CSA Launches Semi-Annual Reporting Pilot Project for Smaller Venture Issuers

Background

A small selection of public companies in Canada can now “opt out” of disclosing financial results on a quarterly basis in favour of a new semi-annual reporting (SAR) framework.

On March 19, 2026, the Canadian Securities Administrators (CSA) adopted a pilot program (SAR Pilot) that temporarily allows eligible venture issuers to disclose their financial results semi-annually. The CSA’s adoption of the SAR Pilot follows a 60-day comment period (Comment Period) as we reported in our October 2025 Blakes Bulletin: CSA Proposes Semi-Annual Reporting Pilot Project for Smaller Venture Issuers.

The SAR Pilot is intended to reduce the burden of continuous disclosure requirements for smaller venture issuers and exempts voluntary participants from the requirements under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) to file interim financial reports and related Management's Discussion and Analysis (MD&A) for each of the three and nine-month interim periods of their financial year. In addition, issuers participating in the SAR Pilot are subject to certain alternative disclosure requirements with respect to their remaining six and twelve-month financial periods to reflect their adoption of semi-annual financial reporting.

Participants in the SAR Pilot must continue to comply with other existing disclosure requirements under NI 51-102 and stock exchange rules relating to timely disclosure and material change reporting.

The CSA has adopted the SAR Pilot through Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (Blanket Order). The Blanket Order also clarifies several questions raised during the Comment Period, including:

• The 12-month reporting issuer history requirement for successor issuers
• Disclosure expectations regarding an issuer’s ongoing participation in the SAR Pilot
• Expectations for issuers relying on the exemptions in the Blanket Order that change their financial year-end
• The eligibility of issuers relying on the exemptions in the Blanket Order that provide interim financial disclosure in connection with a prospectus offering or restructuring transaction
• Disclosure related to comparative financial information when an issuer ceases to rely on the exemptions in the Blanket Order

The exemptions in the SAR Pilot will not apply to financial disclosure required in a short-form prospectus, information circular, takeover bid circular or issuer bid circular.

Eligibility 

To be part of the SAR Pilot, issuers must, among other conditions:

• Be a “venture issuer,” meaning an issuer that is not a senior-tier issuer on the Canadian Securities Exchange and does not have any of its securities listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., any marketplace in the United States, or any marketplace outside Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited
• Have “exchange listed securities,” meaning securities listed and posted for trading on TSX Venture Exchange Inc. or CNSX Markets Inc.
• Have revenue of no more than C$10-million, as shown on its most recently filed audited financial statements
• Have been a reporting issuer in Canada for at least 12 months; however, successor and resulting issuers cannot rely on the continuous disclosure record of the predecessor reporting issuer to satisfy this requirement
• Have filed all required periodic and timely continuous disclosure documents
• Have issued and filed a news release on SEDAR+ announcing their adoption of SAR

Participants in the SAR Pilot should also disclose their reliance on the exemptions in the Blanket Order in their ongoing continuous disclosure, including their MD&A.

Issuers are disqualified from their ability to participate in the SAR Pilot if, among other things, in the 12-month period preceding their adoption of SAR they were subject to, or if during their participation in the SAR Pilot they become subject to, certain penalties, sanctions or cease-trade orders imposed by a court, regulator or securities regulatory authority in Canada.

Ceasing to be a Participant

An issuer cannot participate in the SAR Pilot if, in the last 12 months, the issuer stopped relying on the exemptions in the Blanket Order. The CSA hopes this will limit investor confusion caused by issuers constantly changing the frequency of their interim financial reporting.

However, participants are not considered to have stopped relying on the exemptions in the SAR Pilot if they prepare and file interim financial disclosure required for a prospectus offering or a reverse takeover, amalgamation, merger, arrangement, reorganization or other restructuring transaction within the meaning of NI 51-102.

A participant that can not or will not continue relying on the quarterly reporting exemption of the SAR Pilot:

• Should issue and file a news release on SEDAR+:
  • informing investors that it will cease relying on the quarterly reporting exemption
  • indicating the timing for its next interim period for which interim financial reports and MD&A will be filed
• Comply with all quarterly financial reporting requirements, including comparative financial information for the corresponding period in the immediately preceding financial year as required by NI 51-102

Next Steps

The Blanket Order will cease to be effective on September 19, 2027.

Participants in the SAR Pilot should contact their principal regulators to discuss financial reporting expectations if they:

• Intend to change their financial year-end for any reason, including a Restructuring Transaction
• Plan to file a short form prospectus or a circular

For more information, please contact the authors or any other member of our Capital Markets group.