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;
- 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;
- 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
- is current with its continuous disclosure requirements 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.
Expertise
Authors
Insights
-
Capital Markets
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… -
Capital Markets
Alberta Securities Commission Provides Reasons for Cease Trading Tactical Shareholder Rights Plan in Re Greenfire Resources
The Alberta Securities Commission (ASC) released the reasons for its recent order cease trading a tactical shareholder rights plan adopted by Greenfire Resources Ltd. (“Greenfire”) to prevent a… -
Capital Markets
Modernizing NI 43-101: CSA Propose Sweeping Reforms to Mining Disclosure Standards
On June 12, 2025, the Canadian Securities Administrators (CSA) released for public comment a proposed repeal and replacement of National Instrument 43-101 – Standards of Disclosure for Mineral… -
Capital Markets
Applying Securities Laws to AI: Key Takeaways from CSA Guidance for Market Participants
On December 5, 2024, the Canadian Securities Administrators (CSA) published Staff Notice and Consultation 11-348 – Applicability of Canadian Securities Laws and the use of Artificial Intelligence… -
Capital Markets
SEC Requests Comment on Foreign Private Issuer Definition: Considerations for Canadian Issuers
On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) issued a concept release seeking public comment on whether the definition of “foreign private issuer” (FPI) under U.S. securities… -
REITS and Income Securities
The Legal Industry Reviews Edition 8 - REITs Chapter
Bill Gorman, Brenda Gosselin, and Stephen Pincus have co-authored The Canadian REIT Structure in the eighth edition of The Legal Industry Reviews Canada.To view the…
Featured Work
-
Mergers and Acquisitions
Dayforce to be taken private by Thoma Bravo for US$12.3 billion
Goodmans LLP is advising Dayforce, Inc. as Canadian counsel in connection with its definitive agreement to be taken private by Thoma Bravo in an all-cash transaction with an enterprise value of… -
Capital Markets
Brookfield Corporation announces US$650 million cross-border senior notes offering
Goodmans LLP is acting as Canadian counsel for the underwriters in connection with a public offering by Brookfield Corporation of US$650 million principal amount of senior notes due 2036, with an… -
Banking and Financial Services
ATW Partners provides US$100 million financing facility to Matador Technologies Inc.
Goodmans LLP acted for ATW Partners in connection with a convertible note facility pursuant to which ATW will provide funding of up US$100 million to Matador Technologies Inc… -
Capital Markets
Desjardins Capital Markets leads $115 million bought deal offering for Kraken Robotics
Goodmans LLP acted for the underwriters in connection with a bought deal short form prospectus offering of 43.24 million common shares of Kraken Robotics Inc. for gross proceeds of approximately C… -
Capital Markets
Oxford Properties Group Trust announces C$700 million dual-tranche Senior Unsecured Notes offering
Goodmans LLP acted for CIBC Capital Markets, TD Capital Markets, RBC Capital Markets and the agents in connection with their role as ratings advisors and agents for a C$700 million dual-tranche senior… -
Mining
Paulson and NOVAGOLD RESOURCES INC. acquire Barrick Gold Corp.’s 50% stake in Donlin Gold LLC for US$1 billion
Goodmans LLP advised Paulson & Co Inc. in connection with a backstop financing commitment entered into as part of its agreement to jointly acquire with NOVAGOLD RESOURCES INC. a 50% interest in…
News & Events
-
Banking and Financial Services
Goodmans Lawyers Once Again Recognized in the Lexpert Special Editions: Finance 2025 and Mergers and Acquisitions 2025
We are proud to announce the Lexpert Special Editions: Finance 2025 and Mergers and Acquisitions 2025 once again feature Goodmans lawyers among Canada's experts.Congratulations to… -
Aging and Healthcare
The Canadian Legal Lexpert Directory 2025 Once Again Recognizes Goodmans
We are proud to announce Goodmans LLP continues to be recognized in the 2025 edition of The Canadian Legal Lexpert Directory.Congratulations to the 96 Goodmans lawyers recognized as leaders across… -
Banking and Financial Services
Chambers and Partners Once Again Honours Goodmans with Global Recognition
We are proud to announce Goodmans LLP continues to receive top-tier recognition from Chambers and Partners in the Chambers Global 2025 Guide released today.Recognition from Chambers and Partners is…