CSA launches pilot project allowing semi-annual financial reporting for certain venture issuers

The Canadian Securities Administrators (CSA) have announced the adoption of Coordinated Blanket Order 51‑933 – Exemptions to Permit Semi‑Annual Reporting for Certain Venture Issuers (Blanket Order), effective March 19, 2026. The Blanket Order establishes a voluntary pilot project that allows eligible venture issuers to adopt semi‑annual financial reporting (SAR Pilot), reducing the regulatory burden and compliance costs associated with quarterly reporting obligations.

Overview of the SAR Pilot

The SAR Pilot is voluntary and exempts qualifying venture issuers from certain continuous disclosure obligations under National Instrument 51-102 – Continuous Disclosure Obligations (NI 51-102).

The exemptions remove the obligation for eligible issuers to file an interim financial report for each of the first and third quarters of its financial year under NI 51-102 (Quarterly Reporting Exemption). Issuers relying on the Quarterly Reporting Exemption are also exempt from providing:

1. management’s discussion and analysis (MD&A) relating to the relevant interim financial report;
2. a statement of comprehensive income for the three-month period ending on the last day of the interim period and comparative financial information for the corresponding period in the immediately preceding financial year, in their interim financial reports;
3. information for the eight most recently completed quarters, in their MD&A,
4. a discussion and analysis of fourth quarter events or items that affected its financial condition, financial performance or cash flows, year-end and other adjustments, seasonal aspects of the issuer’s business and dispositions of business segments, in their annual MD&A, and
5. a discussion of its analysis of current quarter results including a comparison of financial performance to the corresponding period in the previous year, in their interim MD&A.

Participating issuers must, nevertheless, continue to file complete six‑month interim financial reports and the related MD&A and certifications, within the timelines set out in NI 51‑102 and National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings.

Eligibility criteria

To qualify for the Quarterly Reporting Exemption, a venture issuer must meet the following criteria at the end of each applicable first and third quarter of its financial year:

• have been a reporting issuer in at least one jurisdiction of Canada for at least 12 months;
• be a venture issuer (as defined in NI 51-102), meaning an issuer that is not a CSE senior tier issuer (as defined in NI 51-102) and does not have any of its securities listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc, a U.S. marketplace (as defined in NI 51-102) or a marketplace outside of Canada outside of Canada and the United States, subject to certain exceptions listed in NI 51-102;
• have securities listed on the TSX Venture Exchange or the Canadian Securities Exchange;
• have annual revenue not exceeding $10 million, as shown on its most recently filed audited annual financial statements;
• in each jurisdiction in which the issuer is a reporting issuer, be up-to-date with all periodic and timely disclosure documents that are required to be filed under applicable securities laws or pursuant to an order issued by, or an undertaking to, an applicable regulator or securities regulatory authority;
• during the preceding 12 months, not have (a) been the subject of a penalty or sanction imposed by a court relating to securities legislation or by a regulator or securities regulatory authority, other than an administrative monetary penalty for late filings, (b) been the subject of a cease trade order or order similar to a cease trade order in a jurisdiction of Canada that was not revoked within 30 days of its issuance; or (c) stopped relying on the Quarterly Reporting Exemption; and
• have filed a news release that includes prescribed language and specifies the initial interim period for which the issuer does not intend to file an interim financial report and related MD&A in reliance on the Quarterly Reporting Exemption.

An issuer must cease relying on the Quarterly Reporting Exemption if the issuer changes its financial year or if the issuer files a base shelf prospectus. An issuer that is relying on the Quarterly Reporting Exemption must not file a shelf prospectus supplement or distribute securities under an existing shelf prospectus supplement. Further, an issuer that has filed a short form prospectus must not rely on the exemptions under the Blanket Order during the period of distribution.

It is important to note that the exemptions under the Blanket Order do not apply to the disclosure requirements in respect of interim financial reporting or related MD&A pursuant to certain form requirements in relation to short form prospectuses, information circulars, takeover bid circulars and issuer bid circulars.

Future developments

The CSA has indicated that the implementation of the SAR Pilot is intended to inform a future rule-making project related to semi-annual financial reporting for eligible reporting issuers more generally. This suggests that, if successful, the SAR Pilot could pave the way for expanded semi-annual reporting options across a wider range of eligible issuers.

Key takeaways

Eligible venture issuers now have the option to adopt semi‑annual financial reporting on a voluntary basis. Issuers considering participation should weigh the cost savings associated with reduced reporting against investor expectations and any potential impacts on market perception.

If you are interested in learning more about this initiative or any other securities matters, please contact the MLT Aikins corporate finance and securities group. We have experience assisting enterprises – from startups to publicly-traded international corporations – in a wide range of industry sectors, including financial services, natural resources, agribusiness, manufacturing and technology.

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