Securities Law

41-101F1 - Information Required in a Prospectus [F - Rescinded] - For financial years beginning on or after January 1, 2011

Published Date: 2010-12-24
Effective Date: 2010-12-30
Rescinded Date: 2011-01-01
Document(s):

Concurrently Published:

This is an unofficial consolidation of Form 41-101F1 Information Required in a Prospectus reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply to a prospectus that includes financial statements for periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

Table of Contents

GENERAL INSTRUCTIONS

ITEM 1 Cover Page Disclosure

1.1 Required statement
1.2 Preliminary prospectus disclosure
1.3 Basic disclosure about the distribution
1.4 Distribution
1.5 Offering price in currency other than Canadian dollar
1.6 Non-fixed price distributions
1.7 Pricing disclosure
1.8 Reduced price distributions
1.9 Market for securities
1.10 Risk factors
1.11 Underwriter(s)
1.12 International issuers
1.13 Restricted securities
1.14 Earnings coverage

ITEM 2 Table of Contents

2.1 Table of contents

ITEM 3 Summary of Prospectus

3.1 General
3.2 Cautionary language

ITEM 4 Corporate Structure

4.1 Name, address and incorporation
4.2 Intercorporate relationships

ITEM 5 Describe the Business

5.1 Describe the business
5.2 Three-year history
5.3 Issuers with asset-backed securities outstanding
5.4 Issuers with mineral projects
5.5 Issuers with oil and gas operations

ITEM 6 Use of Proceeds

6.1 Proceeds
6.2 Junior issuers
6.3 Principal purposes – generally
6.4 Principal purposes – indebtedness
6.5 Principal purposes – asset acquisition
6.6 Principal purposes – insiders, etc.
6.7 Principal purposes – research and development
6.8 Business objectives and milestones
6.9 Unallocated funds in trust or escrow
6.10 Other sources of funding
6.11 Financing by special warrants, etc.

ITEM 7 Dividends or Distributions

7.1 Dividends or distributions

ITEM 8 Management’s Discussion and Analysis

8.1 Interpretation
8.2 MD&A
8.3 [Repealed]
8.4 Disclosure of outstanding security data
8.5 More recent financial information
8.6 Additional disclosure for venture issuers or IPO venture issuers without significant revenue
8.7 Additional disclosure for junior issuers
8.8 Additional disclosure for issuers with significant equity investees

ITEM 9 Earnings Coverage Ratios

9.1 Earnings coverage ratios

ITEM 10 Description of the Securities Distributed

10.1 Equity securities
10.2 Debt securities
10.3 Asset-backed securities
10.4 Derivatives
10.5 Special warrants, etc.
10.6 Restricted securities
10.7 Other securities
10.8 Modification of terms
10.9 Ratings
10.10 Other attributes

ITEM 11 Consolidated Capitalization

11.1 Consolidated capitalization

ITEM 12 Options to Purchase Securities

12.1 Options to purchase securities

ITEM 13 Prior Sales

13.1 Prior sales
13.2 Trading price and volume

ITEM 14 Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

14.1 Escrowed securities and securities subject to contractual restriction on transfer

ITEM 15 Principal Securityholders and Selling Securityholders

15.1 Principal securityholders and selling securityholders

ITEM 16 Directors and Executive Officers

16.1 Name, occupation and security holding
16.2 Cease trade orders, bankruptcies, penalties or sanctions
16.3 Conflicts of interest
16.4 Management of junior issuers

ITEM 17 Executive Compensation

17.1 Disclosure

ITEM 18 Indebtedness of Directors and Executive Officers

18.1 Aggregate indebtedness
18.2 Indebtedness of directors and executive officers under securities purchase and other programs

ITEM 19 Audit Committees and Corporate Governance

19.1 Audit committees
19.2 Corporate governance

ITEM 20 Plan of Distribution

20.1 Name of underwriters
20.2 Disclosure of conditions to underwriters’ obligations
20.3 Best efforts offering
20.4 Minimum distribution
20.5 Determination of price
20.6 Stabilization
20.7 Approvals
20.8 Reduced price distributions
20.9 Listing application
20.10 Conditional listing approval
20.11 IPO venture issuers
20.12 Constraints
20.13 Special warrants acquired by underwriters or agents

ITEM 21 Risk Factors

21.1 Risk factors

ITEM 22 Promoters

22.1 Promoters

ITEM 23 Legal Proceedings and Regulatory Actions

23.1 Legal proceedings
23.2 Regulatory actions

ITEM 24 Interests of Management and Others in Material Transactions

24.1 Interests of management and others in material transactions
24.2 Underwriting discounts

ITEM 25 Relationship Between Issuer or Selling Securityholder and Underwriter

25.1 Relationship between issuer or selling securityholder and underwriter

ITEM 26 Auditors, Transfer Agents and Registrars

26.1 Auditors
26.2 Transfer agents, registrars, trustees or other agents

ITEM 27 Material Contracts

27.1 Material contracts

ITEM 28 Experts

28.1 Names of experts
28.2 Interest of experts

ITEM 29 Other Material Facts

29.1 Other material facts

ITEM 30 Rights of Withdrawal and Rescission

30.1 General
30.2 Non-fixed price offerings

ITEM 31 List of Exemptions from Instrument

31.1 List of exemptions from Instrument

ITEM 32 Financial Statement Disclosure for Issuers

32.1 Interpretation of "issuer"
32.2 Annual financial statements
32.3 Interim financial report
32.4 Exceptions to financial statement requirements
32.5 Exceptions to audit requirement
32.6 Additional financial statements or financial information filed or released

ITEM 33 Credit Supporter Disclosure, Including Financial Statements

33.1 Credit supporter disclosure, including financial statements

ITEM 34 Exemptions for Certain Issues of Guaranteed Securities

34.1 Definitions and interpretation
34.2 Issuer is wholly-owned subsidiary of parent credit supporter
34.3 Issuer is wholly-owned subsidiary of, and one or more subsidiary credit supporters controlled by, parent credit supporter
34.4 One or more credit supporters controlled by issuer

ITEM 35 Significant Acquisitions

35.1 Application and definitions
35.2 Completed acquisitions for which issuer has filed business acquisition report
35.3 Completed acquisitions for which issuer has not filed business acquisition report because issuer was not reporting issuer on acquisition date
35.4 Financial performance consolidated in financial statements of issuer
35.5 Recently completed acquisitions
35.6 Probable acquisitions
35.7 Pro forma financial statements for multiple acquisitions
35.8 Additional financial statements or financial information of the business filed or released

ITEM 36 Probable Reverse Takeovers

36.1 Probable reverse takeovers

ITEM 37 Certificates

37.1 Certificates
37.2 Issuer certificate form
37.3 Underwriter certificate form
37.4 Amendments
37.5 Non-offering prospectuses

ITEM 38 Transition

38.1 Interim financial report
38.2 Asset-backed securities

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