CSA Notice Regarding Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption

CSA Notice Regarding Coordinated Blanket Order Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption May 14, 2025 Introduction The Canadian Securities Administrators (the CSA or we) are publishing substantively harmonized relief from certain conditions of the listed issuer financing exemption (the exemption) in Part 5A of Regulation 45-106 respecting Prospectus Exemptions (Regulation 45-106). Every member of the CSA is implementing the relief through a local blanket order entitled Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the blanket order). Background We are committed to ensuring that Canada’s regulatory environment adapts to the evolving needs of businesses, investors and other market participants. For businesses to thrive in Canada, the regulatory environment must be balanced, tailored and responsive to the evolving marketplace without compromising investor protection. The exemption was adopted in November 2022 to provide a more efficient method of capital raising for reporting issuers that have securities listed on an exchange recognized by a securities regulatory authority in a jurisdiction of Canada and that have filed all timely and periodic disclosure documents required under Canadian securities legislation. The blanket order provides relief from certain conditions of the exemption to further facilitate capital raising by listed reporting issuers. Description of blanket order Description Under the exemption, listed reporting issuers are limited to raising the greater of $5 000 000 and 10% of the issuer’s aggregate market value to a maximum of $10 000 000 in a 12-month period, subject to a 50% dilution limit. The blanket order provides relief from these conditions by allowing listed reporting issuers to raise the greater of $25 000 000 and 20% of the aggregate market value of the issuer’s listed securities to a maximum of $50 000 000 in a 12-month period, subject to different provisions related to the 50% dilution limit. The blanket order provides that for the purposes of the 50% dilution limit:

• the timing for calculating the outstanding securities is (i) the date of the news release
  announcing the offering if an issuer has not relied on the exemption or the blanket order in the last 12 months or (ii) the date of the news release announcing the first

offering completed in reliance on the exemption or the blanket order in the last 12 months; and

• issuers can exclude securities issuable on exercise of warrants from the calculation
  if they are not convertible within 60 days of closing of the offering. In addition, under the blanket order, the distribution cannot:
• result in a new control person, or
• result in a person acquiring ownership of, or exercising control or direction over,
  securities that would result in the person being entitled to elect a majority of directors. Rationale Since its adoption, the exemption has been used by over 270 issuers, collectively raising over $1 billion. Market participants have provided positive feedback on the exemption but noted that the capital raising limits have been restricting use of the exemption. Increasing the capital raising limits, while adding more conditions on who an issuer can distribute securities to, will allow listed reporting issuers to raise significantly more capital without impacting investor protection. The changes in the blanket order related to the timing of the 50% dilution limit address a condition of the exemption that requires the calculation to be based on the issuer’s outstanding securities 12 months before the offering. Further, under the blanket order, only warrants convertible within 60 days of the closing need to be included in the 50% dilution calculation. This relief expands the number of warrants an issuer may be able to issue, as under the exemption all securities on conversion of warrants need to be included in the dilution calculation. CSA Staff Notice 45-330 (Revised) Frequently Asked Questions about the Listed Issuer Financing Exemption We are concurrently publishing CSA Staff Notice (Revised) Frequently Asked Questions about the Listed Issuer Financing Exemption to add clarity and provide more guidance on the exemption and how it will work with the blanket order. Local adaption and term of blanket order Although the outcome is intended to be the same in all CSA jurisdictions, the language of the blanket order issued by each province or territory may not be identical because each jurisdiction’s blanket order must fit within the authority provided in local securities legislation. The blanket order will come into effect on May 15, 2025. In certain jurisdictions, the blanket order includes an expiry date based on the term limits for blanket orders in the jurisdiction.1 1 For example, in Ontario, the term of the blanket order is 18 months and will expire on November 15, 2026.

Questions
Please refer your questions to any of the following:
Autorité des marchés financiers
Laurence Ménard
Analyst
Corporate Finance Transactions
Autorité des marchés financiers
514 395-0337, ext. 4389 laurence.menard@lautorite.qc.ca Marie-Josée Lacroix Coordinator/Senior Analyst Corporate Finance Transactions Autorité des marchés financiers 514 395-0337, ext. 4415 marie-josee.lacroix@lautorite.qc.ca Najla Sebaai Senior Policy Advisor Regulatory Policy Autorité des marchés financiers 514 395-0337, ext. 4398 najla.sebaai@lautorite.qc.ca Geneviève Laporte Senior Coordinator Financial Information Autorité des marchés financiers 514 395-0337, ext. 4294 genevieve.laporte@lautorite.qc.ca British Columbia Securities Commission Larissa Streu Manager, Corporate Disclosure British Columbia Securities Commission 604 899-6888 lstreu@bcsc.ca Nahal Iranpour Legal Counsel, Corporate Finance British Columbia Securities Commission 604 899-6712 niranpour@bcsc.bc.ca Grace Zheng Senior Securities Analyst, Corporate Disclosure British Columbia Securities Commission 604-899-6917 gzheng@bcsc.bc.ca Alberta Securities Commission Tracy Clark Senior Legal Counsel Corporate Finance Alberta Securities Commission 403 355-4424 Tracy.Clark@asc.ca Gillian Findlay Senior Legal Counsel Corporate Finance Alberta Securities Commission 403 297-3302 Gillian.Findlay@asc.ca Financial and Consumer Affairs Authority of Saskatchewan Heather Kuchuran Director, Corporate Finance Financial and Consumer Affairs Authority of Saskatchewan 306 787-1009 heather.kuchuran@gov.sk.ca Mobolanle Depo-Fajumo Legal Counsel, Securities Division Financial and Consumer Affairs Authority of Saskatchewan 306 798-3381 mobolanle.depofajumo2@gov.sk.ca

Manitoba Securities Commission
Patrick Weeks Melissa Ewasko
Deputy Director, Corporate Finance Legal Counsel Manitoba Securities Commission Manitoba Securities Commission 204 945-3326 204 805-7758 patrick.weeks@gov.mb.ca melissa.ewasko@gov.mb.ca Ontario Securities Commission Darren Sutherland Senior Accountant Corporate Finance Division Ontario Securities Commission 416-593-8234 dsutherland@osc.gov.on.ca Clara Ryu Legal Counsel Corporate Finance Division Ontario Securities Commission 416-593-8133 cryu@osc.gov.on.ca Nova Scotia Securities Commission Peter Lamey Abel Lazarus Legal Analyst, Corporate Finance Director, Corporate Finance Nova Scotia Securities Commission Nova Scotia Securities Commission 902 424-7630 902 424-6859 peter.lamey@novascotia.ca abel.lazarus@novascotia.ca Financial and Consumer Services Commission of New Brunswick Moira Goodfellow Senior Legal Counsel, Securities Financial and Consumer Services Commission of New Brunswick 506 444-2575 moira.goodfellow@fcnb.ca Clayton Mitchell Registration and Compliance Manager Financial and Consumer Services Commission of New Brunswick 506 658-5476 clayton.mitchell@fcnb.ca