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On March 19, 2026, the Canadian Securities Administrators (the “CSA“) announced the adoption of a pilot project (the “SAR Pilot“) to allow eligible venture issuers to voluntarily adopt semi-annual financial reporting instead of quarterly reporting.
The SAR Pilot has been introduced through Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the “Blanket Order“). The Blanket Order grants an exemption to certain issuers listed on the TSX Venture Exchange Inc. (the “TSXV“) or the CNSX Markets Inc. (the “CSE“) from the requirement under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102“) to file interim financial reports for the three- and nine-month interim periods of a financial year.
The objective of the SAR Pilot is to reduce the administrative burden and costs associated with the preparation of first- and third-quarter financial disclosures. The CSA noted that for certain reporting issuers, there are instances where the regulatory and internal costs of preparing such frequent reporting exceed the resulting benefits to investors and the market.
Eligibility Requirements
For an issuer to report on a semi-annual basis, the issuer must be a venture issuer (as defined in NI 51-102) that has, among other things:
- been a reporting issuer in at least one jurisdiction of Canada for at least 12 months;
- securities listed on the TSXV or the CSE;
- revenue of no more than C$10 million on the issuer’s most recently filed audited annual financial statements;
- filed all periodic and timely continuous disclosure documents;
- issued and filed a news release on SEDAR+ announcing its election to use semi-annual reporting, which must include a specific mandated statement referencing the Blanket Order and specify the initial interim period for which the issuer will not file a report; and
- not been, in the 12 months prior to the issuer relying on the exemptions, the subject of any penalties, sanctions, or cease trade orders.
Scope of the Exemptions
Eligible issuers that participate in the SAR Pilot are exempt from, among other things:
- filing an interim financial report for each of the three- and nine-month interim periods of its financial year; and
- filing a Management’s Discussion & Analysis for each of the three- and nine-month interim periods of its financial year.
Restrictions and Conditions
A reporting issuer must cease relying on the Blanket Order if any of the following occur:
- the issuer changes its financial year-end; or
- the issuer files a base shelf prospectus.
A reporting issuer that is relying on the Blanket Order must not file a shelf prospectus supplement or distribute securities under an existing shelf prospectus supplement. Similarly, the exemptions in the Blanket Order do not apply to financial disclosure required in a short form prospectus, an information circular, a take-over bid circular, or an issuer bid circular. If an issuer has filed a short form prospectus, it must not rely on the exemptions in the Blanket Order during the period of distribution.
Purpose and Next Steps
Overall, the SAR Pilot represents a measured step by the CSA toward modernizing continuous disclosure requirements for venture issuers. By introducing a voluntary semi-annual reporting framework with defined eligibility criteria, exemptions, and conditions, the CSA aims to alleviate unnecessary compliance burdens. The CSA noted that the restrictions and conditions embedded in the Blanket Order, along with existing continuous disclosure obligations, are intended to mitigate risks to market transparency and investor confidence while the CSA evaluates the pilot’s effectiveness.
While the Blanket Order is in effect, the CSA intends to use the learnings and data-driven insights from the SAR Pilot to inform a broader, future rule-making project related to voluntary semi-annual reporting.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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