A TSXV junior rips 60% on a drill result, volume explodes, and by the end of the week it has given most of it back. Often the reason is not the drill result. It is the paper sitting behind the stock, and you can find it yourself if you know how to check dilution on SEDAR+. This guide walks you through how to search filings on SEDAR+ and which documents show private placements, warrants and flow-through shares.
Checking dilution on SEDAR+ means using the free Canadian filing system to see how many new shares, warrants and options a company has issued. Start with the outstanding share data in the latest MD&A, then add everything from later news releases, material change reports and reports of exempt distribution. That gives you a current basic and fully diluted share count.
If you are new to the Canadian venture markets, start with our breakdown of TSX vs TSXV vs CSE. If you want the general idea of dilution first, read how to tell if a stock is diluting. This post is the Canadian, hands-on version.
If you also trade US small caps, our guide to dilution and SEC filings covers the American side of the same paper trail.
In this article
- What is the fastest way to check dilution on SEDAR+?
- How do you search filings on SEDAR+?
- Which SEDAR+ filings show dilution?
- How to read a private placement on SEDAR+
- Worked example (hypothetical)
- What SEDAR+ won't show you
- FAQ
- Red flags for heavy dilution
- Cross-listed stocks: check SEDAR+ and EDGAR
- Other free sources to cross-check dilution
- Cross-check share counts before trusting a promotion
- More questions traders ask
What is the fastest way to check dilution on SEDAR+?
Pull the company’s most recent MD&A for its outstanding share data, then read every news release, material change report and report of exempt distribution filed after that date, and add the new shares, warrants and options to the total.
That is the whole method. The MD&A gives you a starting count. Everything filed since then tells you what changed. The rest of this post is how to do each part without missing anything.
How do you search filings on SEDAR+?
SEDAR+ is the filing system run by the Canadian Securities Administrators. It replaced the old SEDAR in 2023. Public search is free and you do not need an account. Menu labels shift as the site gets updated, but the workflow stays the same:
- Search by company name, not ticker. Use the search tool to find the issuer’s profile. Type the legal name (or part of it). If the company changed its name recently, try the old one too.
- Open the profile and go to its documents. This lists everything the issuer has filed: financials, news releases, material change reports, offering documents.
- Set a date range. Start with the last 12 to 18 months. That covers most live warrants and any recent hold periods.
- Sort newest first. You want the most recent financing at the top, not a 2019 annual report.
- Filter or scan by document type. Focus on the types in the table below. Documents open as PDFs, and you may hit a quick anti-bot check before downloading.
- Log what you find. Write down date, security type, number issued, price, warrant terms and hold expiry. A simple spreadsheet beats memory every time.
Which SEDAR+ filings show dilution?
Not every filing matters for share count. These are the ones that do:
| Filing | What it tells you | Why it matters |
|---|---|---|
| MD&A (annual and interim) | Outstanding share data: shares, options, warrants, other convertibles as of a recent date | Your baseline fully diluted count |
| Financial statement notes | Share capital history, warrant and option tables with exercise prices and expiry dates | Shows which warrants are close to the money |
| News releases | Announced and closed private placements, tranches, shares for debt, option grants | The fastest record of new paper |
| Material change report | Formal summary of a material change, often a financing | Confirms terms in a regulatory filing |
| Report of exempt distribution (Form 45-106F1) | Securities issued under a prospectus exemption, number and price | Hard numbers on private placements |
| Offering document (LIFE) | Terms of a listed issuer financing | Shares from LIFE deals can trade right away |
| Prospectus / short form prospectus | Size and terms of a public offering | Larger raises, often with warrants |
| Management information circular | Option plan approvals, share consolidations, related votes | Future dilution capacity |
How to read a private placement on SEDAR+
Most TSXV and CSE juniors fund themselves through private placements, not public offerings. Exemptions under National Instrument 45-106 let them sell shares without a full prospectus. The news release announces it, the closing release confirms it, and a report of exempt distribution gives the numbers.
Read the closing release, not just the announcement. Deals get upsized, cut, or closed in several tranches. The announced size is a plan. The closed size is the dilution.
Units and warrants
Venture placements are usually sold as units: one share plus a whole or half warrant. Every unit is real dilution today and potential dilution later. Note the exercise price, the expiry date and whether there is an acceleration clause, where the company can shorten the warrant life if the stock closes above a set price for a set number of days. Also look for finder’s or broker warrants paid as fees. They are easy to miss.
Warrants sitting just above the current price tend to act like a lid on runs. We cover that in detail in warrant overhang explained.
Flow-through shares
Flow-through shares are a Canadian tax structure for resource exploration. The company renounces eligible exploration expenses to buyers, who get the tax deduction. Because of that tax value, flow-through shares are often priced at a premium to the market. Some buyers care more about the deduction than the stock and sell once they are able to. When a release mentions flow-through, log the number of shares, the price and the hold expiry separately. That date can matter.
LIFE offerings
The listed issuer financing exemption (LIFE) lets listed companies raise money with a short offering document instead of a prospectus. The key difference for you: shares sold under LIFE are generally not subject to the usual hold period, so they can hit the market quickly. Search for the offering document on SEDAR+ when a release mentions LIFE.
Hold periods
Most private placement securities of a reporting issuer carry a restricted period of four months and a day under National Instrument 45-102. Closing releases often state the exact expiry date. Write it down. A big block of cheap stock becoming free to trade is something you want on your calendar, not a surprise.
Worked example (hypothetical)
This is a made-up company to show the math. Say the latest MD&A shows 80 million shares outstanding, plus 6 million options and 8 million warrants.
Since then, SEDAR+ shows a closed non-brokered placement of 10 million units at $0.20, each with one full warrant at $0.30 for 24 months. It also shows 2 million flow-through shares at $0.25 and 500,000 finder’s warrants.
- Basic shares: 80M + 10M + 2M = 92M
- Warrants: 8M + 10M + 0.5M = 18.5M
- Options: 6M
- Fully diluted: 116.5M, up from 94M at the MD&A date
Now picture the stock running from $0.22 to $0.40. Every placement share bought at $0.20 is in profit, and 10 million warrants at $0.30 are in the money. Once the hold expires, that is a lot of paper with a reason to sell or exercise. None of that tells you what the stock will do. It tells you what supply exists.
What SEDAR+ won’t show you
- Insider trades. Those live on SEDI, a separate system. Check whether insiders bought into the placement or sold after it.
- Exchange acceptance. TSXV publishes bulletins when it accepts a placement filing. Exchange policy, including the TSXV Corporate Finance Manual rules on placement pricing, sits with the exchange, not SEDAR+.
- Real-time counts. The MD&A count is a snapshot. Warrant exercises, shares for debt and shares issued for property payments land between reports.
- Trading surveillance. Halts and trading issues are handled by CIRO.
For more Canadian-specific context, our Canadian small caps hub pulls the TSXV and CSE material together, and our Unfiltered DD deep dives apply this same filings-first process to real tickers.
FAQ
Is SEDAR+ free to search?
Yes. Public search of issuer profiles and filed documents is free and does not require an account.
Can I search SEDAR+ by ticker?
Search by the company’s legal name. Tickers are not a reliable way in, and some companies have similar names, so confirm you are on the right profile before reading anything.
How long is the hold period on a Canadian private placement?
For most reporting issuers it is four months and a day from closing. LIFE offerings are a common exception, since those shares are generally free trading.
Where do I find insider trades for a TSXV or CSE stock?
On SEDI, not SEDAR+. Search the issuer there to see insider filings, including participation in placements.
Why do juniors often sell off after a flow-through financing?
Not always, but flow-through buyers may value the tax deduction more than the shares, so some sell once their hold ends. Check the expiry date and the size of the block relative to normal volume.
Build a free dilution tracker
A plain spreadsheet with one row per filing is enough. Use these columns: date, filing type, shares issued, warrants issued, exercise price, warrant expiry, hold expiry, running basic total and running fully diluted total. Using the worked example below, once you log the unit placement, the flow-through shares and the finder’s warrants, the running columns read 92M basic and 116.5M fully diluted.
Common SEDAR+ search frustrations (and workarounds)
- Ticker search misses: search the legal name instead.
- Similar company names: confirm the profile matches the exchange and recent news before reading.
- Name changes: try the former name to reach older filings.
- Anti-bot checks: complete the check and keep going. It is routine.
- PDF-only documents: use your PDF viewer’s search for “warrant”, “unit” and “hold”.
Red flags for heavy dilution
The biggest warning signs are structures that let a company keep issuing paper. Here is what to watch and where it shows up:
- Base shelf prospectus: capacity to raise later without a new full prospectus. Look for the shelf filing on the issuer profile. More in shelf offering vs ATM.
- At-the-market programs: shares sold into the market over time. Shown in a prospectus supplement and the announcing news release.
- Repeated tranches: several closing releases for one deal.
- Shares for debt: news releases and the next MD&A. See shares for debt on the TSXV.
- Finder’s warrants: buried in closing releases and the report of exempt distribution.
- Warrants just above the price: warrant tables in the financial statement notes.
- Large flow-through blocks near hold expiry: closing releases. Background in flow-through shares explained.
Cross-listed stocks: check SEDAR+ and EDGAR
If a Canadian company is also listed or registered in the US, it may file on SEC EDGAR too, so read both. A US resale registration or a large holder filing can appear on EDGAR before you notice it in Canada. Reconcile the share counts and make sure you are not counting the same issuance twice. Our guides to the S-1 resale registration and 13D vs 13G cover the US side.
Other free sources to cross-check dilution
- SEDI: insider buys, sells and placement participation. Guide: SEDI insider trading.
- TSXV bulletins: confirm when the exchange accepted a placement.
- The issuer’s website and news releases: often the quickest place to spot a new financing.
- EDGAR: extra filings for cross-listed names.
Cross-check share counts before trusting a promotion
Never take a share structure from a newsletter or social post at face value. Rebuild it yourself from the latest MD&A plus every filing since. If the promoted number is much smaller than yours, that gap is the story. Then check SEDI to see whether insiders are selling into the run. More warning signs in pump and dump red flags.
What if a filing seems missing?
Usually it is filed under a former name or outside your date range. Search old company names and widen the dates. Then compare against the issuer’s news releases and TSXV or CSE bulletins to confirm the deal closed.
Beyond miners: same method for biotech and tech
Yes, it works the same way. Non-resource issuers use short form prospectuses, base shelfs and placements with warrants too. Start with the MD&A, add later filings, and log warrant terms the same way.
More questions traders ask
Is SEDAR+ different from the old SEDAR?
SEDAR+ is now the single filing system run by the Canadian Securities Administrators, so search there for both new and older filings. The workflow on this page still applies: legal name, date range, document type.
How do I stay current on new filings?
Build a habit. Recheck the issuer profile sorted newest first on a regular schedule, and sign up for the company’s own news release email list. Update your tracker each time.
Want to see how other traders read these filings before they size a position? Join the free Fockets small-cap trading Discord, ask questions about any SEDAR+ filing you are stuck on, and build the habit of doing your own work.
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Disclaimer: This article is for educational purposes only and is not financial advice. Fockets Trading does not provide buy or sell recommendations. Trading small-cap and penny stocks carries significant risk, including the loss of your entire investment. Always do your own research and consult a licensed professional before making investment decisions.
