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Overview and Key Practical Takeaways
Canada’s pilot project for voluntary semi-annual reporting (SAR) by eligible venture issuers entered into effect last month.
Our preliminary review shows that SAR appears to be catching on, and we expect the number of issuers using SAR to grow. But that does not mean that SAR cannot be improved.
Our more detailed thoughts follow. For more Fasken capital markets thought leadership, visit our Capital Markets and M&A hub and subscribe.
The SAR Pilot Project: A Major Change in Continuous Disclosure
The SAR pilot project was announced by the Canadian Securities Administrators (CSA) in October 2025 and entered into effect on March 19, 2026. Eligible issuers listed on the TSX Venture Exchange (TSXV) or the Canadian Securities Exchange (CSE) can now benefit from an exemption from the requirement to file first and third quarter financial statements and management’s discussion and analysis (MD&A) under National Instrument 51-102 Continuous Disclosure Obligations. Instead, issuers using SAR file only semi-annual and annual financial statements and MD&A. This is a major change in Canadian continuous disclosure.
Opting Into SAR
Opting into SAR is simple: an issuer must issue and file on SEDAR+ a news release that states:
“This news release is being filed pursuant to Coordinated Blanket Order 51–933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers”.
The news release must also specify the initial interim period for which the issuer does not intend to file an interim financial report and related MD&A (e.g., first quarter ended March 31, 2026). Nothing further is required.
Preliminary Results: SAR is Catching On
Is SAR a success? Our non-scientific search of news releases shows that as of April 17, 2026, almost one month after SAR entered into effect, some 35 issuers have opted into SAR.
As we discussed in December 2025, there may be more than 1,000 SAR-eligible issuers on the TSXV alone. While the 35 issuers who have opted into SAR to date represent only a small percentage of eligible TSXV and CSE issuers, it demonstrates that the market is receptive to SAR. We expect that the number of eligible issuers adopting SAR will ultimately be substantial.
Our Recommendations for Greater Market Transparency
We reiterate our previous recommendation that to improve market transparency, there should be a clear indication on SEDAR+ and on the website of the issuer that it is using SAR. Similarly, we recommend that the provincial securities commissions or the CSA maintain a public list of issuers using SAR. Simply put, investors and other market participants should be able to quickly and easily determine if a specific issuer is using SAR and how many issuers in the aggregate are using SAR.
The CSA noted as follows in March in connection with SAR entering into effect:
“An issuer intending to [adopt SAR] must file a news release with the information specified in the Blanket Order. The news release will provide transparency to the market about the issuer’s future filings and allows investors and intermediaries to set their expectations for the timing of future interim financial reporting. As a result, an issuer should consider filing the news release as early as possible indicating that it does not intend to file an interim financial report and related MD&A."
“In addition, issuers relying on the exemptions in the Blanket Order should consider prominently disclosing their reliance on the exemptions in their ongoing continuous disclosure, for example in their MD&A.”
Unfortunately, this CSA comment falls short of the public disclosure that we believe would benefit the market.
To that end, we suggest two minor adjustments. First, an additional field could be added to the issuer’s SEDAR+ profile under “Reporting issuer details” to indicate that it is a SAR issuer, similar to the current “Eligible for short form prospectus”. Second, as the provincial securities commissions already maintain public lists of reporting issuers setting out basic information (e.g., name, in default, cease-trade order, etc.), a column for SAR could be added.
These small changes would remove the requirement for shareholders and the public to review news releases to determine whether an issuer is a SAR issuer. And render our non-scientific searches redundant.
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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