.

Additional Streamlining

The Proposed Amendments also include a number of non-substantive amendments to streamline the Exemption, including:

• Permitting cross-references to other filed documents to satisfy the key recent developments disclosure requirement.
• A new Item 9.1 to Form 45-106F19 requiring disclosure of the business objectives the issuer expects to accomplish with available funds, significant milestones, expected timelines, and associated costs.
• Clarifying finder-related disclosure, including disclosure of any finder that is a related party of the issuer.

7. Certain Listed Companies May Now Report Financial Results Semi-Annually Instead of Quarterly

Status: In effect until expiry or formal adoption. On March 19, 2026, the CSA adopted Coordinated Blanket Order 51-933, which is now in force and establishes a multi-year pilot project for semi-annual financial reporting (the “SAR Pilot”) permitting eligible venture issuers to voluntarily shift from quarterly to semi-annual interim financial reporting. The blanket order exempts qualifying issuers from filing interim financial reports and related MD&A for the first and third quarters of each financial year, along with certain MD&A form requirements and delivery obligations. To be eligible, an issuer must be a venture issuer listed on the TSXV or CSE, have revenue of no more than $10 million, have at least a 12-month continuous disclosure record, be in full compliance with its filing obligations, have a clean regulatory record (no penalties, sanctions, or unrevoked cease trade orders in the prior 12 months), and must issue and file a news release on SEDAR+ announcing its adoption of SAR. Participation is voluntary, and issuers that opt out are subject to a 12-month cool-down before they can re-enter. In Ontario, the local blanket order expires on September 19, 2027, but OSC Rule 51-507 has been adopted (subject to Ministerial approval) to make the exemptions permanent thereafter.

There are a few important limitations worth noting: the SAR Pilot is incompatible with shelf prospectus activity (filing a base shelf prospectus ends participation, and participants cannot file shelf prospectus supplements), the exemptions do not apply during a period of distribution under a short form prospectus or to disclosure required in information circulars, take-over bid circulars, or issuer bid circulars, and an issuer must cease relying on the exemptions if it changes its financial year-end. All ongoing material change reporting and timely disclosure obligations under securities laws and venture exchange rules remain fully in effect.

8. Certain Companies Listed on the Canadian Securities Exchange No Longer Need to File Monthly Progress Reports (Form 7)

Status: In effect. On July 31, 2026, the CSE published Notice 2026-010 announcing that the Ontario Securities Commission and the British Columbia Securities Commission have approved amendments to CSE Listing Policies that eliminate the requirement for all CSE-listed issuers to complete and file a Monthly Progress Report (Form 7) on a monthly basis and repeal Form 7 entirely. The amendments were effective immediately, and accordingly no monthly progress report is required from July 2026 onward. The proposal was published for comment on June 4, 2026 (Notice 2026-007), and the comment period closed on July 6, 2026, with two comment letters received — both generally supportive, recognizing that Form 7 no longer provides meaningful value and creates unnecessary administrative burden for junior issuers.

The CSE has confirmed that the information historically captured in Form 7 is not, in itself, material information. The information in the form duplicates or summarizes material information already publicly disclosed through other channels, including news releases, MD&A, continuous disclosure documents, and other event-specific filings on SEDAR+. Issuers remain subject to all existing disclosure obligations through those established channels, and the CSE has indicated it retains adequate tools and resources to identify and address public interest concerns without the monthly progress report.

9. Ontario Makes Temporary Fundraising and Prospectus Relief Permanent

Status: In effect. On July 9, 2026, the Ontario Securities Commission published notice of its approval of four new OSC Rules: OSC Rule 41-503, OSC Rule 45-511, OSC Rule 45-512, and OSC Rule 45-513. These rules permanently extend in Ontario the exemptions previously provided under coordinated blanket orders issued by the CSA in April and May 2025. Subject to Ministerial approval (or inaction), the rules come into force on October 16, 2026, just before those blanket orders would otherwise expire under Ontario’s 18-month statutory sunset for class orders. No substantive changes have been made to the underlying exemptions.

The four Rules address, respectively:

1. OSC Rule 41-503: streamlining prospectus disclosure by permitting the exclusion of third-year historical financial statements from IPO prospectuses and circulars, allowing specified pricing information in marketing materials during the waiting period, and relieving certain promoter certificate requirements;
2. OSC Rule 45-511: providing a prospectus exemption for newly public issuers to raise additional capital (up to the lesser of $100 million and 20% of aggregate market value) within 12 months of an underwritten IPO, with the added change of designating the required offering document as a “core document” under subsection 138.1 of the Securities Act (Ontario);
3. OSC Rule 45-512: exempting reinvestment amounts from the $100,000 investment limit under the offering memorandum exemption in NI 45-106, subject to suitability advice from a registered dealer or adviser; and
4. OSC Rule 45-513: expanding the capital-raising limits under the Listed Issuer Financing Exemption from the greater of $5 million / 10% of aggregate market value (capped at $10 million) to the greater of $25 million / 20% of aggregate market value (capped at $50 million) in a 12-month period, subject to a 50% dilution limit and additional conditions.