COVID-19: Canadian securities regulators extend deadlines

On March 18, the Canadian Securities Administrators (CSA) announced that in light of COVID‑19 they will provide a 45-day extension to filing deadlines for certain periodic filings required to be made on or before June 1, 2020.

What you need to know

  • The 45-day extension applies to financial statements, management’s discussion and analysis (MD&A), management reports of fund performance, annual information forms (AIFs) and technical reports normally required to be filed on or before June 1, 2020.
  • TSX-listed issuers will now have until May 14, 2020 to file their annual financial statements, MD&A and AIF.
  • TSXV-listed issuers (and other venture issuers) will now have until June 15, 2020 to file their annual financial statements and MD&A.
  • Issuers that comply with the conditions of the relief will not be noted in default and will not need to file applications for management cease trade orders.

Summary of blanket relief

TSX-listed issuers are normally required to file audited annual financial statements, MD&A and an AIF on or before the 90th day after the end of their most recently completed financial year. Interim financial statements and MD&A must be filed on or before the 45th day after the end of each quarter.

TSXV-listed issuers (and other venture issuers) are normally required to file audited annual financial statements and MD&A on or before the 120th day after the end of their most recently completed financial year. Interim financial statements and MD&A must be filed on or before the 60th day after the end of each quarter.

As a result of the blanket relief:

  • TSX-listed issuers with December 31 fiscal year ends will now have until:
    • May 14, 2020 to file annual financial statements, MD&A and an AIF
    • June 29, 2020 to file Q1 2020 interim financial statements and MD&A
  • TSX-V-listed issuers with December 31 year ends will now have until:
    • June 15, 2020 to file annual financial statements and MD&A
    • July 16, 2020 to file Q1 2020 interim financial statements and MD&A

The 45-day extension is consistent with the relaxation of filing deadlines announced earlier this month by the SEC.

The CSA has indicated it expects to publish further details about the relief shortly. Issuers that may be considering a public offering and that intend to rely on the blanket relief should exercise caution and await further clarification from the CSA on the scope of the relief.

Virtual AGMs

The CSA advised that it is aware that issuers are considering conducting virtual shareholder meetings, is supportive of measures taken to mitigate the risk of transmission of COVID‑19, and will be publishing guidance on such changes.1 You can read more on this issue in our dedicated bulletin on COVID‑19-related virtual AGMs here.

Read all our coronavirus-related updates on our COVID‑19 guidance for organizations resource page.

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1 On March 20, 2020, Canadian securities regulators published guidance on virtual AGMs that is largely consistent with SEC guidance, advising issuers that they can notify the market of a change to a virtual AGM by way of press release issued sufficiently in advance of the AGM.

To discuss these issues, please contact the author(s).

This publication is a general discussion of certain legal and related developments and should not be relied upon as legal advice. If you require legal advice, we would be pleased to discuss the issues in this publication with you, in the context of your particular circumstances.

For permission to republish this or any other publication, contact Janelle Weed.

© 2020 by Torys LLP.
All rights reserved.

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