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CSA Notice 43-310 Confidential Pre-File Review of Prospectuses
Specific Questions and Related Guidance
Question 4

At what stage in the prospectus process should the prospectus be pre-filed?

If an issuer wants to confidentially pre-file a prospectus, the issuer should generally follow the process for pre-filing interpretations set out in Part 8 of National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (NP 11-202), as supplemented by the following guidance:…

4. At what stage in the prospectus process should the prospectus be pre-filed?

To use the pre-file process, we expect the terms and conditions of the offering, and any related transactions, to be clearly determined. We also expect that the underwriters would have substantially completed their review of the pre-filed prospectus.

Staff expect the pre-filed prospectus generally to

  • be of the same form and quality as if it was the publicly filed preliminary prospectus, and
  • contain the disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that the issuer intends to use.

…If staff determine that the pre-filed prospectus is materially non-compliant or incomplete, the principal regulator will stop the review and ask the filer to file a revised draft with the necessary information. This will likely delay the review. In the event staff do not receive a response within a reasonable period of time, they may advise the filer that the pre-file will be closed unless a response to the request for information or comment letter is received by a specified date. Staff will consider the pre-filing to be withdrawn if there is no response within 90 days of the initial pre-filing date.