Canadian securities regulators seek comment on proposed amendments for at-the-market shelf distributions

CSA Securities

Toronto - The Canadian Securities Administrators (CSA) today published for comment proposed amendments to CSA National Instrument 44-102 Shelf Distributions (Proposed NI 44-102) [Link], which would replace exemptive relief that reporting issuers have generally required to conduct at-the-market (ATM) distributions of equity securities.

“The proposed changes, which codify existing CSA exemptions, will result in faster and easier access to capital for reporting issuers,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. “No longer having to apply for exemptive relief for ATM distributions will ultimately reduce reporting issuers’ regulatory burden.”

An ATM distribution is a distribution of securities by an issuer under a base shelf prospectus into the secondary market using a registered investment dealer acting as an agent. ATM distributions have become more common as issuers seek alternatives to traditional more costly methods of raising capital.

The proposed amendments include:

  • An exemption for the underwriter from the requirement to deliver a prospectus to purchasers in a distribution of securities; and
  • An exemption for the issuer and underwriter from certain prospectus form requirements, including an alternative statement of statutory rights and alternative certificate forms.

These proposals contemplate two different approaches to conducting ATM distributions and align with the ATM model that currently exists in U.S. markets. The comment period will close on August 7, 2019.

Proposed NI 44-102 and its related Companion Policy, which provides guidance, can be found on CSA members' websites.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.


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For Investor inquiries, please refer to your respective securities regulator. You can contact them here This link will open in a new window.

For more information:

CSA member name

Point of contact

Phone number

Autorité des marchés financiers

Sylvain Théberge


Alberta Securities Commission

Hilary McMeekin


British Columbia Securities Commission

Andrew Poon


Financial and Consumer Affairs Authority of Saskatchewan

Shannon McMillan


Financial and Consumer Services Commission, New Brunswick

Sara Wilson


Government of Prince Edward Island, Superintendent of Securities

Steve Dowling


Manitoba Securities Commission

Jason (Jay) Booth


Nova Scotia Securities Commission

David Harrison


Nunavut Securities Office

Jeff Mason


Office of the Superintendent of Securities, Newfoundland and Labrador

Craig Whalen


Superintendent of Securities, Department of Justice, Government of the Northwest Territories

Tom Hall


Office of the Yukon Superintendent of Securities

Rhonda Horte


Ontario Securities Commission

Kristen Rose