44-102 – Shelf Distributions (National Instrument)

44-102 – Shelf Distributions (National Instrument)

• Shelf Distributions

  Effective Date: March 9, 2001.  Consolidated to August 13, 2013.

  Regulates Canadian shelf prospectus distributions.  Reformulates and replaces National Policy Statement 44 Rules for Shelf Prospectus Offerings and for Pricing Offerings after the Final Prospectus is Receipted ("NP44")

  44_102_ni_august_13_2013.pdf
• Forthcoming Amendments to National Instrument 44-102 and CSA Notice

  The Amendments introduce an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada. Specifically, the Amendments permit issuers that satisfy the qualification criteria and certain conditions to:

  • file a final base shelf prospectus and be deemed to receive a receipt for that prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review,
  • omit certain disclosure from the base shelf prospectus (for example, the aggregate dollar amount of securities that may be raised under the prospectus), and
  • benefit from receipt effectiveness for a period of 37 months from the date of its deemed issuance, subject to the requirement for the issuer to reassess its qualification to use the WKSI regime annually.

  The Amendments are intended to foster capital formation by WKSIs in the Canadian public markets. Eligible reporting issuers will have more flexibility in structuring a base shelf prospectus offering, have improved certainty regarding transaction timing and be permitted to forgo certain requirements that do not, in this context, provide meaningful disclosure to investors. The Amendments will also more closely align the timing of Canadian prospectus filings with those applicable in the United States (U.S.) and better facilitate cross-border offerings.

  The Amendments come into force on November 28, 2025, or on the day it is filed with the Registrar of Regulations.

  csa_notice_with_annex_b_amendments_to_ni_44_102_august_28_2025.pdf
• Amendments to National Instrument 44-102

  Effective Date: April 16, 2024. In Saskatchewan: April 22, 2024.

  44_102_ni_amendments_2024_04_22.pdf
• Amendments to National Instrument 44-102

  Effective Date: June 9, 2023. In Saskatchewan: June 20, 2023.

  44_102_ni_amendments_2023_03_23.pdf
• Amendments to National Instrument 44-102

  Effective Date: August 31, 2020. In Saskatchewan: August 31, 2020.

  44_102_ni_august_31_2020.pdf
• Companion Policy 44-102CP

  Effective Date: Saskatchewan March 9, 2001.  Consolidated to August 13, 2013.

  44_102_cp_august_13_2013.pdf
• Forthcoming Amendments to Companion Policy 44-102CP and CSA Notice

  The Amendments introduce an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada. Specifically, the Amendments permit issuers that satisfy the qualification criteria and certain conditions to:

  • file a final base shelf prospectus and be deemed to receive a receipt for that prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review,
  • omit certain disclosure from the base shelf prospectus (for example, the aggregate dollar amount of securities that may be raised under the prospectus), and
  • benefit from receipt effectiveness for a period of 37 months from the date of its deemed issuance, subject to the requirement for the issuer to reassess its qualification to use the WKSI regime annually.

  The Amendments are intended to foster capital formation by WKSIs in the Canadian public markets. Eligible reporting issuers will have more flexibility in structuring a base shelf prospectus offering, have improved certainty regarding transaction timing and be permitted to forgo certain requirements that do not, in this context, provide meaningful disclosure to investors. The Amendments will also more closely align the timing of Canadian prospectus filings with those applicable in the United States (U.S.) and better facilitate cross-border offerings.

  The Amendments come into force on November 28, 2025, or on the day it is filed with the Registrar of Regulations.

  csa_notice_with_annex_c_changes_to_44_102cp_august_28_2025.pdf
• Amendments to Companion Policy 44-102CP

  Effective Date: June 9, 2023. In Saskatchewan: June 20, 2023.

  44_102_cp_amendments_2023_03_23.pdf
• Changes to Companion Policy 44-102CP

  Effective Date: August 31, 2020. In Saskatchewan: August 31, 2020.

  44_102_cp_august_31_2020.pdf