Decision No 2026-PDG-0010: Coordinated General Decision 51-933 Regarding Exemptions Allowing Semi-Annual Reports for Certain Emerging Issuers

DECISION No 2026-PDG-0010
Coordinated General Decision 51-933 regarding exemptions allowing semi-annual reports for certain emerging issuers

Definitions

1. The expressions used in this decision are defined in the Securities Act, RLRQ, c. V-1.1 (the "Act") and Regulation 14-101 on definitions, RLRQ, c. V-1.1, r. 3.

2. In this decision, the following terms apply:

"Appendix 51-102A1" : Appendix 51-102A1, Management Report;

"exemption from quarterly financial reports" : the exemption provided for in section 5 of this decision;

"emerging issuer" : an emerging issuer as defined in Regulation 51-102;

"interim period" : an interim period as defined in Regulation 51-102;

"ordinary revenues" : revenues generated in the ordinary course of the issuer's activities, prepared using the same accounting principles as its annual financial statements;

"base shelf prospectus" : a base shelf prospectus as defined in Regulation 44-101 on Distribution of Securities Using a Shelf Prospectus, RLRQ, c. V-1.1, r. 17;

"management report" : a management report as defined in Regulation 51-102;

"Regulation 51-102" : Regulation 51-102 on Continuous Disclosure Obligations, RLRQ, c. V-1.1, r. 24;

"shelf prospectus supplement" : a shelf prospectus supplement as defined in Regulation 44-101 on Distribution of Securities Using a Shelf Prospectus, RLRQ, c. V-1.1, r. 17;

"listed security" : any security of an issuer listed on the exchange of TSX Venture Exchange Inc. or CNSX Markets Inc.

Context

3. This decision aims to exempt a specific category of subject issuers from certain continuous disclosure obligations for three-month and nine-month periods. Although quarterly financial statements serve to provide timely information to investors, the regulatory and internal costs of preparing such frequent reports may, for certain subject issuers, outweigh the benefits obtained.

Decision

4. Pursuant to section 263 of the Act and considering that this does not undermine investor protection, the Autorité des marchés financiers grants the exemptions set out below, subject to the conditions of this decision.

Quarterly financial reports for three and nine months

5. A subject issuer is exempt from the obligation, set out in subsection 1 of section 4.3 of Regulation 51-102, to file an interim financial report for each three-month and nine-month interim period of the fiscal year if it meets all of the following conditions at the end of the relevant interim period:

a) it has been a subject issuer for at least 12 months in at least one jurisdiction in Canada;

b) it is an emerging issuer;

c) it has listed securities;

d) its ordinary revenues presented in its most recently filed audited annual financial statements do not exceed $10 million;

e) it has filed with the securities regulatory authority in each jurisdiction in which it is a subject issuer all periodic and occasional information documents that it is required to file in that jurisdiction, in accordance with one of the following legislative texts or sets of texts:

i) applicable securities legislation;

ii) a decision rendered by the securities regulatory authority;

iii) a commitment made to the securities regulatory authority;

f) during the last 12 months, it has met the following conditions:

i) no penalty or sanction, including any restriction on the use of a type of prospectus or exemption, has been imposed on it by a court under securities legislation or by a securities regulatory authority, except for an administrative monetary penalty for late filing of an information document;

ii) it has not been subject to a cease-trade order or similar decision in a jurisdiction in Canada that has not been revoked within 30 days;

iii) it has not ceased to avail itself of the exemption from quarterly financial reports;

g) it has published and filed a news release that:

i) contains the following statement: "This news release is filed pursuant to Coordinated General Decision 51-933, Exemptions Allowing Semi-Annual Reports for Certain Emerging Issuers.", and

ii) specifies the first interim period for which it intends to avail itself of the exemption from quarterly financial reports in order not to file an interim financial report and the corresponding interim management report.

Interim financial report

6. A subject issuer availing itself of the exemption from quarterly financial reports is exempt from the obligation, set out in paragraph c of subsection 2 of section 4.3 of Regulation 51-102, to provide the statement of comprehensive income for the quarter ending on the last day of the interim period and comparative financial information for the corresponding interim period of the previous fiscal year.

Transmission of the interim financial report and interim management report

7. A subject issuer availing itself of the exemption from quarterly financial reports is exempt from the obligation to send a copy of the interim financial report and the corresponding interim management report in accordance with subsection 3 of section 4.6 and subsection 1 of section 5.6 of Regulation 51-102 for the quarters covered.

Obligations regarding the management report

8. A subject issuer availing itself of the exemption from quarterly financial reports is exempt from:

a) the obligation, set out in section 1.5 of Appendix 51-102A1, to provide information for each of the last eight quarters;

b) the obligation, set out in section 1.10 of Appendix 51-102A1, to provide in its annual management report an analysis of events or items that have had an impact on its financial position, financial performance, or cash flows during the fourth quarter, year-end adjustments and other adjustments, seasonal aspects of its activities, and dispositions of operating units;

c) the obligation, set out in paragraph i of subsection a of section 2.2 of Appendix 51-102A1, to provide in its interim management report a commentary on the analysis of quarterly results as well as a comparison with the financial performance of the comparable period of the previous fiscal year.

9. A subject issuer availing itself of the exemption from quarterly financial reports may satisfy the instruction iv of section 2.2.1 of Appendix 51-102A1 by titling its semi-annual highlights "Interim Management Report – Semi-Annual Highlights".

Other restrictions

10. A subject issuer ceases to avail itself of the exemption from quarterly financial reports in the following cases:

a) it changes the date of closure of its fiscal year;

b) it files a base shelf prospectus.

11. It is prohibited for a subject issuer availing itself of the exemption from quarterly financial reports to file a shelf prospectus supplement or to distribute securities using an existing shelf prospectus supplement.

12. The exemptions granted under this decision do not apply to the disclosure obligations regarding the interim financial report and the corresponding interim management report provided for by the following provisions:

a) section 11.1 of Appendix 44-101A1, Simplified Prospectus;

b) section 14.2 of Appendix 51-102A5, Proxy Solicitation Circular;

c) section 19 of Appendix 62-104A1, Information Statement Relating to a Take-Over Bid;

d) section 21 of Appendix 62-104A2, Information Statement Relating to a Bid for Securities.

13. During the distribution period, it is prohibited for a subject issuer filing a simplified prospectus to avail itself of the exemptions provided by this decision.

Date of Entry into Force

14. This decision takes effect on March 19, 2026.

Done on March 12, 2026.

Yves Ouellet
President and Chief Executive Officer