The Canadian Securities Administrators have published in final form amendments to National Instrument 44-102 – Shelf Distributions, as well as its companion policy (collectively, the Amendments), establishing a permanent “well-known seasoned issuer” (WKSI) shelf prospectus regime.
Subject to the receipt of necessary ministerial approvals, effective November 28, 2025, the Amendments will replace the existing patchwork of WKSI blanket orders in each Canadian province and territory (collectively, the WKSI Blanket Orders). The Amendments are intended to significantly reduce regulatory burden and enhance capital-raising flexibility for large, established reporting issuers. Key highlights are set out below.
Expedited filing and deemed receipt
- Eligible WKSIs may file a final base shelf prospectus (a WKSI Base Shelf) and are deemed to receive a receipt immediately upon filing. No preliminary prospectus will be required, and no prior regulatory review will be conducted by any securities regulatory authority prior to the deemed receipt.
- As no preliminary prospectus is filed, pre-marketing activities remain prohibited, and the bought-deal exemption under National Instrument 44-102 – Shelf Distributions for pre-marketing activities is not available.
Extended effectiveness and amendments
- A WKSI Base Shelf is effective for 37 months (as opposed to 25 months for a standard shelf or a WKSI base shelf prospectus that was contemplated by the WKSI Blanket Orders), offering a longer window for distributions and reducing regulatory burden by permitting less frequent renewals.
- Amendments to a WKSI Base Shelf will also be subject to deemed receipt; however, amendments will not reset or extend the 37-month effective period of the WKSI Base Shelf.
Relief from certain shelf disclosure requirements
- As was the case under the WKSI Blanket Orders, WKSIs may omit from their WKSI Base Shelf: (i) the aggregate number and dollar amount of securities qualified for distribution thereunder; (ii) a detailed plan of distribution; (iii) descriptions of securities being distributed (other than type); and (iv) selling securityholder information. Certain of this information will be required to be disclosed in a supplement to the WKSI Base Shelf, as applicable.
Eligibility requirements
- To qualify as a WKSI, an issuer must, among other things:
- have at least C$500 million in “qualifying public equity” or C$1 billion in “qualifying public debt” (as such terms are defined in the Amendments) outstanding on at least one day in the 60 days prior to filing of the WKSI Base Shelf;
- have been a reporting issuer in a Canadian jurisdiction for at least 12 months (or be a qualifying successor);
- not be in default of its continuous disclosure obligations; and
- not be subject to any cease-trade orders, prospectus refusals, or relevant enforcement proceedings in the preceding three years, nor convicted of any offences relating to bribery, fraud, and similar matters.
- Investment funds are not eligible to file a WKSI Base Shelf. In addition, issuers with material mineral projects must meet revenue thresholds specified in the Amendments.
- As was the case under the WKSI Blanket Orders, a WKSI Base Shelf is not permitted to qualify the distribution of any asset-backed securities.
Annual eligibility confirmation
- Issuers must annually confirm WKSI eligibility in their annual information forms, or via an amendment to their WKSI Base Shelfs, within 60 days before the date on which their audited annual financial statements are due to be filed, or must otherwise withdraw the WKSI Base Shelf.
- Withdrawal results in immediate ineligibility to distribute securities under the WKSI Base Shelf.
Filing process and supporting documents
- A certificate from an executive officer must accompany the filing of the WKSI Base Shelf, which certificate must confirm that all qualification criteria have been met and all requirements for deemed receipt have been satisfied.
- Issuers must ensure all material incorporated by reference into the WKSI Base Shelf has been filed, including any technical reports required under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Cross-border offerings
- For offerings under the Multijurisdictional Disclosure System (MJDS), the securities regulatory authorities have indicated they are prepared to, to the extent the deemed receipt procedure is not satisfactory, issue a “notification of clearance” to satisfy SEC requirements.
Conclusion
Issuers considering relying on the permanent WKSI regime as contemplated by the Amendments should carefully assess their eligibility against the qualifying criteria, review their continuous disclosure records and ensure they are up-to-date, and consider transaction timing to take full advantage of the extended 37-month effectiveness window.
