CSA Adopts Semi-Annual Reporting Pilot For Venture Issuers

On March 19, 2026, the Canadian Securities Administrators (CSA) announced the adoption of a pilot project permitting eligible venture issuers to voluntarily adopt a semi-annual financial reporting framework (the SAR Pilot). The SAR Pilot is implemented through Coordinated Blanket Order 51-933 Exemption to Permit Semi-Annual Reporting for Certain Venture Issuers (the Blanket Order).

Overview of the SAR Pilot

The SAR Pilot provides an exemption for eligible venture issuers listed on the TSX Venture Exchange (TSXV) or the Canadian Securities Exchange (CSE) from the requirement to file interim financial reports for the three and nine-month interim periods of a financial year under applicable securities laws and National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).

Issuers participating in the SAR Pilot remain required to file:

• annual financial statements and related management's discussion and analysis (MD&A); and
• interim financial reports and MD&A for the six-month interim period.

Participation in the SAR Pilot is voluntary and subject to the terms and conditions set out in the Blanket Order.

Eligibility Criteria

To participate in the SAR Pilot, an issuer must satisfy a number of conditions, including among other things:

• being a reporting issuer in at least one Canadian jurisdiction for at least 12 months;
• being a venture issuer (as defined in NI 51-102);
• having securities listed on the TSXV or the CSE;
• having revenue of no more than C$10 million;
• having filed all required periodic and timely disclosure documents; and
• issuing and filing a news release on SEDAR+ announcing its intention to adopt the SAR Pilot.

Eligible issuers must also be in good standing, including not having been subject to certain penalties, sanctions or cease trade orders in the preceding 12 months.

Conditions and Restrictions

Issuers relying on the Blanket Order must continue to comply with existing continuous disclosure obligations, including timely disclosure and material change reporting.

Participation in the SAR Pilot is subject to a number of important conditions and limitations, including:

• News release requirement: An issuer must issue and file a news release announcing its intention to rely on the Blanket Order, including specifying the initial interim period for which it will not file interim financial reports and related MD&A.
• Ongoing eligibility: Issuers must continue to meet the eligibility criteria at the end of each applicable three and nine-month interim period for which the exemption is relied upon, including maintaining compliance with filing requirements and remaining in good standing.
• No frequent changes in reporting approach: Issuers are restricted from opting in and out of the SAR Pilot, reflecting a focus on consistency in disclosure practices.
• Shelf prospectus restrictions: An issuer must cease relying on the exemptions if it files a base shelf prospectus and is restricted from filing shelf prospectus supplements or distributing securities under an existing shelf prospectus while relying on the Blanket Order.
• Prospectus and circular disclosure: The exemptions do not apply to disclosure required in connection with prospectuses or circulars, including short form prospectuses, information circulars, take-over bid circulars and issuer bid circulars. In these circumstances, issuers must provide interim financial disclosure in accordance with NI 51-102.
• Distribution period limitation: Issuers that have filed a short form prospectus must not rely on the exemptions during the period of distribution and must comply with full interim reporting requirements if disclosure becomes due.
• Changes to financial year-end: An issuer must cease relying on the exemptions if it changes its financial year-end.

Looking Forward

The SAR Pilot reflects a continued focus by Canadian securities regulators on balancing regulatory burden with investor protection.

If you have any questions about the SAR Pilot or its potential application to your company, or wish to discuss the CSA's broader initiative relating to semi-annual reporting, we invite you to contact a member of the Bennett Jones Capital Markets group.