Canada pilots semi-annual financial reporting

On March 19, 2026, the Canadian Securities Administrators (CSA) announced the adoption of a pilot project (SAR Pilot) to allow eligible venture issuers to voluntarily adopt semi-annual financial reporting (SAR).

What you need to know

• The SAR Pilot applies only to smaller venture issuers, listed on the TSX Venture Exchange (TSXV) or CNSX Markets Inc. (CSE), with annual revenue not exceeding C$10 million.
• Eligible venture issuers are exempt from filing first and third quarter financial reports, including MD&A.
• The exemption does not apply to financial disclosures required in a prospectus, an information circular or a takeover bid, or an issuer bid circular.
• The SAR Pilot arrives amidst media reports that the Securities and Exchange Commission is preparing a proposal to permit semi-annual reporting.

The SAR pilot

On October 23, 2025, the CSA published a proposed Blanket Order for a 60-day period seeking comment on the scope of the SAR Pilot¹. The CSA has now introduced Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the Blanket Order) to implement the SAR Pilot².

In order to be eligible to participate in the SAR Pilot, a reporting issuer must satisfy all of the following conditions at the end of each three- and nine-month interim period:

• The issuer has been a reporting issuer in at least one jurisdiction of Canada for at least 12 months.
• The issuer is a “venture issuer”.
• The issuer has securities listed and posted for trading on the TSXV or the CSE.
• The issuer has revenue, as shown on its most recently filed annual audited financial statements, of no more than C$10 million.
• The issuer has filed all required periodic and timely disclosure documents with the regulator or securities regulatory authority in each jurisdiction in which it is a reporting issuer.
• During the preceding 12 months, the issuer (i) has not been the subject of penalties or sanctions (including a restriction on the use of any type of prospectus or exemption) imposed by a court relating to securities legislation or by a securities regulator (other than late filing fees); (ii) was not subject to a cease trade or similar order not revoked within 30 days of its issuance; and (iii) did not cease relying on the exemption provided by the Blanket Order.
• The issuer has issued and filed a news release specifying the initial interim period for which it does not intend to file an interim financial report and related MD&A in reliance on the Blanket Order, containing certain prescribed disclosure.

Participation in the SAR Pilot remains voluntary. Issuers relying on the exemptions in the Blanket Order in respect of filing three- and nine-month interim financial statements are not required to file MD&A for those periods. The SAR Pilot does not alter the disclosure required in connection with a prospectus offering or prospectus-level disclosure requirements in an information circular, takeover bid circular or an issuer bid circular. An issuer must cease relying on the exemptions in the Blanket Order if it has filed a base shelf prospectus and may not distribute securities under an existing shelf prospectus supplement.

The Blanket Order, in its final form, is similar to the SAR Pilot as initially proposed by the CSA, with some minor clarifications as follows:

• The 12-month reporting issuer history for “successor issuers”: an issuer cannot rely on the continuous disclosure record of a predecessor issuer for eligibility purposes.
• Disclosure expectations regarding an issuer’s ongoing participation in the SAR Pilot: an issuer should consider prominently indicating in its continuous disclosure documents, including MD&A, that it is relying on the Blanket Order.
• Expectations for issuers relying on the Blanket Order that change their financial year end: an issuer must cease relying on the Blanket Order if it changes its financial year end and should consult with staff about their transition year.
• The eligibility of issuers relying on the Blanket Order that provide interim financial disclosure in connection with a prospectus offering or a restructuring: during the period of distribution under a prospectus, the issuer must continue to file interim financial reports and related MD&A as required under prospectus disclosure rules, but, in doing so, is not considered to have stopped relying on the Blanket Order and can continue to report semi-annually following completion of the prospectus distribution, provided it remains eligible.
• Guidance related to comparative financial information and disclosure expectations when an issuer ceases to rely on the exemptions in the Blanket Order: an issuer will have to include comparative interim financial statements for the corresponding period in the previous year and should consider issuing and filing a news release indicating that it has ceased reliance on the Blanket Order.

Further details

The Blanket Order is effective as of March 19, 2026. In Ontario, the local Blanket Order has an 18-month expiry date and will be replaced with OSC Rule 51-507 to make permanent the exemptions set out in the local Ontario Blanket Order. The OSC Rule does not introduce any new elements or requirements beyond those in the Blanket Order. It remains to be seen how many eligible venture issuers will elect to take advantage of the SAR Pilot and whether the CSA will ultimately expand its availability to a broader range of reporting issuers.