BCN 2011/21 - Notice and Request for Comment Proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers and Proposed Amendments to National Instrument 41-101 General Prospectus Requirements... [BCN - Lapsed]

Concurrently Published:

• 11-102 - Passport System [MI Amendment Proposed - Lapsed]
• 12-202 - Proposed Changes to National Policy [NP Blackline Amendment Proposed - Lapsed]
• 12-203 - Cease Trade Orders for Continuous Disclosure Defaults [NP Blackline Amendment Proposed - Lapsed]
• 41-101 - General Prospectus Requirements [NI Amendment Proposed - Lapsed]
• 41-101CP - General Prospectus Requirements [CP Blackline Amendment Proposed - Lapsed]
• 43-101 - Standards of Disclosure for Mineral Projects [NI Amendment Proposed - Lapsed]
• 43-101CP - Standards of Disclosure for Minerals Projects [CP Blackline Amendment Proposed - Lapsed]
• 44-101 - Short Form Prospectus Distributions [NI Amendment Proposed - Lapsed]
• 44-101CP - Short Form Prospectus Distributions [CP Blackline Amendment Proposed - Lapsed]
• 44-102 - Shelf Distributions [NI Amendment Proposed - Lapsed]
• 44-102CP - Shelf Distributions [CP Blackline Amendment Proposed - Lapsed]
• 45-101 - Rights Offerings [NI Amendment Proposed - Lapsed]
• 45-106 - Prospectus and Registration Exemptions [NI Amendment Proposed - Lapsed]
• 45-106CP - Prospectus and Registration Exemptions [CP Blackline Amendment Proposed - Lapsed]
• 51-101 - Standards of Disclosure for Oil and Gas Activities [NI Amendment Proposed - Lapsed]
• 51-101CP - Standards of Disclosure For Oil and Gas Activities [CP Blackline Amendment Proposed - Lapsed]
• 51-102 - Continuous Disclosure Obligations [NI Amendment Proposed - Lapsed]
• 51-102CP - Continuous Disclosure Obligations [CP Blackline Amendment Proposed - Lapsed]
• 51-103 - Ongoing Governance and Disclosure Requirements for Venture Issuers [NI Proposed - Lapsed]
• 51-103F1 - Annual and Mid-Year Reports [F Proposed - Lapsed]
• 51-103F2 - Report of Material Change, Material Related Entity Transaction or Major Acquisition [F Proposed - Lapsed]
• 51-103F3 - Proxy Form [F Proposed - Lapsed]
• 51-103F4 - Information Circular [F Proposed - Lapsed]
• 51-201 - Disclosure Standards [NP Blackline Amendment Proposed - Lapsed]
• 51-509 - Issuers Quoted in the U.S. Over-the-Counter Markets and Companion Policy 51-509CP [BCI Amendment Proposed - Lapsed]
• 52-107 - Acceptable Accounting Principles and Auditing Standards [NI Amendment Proposed - Lapsed]
• 52-107CP - Acceptable Accounting Principles and Auditing Standards [CP Blackline Amendment Proposed - Lapsed]
• 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings [NI Amendment Proposed - Lapsed]
• 52-109CP - Certification of Disclosure in Issuers' Annual and Interim Filings [CP Blackline Amendment Proposed - Lapsed]
• 52-110 - Audit Committees [NI Amendment Proposed - Lapsed]
• 55-104 - Insider Reporting Requirements and Exemptions [NI Amendment Proposed - Lapsed]
• 58-101 - Disclosure of Corporate Governance Practices [NI Amendment Proposed - Lapsed]
• 58-201 - Corporate Governance Guidelines [NP Blackline Amendment Proposed - Lapsed]
• 71-102 - Continuous Disclosure and other Exemptions Relating to Foreign Issuers [NI Amendment Proposed - Lapsed]
• 71-102CP - Continuous Disclosure and Other Exemptions Relating to Foreign Issuers [CP Blackline Amendment Proposed - Lapsed]

In the attached notice, the Canadian Securities Administrators (CSA) are publishing for comment a proposed new regulatory regime for venture issuers (the venture issuer proposal), composed of:

• National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers and its companion policy (NI 51-103)
• amendments to National Instrument 41-101 General Prospectus Requirements and its companion policy
• amendments to National Instrument 44-101 Short Form Prospectus Distributions and its companion policy
• amendments to National Instrument 45-106 Prospectus and Registration Exemptions and its companion policy
• consequential amendments.

Proposed local consequential amendments

BCI 51-509
The definition of venture issuer in proposed NI 51-103 would exclude issuers that are subject to BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets (the BC OTC rule). The Commission proposes consequential amendments to the BC OTC rule in Appendix H of the CSA notice.

The proposed consequential amendments to the BC OTC rule would reflect the amended definition of “venture issuer” and the introduction of the definition of “senior unlisted issuer” in the venture issuer proposal. As a result, the continuous disclosure obligations of issuers that are subject to the BC OTC rule would not change. The Commission will make similar amendments to BC Instrument 52-511 Relief for OTC Reporting Issuers from Certain Certification Requirements.

July 28, 2011

Brent W. Aitken
Vice Chair