Each year, the Alberta Securities Commission (ASC) publishes its Corporate Finance Disclosure Report, providing important insights into the ASC’s areas of focus and offering practical guidance to reporting issuers in complying with their continuous disclosure obligations. The ASC recently released its 2025 Corporate Finance Disclosure Report (Report), which highlights key issues identified in the ASC’s continuous disclosure reviews, provides guidance on the ASC’s expectations in relation to emerging disclosure issues and includes updates on major regulatory initiatives of the Canadian Securities Administrators (CSA).
The following summarizes the key takeaways from the Report.
Notable Continuous Disclosure Review Obligations
1. Forward-looking information: Deficiencies in issuers’ disclosure of forward-looking information (FLI) continues to be a focal point for the ASC. The Report reiterates that, under National Instrument 51-102 – Continuous Disclosure Obligations (NI 51-102), issuers must have a reasonable basis for disclosing any FLI. In addition, in order to disclose material FLI, issuers must, among other things, identify it as such, caution that actual results may vary, outline the material risk factors that could cause actual results to differ materially from such material FLI and state the material factors or assumptions used to develop such material FLI.
The Report notes disclosure of FLI without a reasonable basis as being a particular point of concern among Staff, highlighting, in particular, an instance where an issuer disclosed an intention to increase operating capacity by a specified percentage in future years, despite uncertainty regarding project costs and financing. The Report also emphasizes that issuers must update previously disclosed material FLI contained in any public materials (including corporate presentations) when events or circumstances arise during a reporting period that are reasonably likely to cause actual results to differ materially from such material FLI. Issuers should be mindful of such requirements when providing guidance regarding future results or intentions, particularly in regard to FLI that is inherently subject to greater risks and uncertainties, such as net-zero targets.
The Report also reminds issuers that providing hyperlinks to third-party reports on their website or social media constitutes, from the perspective of securities regulators, an endorsement of such reports, and such reports must therefore comply with the FLI requirements under NI 51-102.
2. Non-GAAP measures: The Report highlights that the ASC continues to observe deficiencies in issuers’ compliance with National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (NI 52-112), particularly regarding the equal prominence requirements and the requirement to provide appropriate quantitative reconciliations. The ASC has consistently highlighted NI 52-112 deficiencies (particularly in relation to equal prominence) since the Instrument was published in 2021, and issuers should be attentive to the fact that it remains top of mind for the ASC. For guidance regarding the requirements of NI 52-112, see our Blakes Bulletin: CSA Publishes Final Non-GAAP and Other Financial Measures Rule.
3. Revenue disclosure and adjustments: The Report reminds issuers that revenue disclosure under IFRS 15 – Revenue from Contracts with Customers (IFRS 15) must clearly explain how the issuer generates revenue, including outlining the revenue recognition criteria that must be met pursuant to IFRS 15. The ASC also continues to identify deficiencies in disclosure when an adjustment to revenue is made on account of a change in accounting policy, a change in accounting estimate or an error in accordance with International Accounting Standard 8 – Accounting Policies, Changes in Accounting Estimates and Errors. Issuers should ensure their financial reporting teams are thoroughly reviewing these requirements in light of the guidance provided in the Report.
4. Reportable segments: The ASC observed instances where issuers failed to provide disclosure for business activities that appeared to meet the definition of a reportable segment under IFRS 8 – Operating Segments. The Report encourages issuers to review the requirements of IFRS 8 to ensure that all qualifying business activities are appropriately identified and disclosed in their financial statements and Management’s Discussion and Analysis (MD&A).
Emerging Issues in Continuous Disclosure
1. Current events: The Report emphasizes that ongoing geopolitical, economic and market uncertainties continue to affect reporting issuers and must be appropriately reflected in continuous disclosure. The ASC reminds issuers that their MD&A must include a fulsome, entity-specific discussion of known trends, events and uncertainties that are reasonably likely to affect financial performance. The ASC also highlights the need for timely updates to previously disclosed FLI where circumstances materially change. The Report thus serves as an important reminder that issuers should be reassessing their disclosure on a continuous basis, especially during a period of heightened volatility.
2. Artificial intelligence: The Report highlights the growing use of artificial intelligence (AI) by reporting issuers and reminds issuers that AI-related disclosure must be fair and balanced. The ASC cautions against “AI washing,” where issuers make false, misleading or exaggerated claims about their use or development of AI systems without a reasonable basis or without adequately describing the associated risks or operational impacts. Issuers should be mindful of these remarks in preparing their disclosure, as we anticipate that disclosure regarding AI and related concepts such as data centers will remain a key area of focus for the ASC in the coming year. For more information, see our recent Blakes Bulletin.
3. Carbon credits: In the Report, the ASC emphasizes that issuers operating in the voluntary carbon market must provide clear, comprehensible and balanced disclosure that allows investors to assess the quality of their projects and the carbon credits they produce or will produce. In particular, the ASC expects detailed disclosure regarding each material project and a discussion of the associated risks and benefits.
Regulatory Update
As in prior years, the Report provides updates on key CSA policy initiatives, including the following:
1. Streamlining of annual and interim continuous disclosure obligations: The Report advises that the CSA has reactivated work on its proposal to overhaul and streamline issuers’ continuous disclosure obligations by combining financial statements, MD&A and, where applicable, Annual Information Form (AIF) into a single annual or interim disclosure statement, which was first announced in 2020. The CSA has indicated it will provide issuers with sufficient transition time once the framework is finalized.
2. Climate-related and diversity-related disclosure: As discussed in a recent Blakes Bulletin, the CSA has paused work on its proposed mandatory climate-related disclosure rule and amendments to diversity-related disclosure requirements to allow Canadian markets and issuers to adapt to recent developments in the United States and globally. The Report advises that work on such disclosure regimes remains paused for the time being.
3. Access equals delivery model: Following the implementation of an access model for prospectuses in April 2024 (see our Blakes Bulletin), the Report advises that the CSA continues to consider comments submitted during the consultation period that ended in February 2025 on extending this model to certain disclosure documents, as discussed in our recent Blakes Bulletin.
For more information, please contact the authors or any other member of our Capital Markets group.
