CSA Moves to Make Expanded LIFE Financing Limits Permanent, Codifying $50-Million Ceiling

Regulators point to $3.7 billion raised under expanded exemption as evidence the relaxed limits should become permanent.

On July 23, 2026, the Canadian Securities Administrators (CSA) published a notice and request for comment proposing to permanently codify the higher fundraising limits available under the Listed Issuer Financing Exemption (LIFE). The move would lock in place a temporary blanket order first introduced in 2025 and remove the uncertainty of relying on an order that could eventually lapse.

From Temporary Order to Permanent Rule

LIFE was introduced by the CSA in November 2022 to give eligible Canadian exchange-listed issuers a faster, prospectus-free route to raise equity capital, provided they had been reporting issuers for at least 12 months and were current on their continuous disclosure filings. Under the original framework, issuers could raise the greater of $5 million or 10% of their market capitalization, subject to a hard cap of $10 million in any 12-month period.

A 2025 blanket order relaxed those limits substantially, permitting eligible issuers to raise the greater of $25 million or 20% of their aggregate market value, up to a maximum of $50 million over a 12-month period. The proposed amendments to National Instrument 45-106 Prospectus Exemptions, and accompanying changes to Companion Policy 45-106CP, would write those higher limits directly into the rule rather than leaving them dependent on a temporary order.

Strong Uptake Driving the Change

The CSA's rationale rests heavily on usage data from the year since the blanket order took effect. Regulators reported that the expanded exemption facilitated $3.7 billion in capital raised, roughly eight times the volume seen under the original, lower limits. Of the 349 issuers that used the blanket order, 40 raised more than $25 million, indicating meaningful demand for financings beyond the exemption's original ceiling.

"LIFE shows the CSA's commitment to innovating to support the competitiveness of Canada's capital markets, while protecting investors," said Stan Magidson, CSA Chair and Chair and CEO of the Alberta Securities Commission. "The exemption, especially after the limit was raised, has succeeded beyond our most optimistic expectations. Public companies are eagerly taking advantage of it, to the benefit of their shareholders and the Canadian economy."

Additional Streamlining

Beyond codifying the higher dollar limits, the proposed amendments respond to feedback from market participants by streamlining certain other conditions of the exemption, aimed at reducing friction for issuers seeking to rely on LIFE for follow-on financings.

Comment Period and Timeline

The CSA is accepting stakeholder feedback on the proposed amendments through a 90-day comment period that closes October 21, 2026. Absent further delay, issuers and dealers should expect the higher limits to remain available on an interim basis throughout the comment and rule-making process, with formal codification to follow CSA and provincial rule-making procedures.

Why It Matters

For small- and mid-cap issuers on the TSX and TSXV, a permanent $50-million LIFE ceiling materially widens the pool of companies that can execute meaningful capital raises without the cost, timeline, and disclosure burden of a full prospectus offering. For capital markets advisory desks, the exemption's durability, rather than its dependence on a renewable blanket order, removes a planning risk that has shadowed LIFE-based financings since the higher limits were first introduced, and should support continued deal flow through follow-on and bought-deal LIFE offerings over the balance of 2026 and into 2027.

References

• CSA Notice and Request for Comment: CSA Notice of Proposed Amendments to NI 45-106 (OSC)
• CSA Proposes to Codify Higher Limits for Listed Issuer Financing Exemption After Strong Uptake (CSA)
• CSA Proposes to Codify Higher Limits for Listed Issuer Financing Exemption After Strong Uptake (OSC News)
• National Instrument 45-106 Prospectus Exemptions (OSC)

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ArcStone Financial Pulse Inc. is owned by the same parent entity (ArcStone Securities and Investments Corp.) that owns ArcStone Securities, LLC. This common ownership, together with the joint operating relationship between ArcStone Securities, LLC and Kingswood Capital Partners, LLC under the ArcStone Kingswood DBA OSJ banner, represents a structural conflict of interest. This article is general market and regulatory commentary. It does not feature, analyze, or recommend the securities of any issuer, and no issuer or other party paid for or sponsored its preparation. Readers should be aware that ArcStone has a direct commercial interest in the regulatory development discussed: ArcStone Canada Inc. provides capital markets advisory services to Canadian exchange-listed issuers of the kind eligible to rely on the Listed Issuer Financing Exemption, and registered broker-dealer affiliates of ArcStone may act in financings, including LIFE offerings, from which they earn fees. A permanent increase in the LIFE limits of the kind proposed by the CSA could increase the number or size of transactions in which ArcStone entities are engaged, and ArcStone or its affiliates may participate in the CSA's public comment process. Current and former clients of ArcStone include issuers eligible to use the exemption. The principals, directors, officers, employees, and related entities of ArcStone and its affiliates may, from time to time, own, buy, or sell securities or derivatives of exchange-listed issuers, including issuers that may rely on the exemption discussed.