Securities
Securities Division
4th Floor, 2365 Albert Street
Regina, Saskatchewan S4P 4K1
Tel: (306)787-5645
Fax: (306)787-5899
Email: fcaa@gov.sk.ca
Securities
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Securities – CSA Notice of Amendments to National Instrument 44-102 Shelf Distributions Relating to Well-known Seasoned Issuers
August 28, 2025 – The Financial and Consumer Affairs Authority of Saskatchewan is publishing Canadian Securities Administrators (CSA) Notice of Amendments to National Instrument 44-102 Shelf Distributions Relating to Well-known Seasoned Issuers. The Amendments introduce an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada. Specifically, the Amendments permit issuers that satisfy the qualification criteria and certain conditions to:
- file a final base shelf prospectus and be deemed to receive a receipt for that prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review,
- omit certain disclosure from the base shelf prospectus (for example, the aggregate dollar amount of securities that may be raised under the prospectus), and
- benefit from receipt effectiveness for a period of 37 months from the date of its deemed issuance, subject to the requirement for the issuer to reassess its qualification to use the WKSI regime annually.
The Amendments are intended to foster capital formation by WKSIs in the Canadian public markets. Eligible reporting issuers will have more flexibility in structuring a base shelf prospectus offering, have improved certainty regarding transaction timing and be permitted to forgo certain requirements that do not, in this context, provide meaningful disclosure to investors. The Amendments will also more closely align the timing of Canadian prospectus filings with those applicable in the United States (U.S.) and better facilitate cross-border offerings.
Provided all necessary Ministerial approvals are obtained, the Amendments will become effective in all CSA jurisdictions on November 28, 2025.
- CSA Notice of Amendments to National Instrument 44-102 Shelf Distributions Relating to Well-known Seasoned Issuers
- Annex A – Summary of comments and responses
- Annex B – Amendments to NI 44-102
- Annex C – Changes to 44-102CP
- Annex D – Changes to NP 11-202
- Annex E – Local Matters
For more information, contact:
Heather Kuchuran, Director
Corporate Finance, Securities Division
Financial and Consumer Affairs Authority of Saskatchewan
4th Floor, 2365 Albert Street
Regina, SK S4P 4K1
Phone: 306-787-1009
E-mail: heather.kuchuran@gov.sk.ca
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Securities Division
4th Floor, 2365 Albert Street
Regina, Saskatchewan S4P 4K1
Tel: (306)787-5645
Fax: (306)787-5899
Email: fcaa@gov.sk.ca