What Is Blanket Order 51-933 and How Does It Change Venture Issuer Reporting?

The Canadian Securities Administrators announced the adoption of Coordinated Blanket Order 51-933 (the Order) on March 19, 2026, which introduces a targeted exemption for certain venture issuers from three-month and nine-month interim continuous disclosure requirements. This Order intends to reduce regulatory burden and compliance costs for eligible venture issuers, while continuing to preserve investor protections.

What Are the Eligibility Requirements for Semi-Annual Reporting?

A venture issuer can now be exempt from filing Q1 and Q3 interim financial reports and related Management’s Discussion and Analysis (MD&A) as required by National Instrument 51-102 (the Quarterly Reporting Exemption), should the issuer satisfy all applicable conditions under section 5 (a-g) of the Order. These conditions include:

• Being a Canadian reporting issuer in at least one jurisdiction for at least 12 months;
• Being a venture issuer (i.e., not a CSE senior tier issuer and not having securities listed on the TSX, Cboe, a U.S. marketplace, or a marketplace outside of Canada and the United States);
• Having securities listed on the TSXV or the CSE;
• Having revenue of no more than $10 million, as reflected on the most recent audited annual financial statements;
• Being up‑to‑date in each jurisdiction where it is a reporting issuer with all required periodic and timely disclosure filings;
• Having a “clean” 12‑month history, including that it was not subject to certain penalties/sanctions (other than an administrative monetary penalty for late filings) and was not subject to a cease trade order that was not revoked within 30 days of issuance; and
• Not having ceased relying on the Quarterly Reporting Exemption during the preceding 12 months.

What Disclosure Is Required to Rely on the Exemption?

The issuer must also have issued and filed a news release that (i) states: “This news release is being filed pursuant to Coordinated Blanket Order 51 – 933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers,” and (ii) specifies the initial interim period for which the issuer does not intend to file an interim financial report and related MD&A in reliance on the exemption.

Issuers relying on this exemption continue to be required to file semi-annual (Q2) and annual financial disclosure.

The Order also provides related relief that is designed to align MD&A disclosure with semi‑annual reporting, including exemptions from certain Form 51‑102F1 requirements that are premised on quarterly reporting (e.g., quarterly trend disclosures and certain fourth‑quarter discussion requirements), and it permits issuers to title six‑month interim highlights as “Interim MD&A – Semi‑Annual Highlights.”

What Restrictions Apply When Using the Semi-Annual Reporting Exemption?

Reporting issuers are required to cease reliance on this Order if their financial year end is changed or if a base shelf prospectus has been filed. Additionally, while relying on the exemption, an issuer may not file a shelf prospectus supplement or distribute securities under an existing shelf prospectus. Issuers that have filed a short‑form prospectus may not rely on the exemption during the distribution period.

Importantly, the exemptions in this Order do not apply to interim financial reporting/MD&A disclosure requirements that arise under certain transactional disclosure forms (including Form 44‑101F1 (Short Form Prospectus), Form 51‑102F5 (Information Circular), and take‑over bid/issuer bid circular forms), meaning issuers may still need to provide interim disclosure in those contexts notwithstanding reliance on the Order for periodic filings.

How the Semi-Annual Reporting Exemption Impacts Venture Issuers

This Order is intended to strike a balance between protecting the interests of investors while simultaneously ensuring regulatory efficiency. While disclosure is still valuable to investors, the cost and burden of preparing quarterly reports may exceed the benefits for smaller reporting issuers. Issuers that are listed on the TSXV or the CSE are advised to carefully review eligibility criteria as set out in the Order before relying on this exemption. Legal and securities advice is recommended before determining whether a transition to semi-annual reporting is in the best interests of the issuer.

Because eligibility must be met at the end of each affected interim period — and reliance can be incompatible with shelf financing or short‑form distributions — issuers should consider their near‑term capital markets plans before transitioning to semi‑annual reporting.