Regulated Long-Term WKSI Prospectus Structure under NI 44-102 - Continuous Distribution from Shelf
The Canadian Securities Administrators (CSA) have published final amendments to National Instrument 44-102 - Shelf Distributions, establishing a permanent "well-known seasoned issuer" (WKSI) shelf prospectus regime. The new regime, effective November 28, 2025, will replace the existing patchwork of WKSI blanket orders in each Canadian province and territory.
Under the new regime, well-known seasoned issuers (WKSIs) with a strong market following, a complete continuous disclosure record, and sufficient public equity or debt will be able to file a final base shelf prospectus without a preliminary prospectus or regulatory review. This will allow large, established reporting issuers to create a "well-known seasoned issuer" shelf prospectus under the new regime.
To qualify as a WKSI, an issuer must have at least C$500 million in "qualifying public equity" or C$1 billion in "qualifying public debt" outstanding on at least one day in the 60 days prior to filing of the WKSI Base Shelf. Additionally, an issuer must have been a reporting issuer in a Canadian jurisdiction for at least 12 months (or be a qualifying successor), not be subject to any cease-trade orders, prospectus refusals, or relevant enforcement proceedings in the preceding three years, nor convicted of any offences relating to bribery, fraud, and similar matters.
Investment funds are not eligible to file a WKSI Base Shelf, and a WKSI Base Shelf is not permitted to qualify the distribution of any asset-backed securities. Eligible WKSIs may file a final base shelf prospectus (a WKSI Base Shelf) and are deemed to receive a receipt immediately upon filing.
A WKSI Base Shelf is effective for 37 months, offering a longer window for distributions and reducing regulatory burden by permitting less frequent renewals. Withdrawal of the WKSI Base Shelf results in immediate ineligibility to distribute securities under the WKSI Base Shelf.
Certain of this information will be required to be disclosed in a supplement to the WKSI Base Shelf, as applicable. WKSIs may omit certain information from their WKSI Base Shelf, including the aggregate number and dollar amount of securities qualified for distribution, a detailed plan of distribution, descriptions of securities being distributed (other than type), and selling securityholder information.
Relief from certain shelf disclosure requirements is offered to WKSIs under the Amendments, as was the case under the WKSI Blanket Orders. Amendments to a WKSI Base Shelf will also be subject to deemed receipt; however, amendments will not reset or extend the 37-month effective period of the WKSI Base Shelf.
Issuers with material mineral projects must meet revenue thresholds specified in the Amendments. For offerings under the Multijurisdictional Disclosure System (MJDS), the securities regulatory authorities have indicated they are prepared to issue a "notification of clearance" to satisfy SEC requirements.
Annual eligibility confirmation is required for WKSIs, either in their annual information forms or via an amendment to their WKSI Base Shelfs, within 60 days before the date on which their audited annual financial statements are due to be filed.
The new WKSI regime is expected to streamline the process for issuers seeking to raise capital, reduce regulatory burden, and provide investors with greater certainty and transparency.
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