CSA Embraces Well-Known Seasoned Issuer Program in NI 44-102 Amendments

On August 28, 2025, the Canadian Securities Administrators (CSA) announced amendments to National Instrument 44-102 – Shelf Distributions (“NI 44-102”). The changes harmonize and make permanent (with certain modifications) the expedited base shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada, which has been piloted since January 2022 (the “WKSI Program”). The amendments, which are expected to become effective on November 28, 2025, represent a continuation of the CSA’s ongoing initiative to reduce regulatory burden and provide increased flexibility for publicly-listed issuers in Canada.

WKSI Program

The final WKSI Program permits certain issuers to:

• file a final base shelf prospectus and be deemed to receive a receipt for that prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review;
  
• omit certain disclosure from the base shelf prospectus (for example, the aggregate dollar amount of securities that may be raised under the prospectus); and
  
• benefit from receipt effectiveness for a period of 37 months from the date of its deemed issuance, subject to a requirement that the issuer reassess its qualification to use the WKSI regime annually.

For an issuer to qualify for the WKSI Program, it must meet certain eligibility criteria. In particular:

• the issuer must be a WKSI, i.e., an issuer that:
  
  • on at least one day during the preceding 60 days prior to filing its base shelf prospectus, had at least $500 million in qualifying public equity or $1 billion in qualifying public debt;
    
  • has been a reporting issuer in a Canadian jurisdiction for the preceding 12 months (or qualifies as an eligible successor issuer); and
    
  • is qualified to file a short form prospectus;
    
• the issuer must be an “eligible issuer”, i.e., an issuer that (among other requirements):
  
  • is current with its continuous disclosure requirements and,
    
  • during the preceding three years, has not been (i) an issuer whose operations have ceased or whose principal asset is cash, cash equivalents, or its exchange listing (e.g., a SPAC or other shell issuers), or (ii) the subject of bankruptcy proceedings, a cease trade order, or certain other sanctions, orders or settlement agreements with securities authorities; and
    
• the issuer must not be an investment fund.

Key Changes to Pilot Program

The final WKSI Program implements a number of changes that were first proposed as part of the CSA’s notice and request for comment issued in September 2023 as well as updates that reflect feedback received during the ensuing comment period.

Notable changes include:

• Annual Confirmation. The WKSI Program requires an issuer that has filed a WKSI base shelf prospectus to confirm on an annual basis (by way of a statement to that effect in its annual information form or an amendment to its WKSI base shelf prospectus) that it remains eligible to file a WKSI base shelf prospectus.
  
• Automatic Receipt. The WKSI Program deems a receipt in respect of a WKSI base shelf prospectus to have been issued upon the filing of the WKSI base shelf prospectus together with any other required documentation. This “automatic receipt” mechanism should provide enhanced certainty regarding transaction timing relative to the existing framework under the pilot program.
  
• Receipt Effectiveness. The WKSI Program provides that a deemed receipt for a WKSI base shelf prospectus will be effective for 37 months from the date of its deemed issuance (subject to earlier termination in accordance with NI 44-102). Accordingly, subject to continued eligibility, the WKSI Program generally extends the period of receipt effectiveness for a WKSI base shelf prospectus by 12 months beyond the typical 25-month period previously contemplated by NI 44-102 and the pilot program.
  
• Eligibility Changes. The WKSI Program eligibility criteria has been refined, including by narrowing the scope of penalties and sanctions that disqualify an issuer from WKSI eligibility, introducing requirements regarding issuers’ previous prospectus filings, and broadening WKSI eligibility to include successor issuers. The seasoning period required for WKSI eligibility has also been reduced from three years to 12 months, making issuers eligible for the program in a shorter amount of time after becoming a reporting issuer.

The implementation of a permanent WKSI Program gives issuers greater transaction certainty through a streamlined framework, enhancing efficiencies for reporting issuers raising capital in Canada. Existing WKSI issuers should closely examine the WKSI Program eligibility criteria to ensure continued eligibility. With the introduction of automatic receipts, issuers must be clear about their eligibility to ensure they have filed a valid prospectus.

For further information on the WKSI Program, please contact any member of our Capital Markets Group.