44-101F1 - Short Form Prospectus Distributions Form 44-101F1 AIF and Schedule to Form 44-101F1 MD&A [Proposed F - Lapsed]
| Published Date: | 1999-12-17 |
|---|
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
FORM 44-101F1 AIF
- and -
SCHEDULE 1 TO FORM 44-101F1 MD&A
TABLE OF CONTENTS
TITLE
AIF
Item 1: Cover Page
1.1 Date
1.2 Review of Renewal AIF
1.3 Revisions
Item 2: Corporate Structure
2.1 Name and Incorporation
2.2 Intercorporate Relationships
Item 3: General Development of the Business
3.1 Three Year History
3.2 Acquisitions and Dispositions
3.3 Trends
Item 4: Narrative Description of the Business
4.1 General
4.2 Issuers with Asset-backed Securities Outstanding
4.3 Issuers with Natural Resource Operations (other than Oil and Gas)
4.4 Issuers with Oil and Gas Operations
Item 5: Selected Consolidated Financial Information
5.1 Annual Information
5.2 Dividends
5.3 Foreign GAAP
Item 6: Management’s Discussion and Analysis
6.1 Schedule 1 Disclosure
6.2 Foreign GAAP
Item 7: Market for Securities
7.1 Market for Securities
Item 8: Directors and Officers
8.1 Name, Address, Occupation and Security Holding
8.2 Corporate Cease Trade Orders or Bankruptcies
8.3 Penalties or Sanctions
8.4 Personal Bankruptcies |
8.5 Conflicts of Interest
Item 9: Additional Information
9.1 Additional Information
MD&A
Item 1: General
Item 2: Quarterly Information
Item 3: Liquidity and Capital Resources
Item 4: Results of Operations
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
FORM 44-101F1
AIF
INSTRUCTIONS
(1) An AIF is intended to provide background information that is essential to a proper understanding of the nature of an issuer and its operations and prospects.
(2) Focus the AIF disclosure on the issuer and external factors affecting the issuer specifically; do not focus, unless specifically required, on external factors that affect issuers generally.
(3) Do not omit any of the disclosure prescribed by this Form. In determining the degree of detail required, apply a standard of materiality. Materiality is a matter of judgment in particular circumstances, and should generally be determined in relation to an item's significance to investors, analysts and other users of the information. An item of information, or an aggregate of items, is considered material if it is probable that its omission or misstatement would influence or change an investment decision with respect to the issuer's securities. In determining whether information is material, take into account both quantitative and qualitative factors. This concept of materiality is consistent with the financial reporting notion of materiality contained in the Handbook.
(4) A requirement in this Form to discuss or disclose forward-looking information does not call for a forecast or projection as defined in the Handbook. An issuer that chooses to provide a forecast or projection is required to comply with the National Instrument 52-101 Future-Oriented Financial Information, once in force. Until National Instrument 52-101 is in force, issuers should refer to National Policy No. 48 Future-Oriented Financial Information.
(5) An issuer that is a special purpose vehicle may have to modify the disclosure items in this Form to reflect the special purpose nature of its business.
(6) Any information required in an AIF may be incorporated by reference in the AIF. Clearly identify in an AIF any document incorporated by reference. If an excerpt of a document is incorporated by reference, clearly identify the excerpt in the AIF bycaption and paragraph of the document. Any material incorporated by reference in an AIF is required under subsection 3.3(1) of National Instrument 44-101 to be filed with the AIF unless it has been previously filed.
(7) Date an AIF no earlier than the date of the auditor's report on the issuer's financial statements for the financial year covered by the AIF.
(8) Unless otherwise specified in this Form, present the information in an AIF as at a date not earlier than the end of the issuer's most recently completed financial year, except for
(a) an AIF filed by a successor issuer following a reorganization, in which case present the information as at a date not earlier than the latest financial year end of any of the participants in the reorganization that were reporting issuers at the time of the reorganization; and
(b) an AIF filed by an issuer of asset-backed securities that has not completed its first financial year, in which case present the information as at a date within 30 days before the date that the initial AIF is filed.
(9) If a material change affecting the issuer occurs after the date as at which the disclosure in the AIF is required, and before filing, include this information in the AIF.
(10) Terms used and not defined in this Form that are defined or interpreted in National Instrument 44-101 shall bear that definition or interpretation.
(11) All references to an issuer in Items 3 through 6 of this Form are to be read as applying to an issuer and its subsidiaries and investees, if the disclosure concerning the issuer's subsidiaries and investees is material.
Item 1: Cover Page
1.1 Date - Insert the date of the AIF on the cover page.
1.2 Review of Renewal AIF - If the issuer has been notified that its renewal AIF is being reviewed, include the following statement in bold type on the cover page of the renewal AIF until notified that the review has been completed.
"This annual information form is currently under review by the Canadian securities regulatory authorities of one or more jurisdictions. Information contained herein is subject to change."
INSTRUCTION The statement required under Item 1.2 may be added to paper copies of the renewal AIF by way of a stamp, sticker or other method that will ensure that the statement may not be deleted or removed from the renewal AIF.
1.3 Revisions - If revisions are made to an AIF after filing, identify the AIF as a "revised initial AIF" or a "revised renewal AIF", as the case may be, on the cover page.
Item 2: Corporate Structure
2.1 Name and Incorporation
(1) State the full corporate name of the issuer or, if the issuer is an unincorporated entity, the full name under which it exists and carries on business.
(2) State the statute under which the issuer is incorporated, continued or organized or, if the issuer is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which it is established and exists. If material, state whether the articles or other constating or establishing documents of the issuer have been amended and describe the substance of the amendments.
2.2 Intercorporate Relationships - Describe, by way of a diagram or otherwise, the intercorporate relationships among the issuer and the issuer's subsidiaries as of the most recent financial year end of the issuer. For each subsidiary state
(a) the percentage of the votes attaching to all voting securities of the subsidiary represented by voting securities beneficially owned, or over which control or direction is exercised, by the issuer;
(b) the percentage of each class of non-voting securities beneficially owned, or over which control or direction is exercised, by the issuer; and
(c) the place of incorporation or continuance.
INSTRUCTION A particular subsidiary may be omitted if
(a) the total assets of the subsidiary do not constitute more than 10 percent of the consolidated assets of the issuer at the most recent financial year end;
(b) the sales and operating revenues of the subsidiary do not exceed 10 percent of the consolidated sales and operating revenues of the issuer at the most recent financial year end; and
(c) the conditions in paragraphs (a) and (b) would be satisfied if
(i) the subsidiaries that may be omitted under paragraphs (a) and (b) were considered in the aggregate, and
(ii) the reference to 10 percent in those paragraphs were changed to 20 percent.
Item 3: General Development of the Business
3.1 Three Year History - Describe the general development of the business of the issuer over the three most recently completed financial years. Include only major events or conditions that have influenced the general development of the business of the issuer. If the business consists of the production or distribution of more than one product or the rendering of more than one kind of service, describe the principal products or services. Also discuss changes in the business of the issuer that are expected to occur during the current financial year of the issuer.
INSTRUCTION Include the business of subsidiaries only insofar as is necessary to explain the character and development of the business conducted by the combined enterprise.
3.2 Acquisitions and Dispositions
(1) Disclose
(a) any acquisition completed by the issuer during the most recently completed financial year for which financial statement disclosure would be required under Part 4 or 5 of National Instrument 44-101 if the AIF were a short form prospectus; and
(b) any significant disposition completed by the issuer during the most recently completed financial year.59
59 See sections 1.1, through 1.6 of National Instrument 44-101 for definitions and interpretation of
"significant" acquisitions and dispositions.
(2) Under paragraph (1) include particulars of
(a) the nature of the assets acquired or disposed of;
(b) the date of each acquisition or disposition;
(c) the consideration, both monetary and non-monetary, paid to or by the issuer;
(d) any material obligations that must be complied with to keep any acquisition or disposition agreement in good standing;
(e) the effect of the acquisition or disposition on the operating results and financial position of the issuer;
(f) any valuation opinion obtained within the last 12 months required under Canadian securities legislation or Canadian securities directions or a requirement of a Canadian stock exchange or other Canadian market to support the value of the consideration received or paid by the issuer or any of its subsidiaries for the assets, including the name of the author, the date of the opinion, the assets to which the opinion relates and the value attributed to the assets; and
(g) whether the transaction is at arm's length and, if not, the identity of the other parties and the relationship of the other parties to the issuer.
3.3 Trends - Discuss any trend, commitment, event or uncertainty that is both presently known to management and reasonably expected to have a material effect on the issuer's business, financial condition or results of operations, providing forward-looking information based on the issuer's expectations as of the date of the AIF.
INSTRUCTION Issuers are encouraged, but not required, to supply other forward-looking information. Optional forward-looking disclosure involves anticipating a future trend or event or anticipating a less predictable effect of a known event, trend or uncertainty. This other forward-looking information is to be distinguished from presently known information that is reasonably expected to have a material effect on future operating results, such as known future increases in costs of labour or materials, which is information required to be disclosed.
Item 4: Narrative Description of the Business
4.1 General
(1) Describe the business of the issuer with reference to the reportable operating segments as defined in the Handbook and the issuer's business in general. Include the following for each reportable operating segment of the issuer:
1. For principal products or services,
(a) the methods of their distribution and their principal markets;
(b) as dollar amounts or as percentages, for each of the two most recently completed financial years, the revenues for each category of principal products or services that accounted for 15 percent or more of total consolidated revenues for the applicable financial year derived from
(i) sales to customers, other than investees, outside the consolidated entity, and
(ii) sales or transfers to investees.
2. The competitive conditions in the principal markets and geographic areas in which the issuer operates, including, if reasonably possible, an assessment of the issuer's competitive position.
3. If there has been a public announcement of the introduction of a new product, the status of the product.
4. The sources, pricing and availability of raw materials, component parts or finished products.
5. The importance, duration and effect on the segment of identifiable intangible properties such as brand names, circulation lists, copyrights, franchises, licences, patents, software, subscription lists and trademarks.
6. The extent to which the business of the segment is cyclical or seasonal.
7. A description of any aspect of the issuer's business that may be affected in the current financial year by renegotiation or termination of contracts or sub-contracts and the likely effect.
8. The financial and operational effects of environmental protection requirements on the capital expenditures, earnings and competitive position of the issuer in the current financial year and the expected effect in future years.
9. The number of employees, as at the most recent financial year end or as an average over the year, whichever is more relevant.
10. Any risks associated with foreign operations of the issuer and any dependence of the segment upon the foreign operations.
(2) Disclose the nature and results of any bankruptcy, receivership or similar proceedings against the issuer or any of its subsidiaries, or any voluntary bankruptcy, receivership or similar proceedings by the issuer or any of its subsidiaries, within the three most recently completed financial years or the current financial year.
(3) Disclose the nature and results of any material reorganization of the issuer or any of its subsidiaries within the three most recently completed financial years or the current financial year.
4.2 Issuers with Asset-backed Securities Outstanding - For issuers with asset-backed securities outstanding that were distributed under a prospectus, disclose
(a) a description of any events, covenants, standards or preconditions that are dependant or based on the economic performance of the underlying pool of financial assets and that may impact on the timing or amount of payments or distributions to be made under the asset-backed securities;
(b) for the two most recently completed financial years of the issuer or a lesser period commencing on the first date on which the issuer had asset-backed securities outstanding, information on the underlying pool of financial assets relating to
(i) the composition of the pool as of the end of each financial year or partial period,
(ii) income and losses from the pool on at least a quarterly basis,
(iii) the payment, prepayment and collection experience of the pool on a quarterly basis, and
(iv) any significant variances experienced in the matters referred to in clauses (i), (ii) or (iii);
INSTRUCTIONS (1) Present the information required under paragraph (b) in a manner that will enable a reader to easily determine if, and the extent to which, the events, covenants, standards and preconditions referred to in paragraph (a) have occurred, are being satisfied or may be satisfied.
(2) If the information required under paragraph (b) is not compiled specifically on the underlying pool of financial assets, but is compiled on a larger pool of the same assets from which the securitized assets are randomly selected such that the performance of the larger pool is representative of the performance of the pool of securitized assets, then an issuer may comply with paragraph (b) by providing the information required based on the larger pool and disclosing that it has done so.
(c) if any of the information disclosed under paragraph (b) has been audited, the existence and results of the audit;
(d) the investment parameters applicable to investments of any cash flow surpluses;
(e) the amount of payments made in respect of principal and interest or capital and yield, each stated separately,60
60 This paragraph has been revised to clarify that the disclosure of these payments should be stated separately.
on asset-backed securities of the issuer outstanding during the most recently completed financial year or a lesser period commencing on the first date on which the issuer had asset-backed securities outstanding;
(f) the occurrence of any events that have led or with the passage of time could lead to the accelerated payment of principal or capital of asset-backed securities; and
(g) the identity of any principal obligors for the outstanding asset-backed securities of the issuer at the end of the most recent financial year or interim period, the percentage of the underlying pool of financial assets represented by obligations of each principal obligor and whether the principal obligor has filed an AIF in any jurisdiction or a Form 10-K or Form 20-F in the United States.
4.3 Issuers With Natural Resource Operations (other than Oil and Gas) -For issuers with natural resource operations, other than oil and gas operations, disclose the following information for each property material to the issuer:
1. Property Description and Location
(a) The size and location of the property.
(b) The nature and extent of the issuer's title to or interest in the property, including accompanying surface rights, the sufficiency of the rights for mining operations, obligations that must be met to retain the property and the expiry date of claims, licences and other property tenure rights.
(c) The terms of any royalties, overrides, back-in rights, payments or other agreements and encumbrances to which the property is subject.
(d) All environmental liabilities to which the property is subject.
2. Accessibility, Climate, Local Resources, Infrastructure and Physiography
(a) The means of access to the property.
(b) The proximity of the property to a population centre and the nature of transport.
(c) To the extent relevant to the mining project, the climate and length of the operating season.
(d) The availability of power and water, mining personnel and potential tailings and disposal areas.
(e) The topography, elevation and vegetation.
3. History
(a) The prior ownership of the property and ownership changes and the type, amount, quantity and results of the exploration work undertaken by previous owners, and any previous production on the property, to the extent known.
(b) If a property was acquired within the three most recently completed financial years of the issuer or during its current financial year from, or is intended to be acquired by the issuer from, an insider or promoter of the issuer or an associate or affiliate of an insider or promoter, the name and address of the vendor, the relationship of the vendor to the issuer and the consideration paid or intended to be paid to the vendor.
(c) To the extent known, the name of every person or company that has received or is expected to receive a greater than five percent interest in the consideration received or to be received by the vendor referred to in subparagraph (b).
4. Geology - The geology of the region and the property.
5. Exploration Information - The nature and extent of all exploration work and metallurgical or other testing conducted by, or on behalf of, the issuer on the property, including
(a) the results of all surveys and investigations;
(b) an interpretation of the exploration information; and
(c) whether the surveys and investigations have been carried out by the issuer or a contractor.
6. Mineralization - The mineralization encountered on the property, detailing length, width, depth, continuity and the basis of measurement together with a description of the type, character and distribution of the mineralization.
7. Sampling and Analysis - The sampling and assaying including
(a) mineral occurrences and the nature of mineralization found;
(b) mineral distributions, rock types, structural controls, cut-off grades and other parameters used to establish sampling intervals;
(c) the location, number, type, spacing and density of samples collected;
(d) the area covered;
(e) any drilling, sampling or recovery problems encountered that could materially impact the accuracy or reliability of the results;
(f) the assay procedures used; and
(g) quality control and check assay procedures.
8. Security of Samples - The measures taken to ensure the validity and security of samples taken.
9. Resources and Reserves - The resources and reserves, if any, including
(a) the quantity and grade of each category of resource and reserve;
(b) the key assumptions, parameters and methods used to estimate the resource and reserve; and
(c) the extent to which the estimate of resources and reserves may be affected by metallurgical, environmental, permitting, infrastructure, mining, legal, title, political and other issues.
10. Mining Operations - For development properties and production properties, the mining method, metallurgical process, production forecast, market contracts for sale of products, mine life and expected payback period of capital.
INSTRUCTIONS
(1) Issuers are reminded that disclosure regarding mineral exploration development or production activities on material properties is required to comply with National Instrument 43-101 Standards of Disclosure for Mineral Projects, once in force, including the use of the appropriate terminology to describe reserves and resources. Until National Instrument 43-101 is in force, issuers should refer to National Policy No. 22 Use of Information and Opinion Re Mining and Oil Properties by Registrants and Others.
(2) Disclosure is required for each property material to the issuer. Materiality is to be determined in the context of the issuer's overall business and financial condition, taking into account quantitative and qualitative factors. A property will not generally be considered material to an issuer if the book value of the property as reflected in the issuer's most recently filed financial statements or the value of the consideration paid or to be paid (including exploration obligations) is less than 10 percent of the book value of the total of the issuer's mineral properties and related plant and equipment.
(3) The information required under these items shall be derived from or supported by information obtained from the report relating to the property prepared and filed with the regulator under National Instrument 43-101 Standards of Disclosure for Mineral Projects, once in force.
(4) In giving the information required under these items, include the nature of ownership interests, such as fee interests, leasehold interests, royalty interests and any other types and variations of ownership interests.
4.4 Issuers with Oil and Gas Operations - For issuers with oil and gas operations, disclose the following (in tabular form, if appropriate):
1. Drilling Activity - The number of wells the issuer has drilled or has participated in drilling, the number of these wells that were completed as oil wells and gas wells that are capable of production, each stated separately, and the number of dry holes, expressed in each case as gross and net wells, during each of the two most recently completed financial years of the issuer.
2. Location of Production - The geographical areas of the issuer's production, the groups of oil and gas properties, the individual oil and gas properties and the plants, facilities and installations that, in each case, are owned or leased by the issuer and are material to the issuer's operations or exploratory activities.
3. Location of Wells - The location, stated separately for oil wells and gas wells, by jurisdiction, if in Canada, by state, if in the United States, and by country otherwise, of producing wells and wells capable of producing, in which the issuer has an interest and which are material, with the interest expressed in terms of gross and net wells.
4. Interest in Material Properties - For interests in material properties to which no proved reserves have been attributed, the gross acreage in which the issuer has an interest and the net interest of the issuer, and the location of acreage by geographical area.
5. Reserve Estimates - To the extent material, estimated reserve volumes and discounted cash flow from such reserves, stated separately by country and by categories and types that conform to the classifications, definitions and disclosure requirements of National Policy Statement No. 2-B Guide for Engineers and Geologists Submitting Oil and Gas Reports to Canadian Provincial Securities Administrators or any successor instrument, on both a gross and net basis as at the most recent financial year end, including information on royalties.
6. Source of Reserve Estimates - The source of the reserve estimates and whether the reserve estimates have been prepared by the issuer or by independent engineers or other qualified independent persons and any other information relating to reserve estimates required to be disclosed in an AIF by any successor instrument to National Policy Statement No. 2-B.
7. Reconciliation of Reserves - A reconciliation of the reserve volumes by categories and types that conform to the classifications, definitions and disclosure requirements of National Policy Statement No. 2-B or any successor instrument, as at the financial year end immediately preceding the most recently completed financial year to the reserve volume information furnished under paragraph 5, with the effects of production, acquisitions, dispositions, discoveries and revision of estimates shown separately if material.
8. History - For each quarter of the most recently completed financial year of the issuer, with comparative data for the same periods in the preceding financial year,
(a) the average daily production, after deduction of royalties payable in kind, of
(i) conventional crude oil,
(ii) natural gas liquids, and
(iii) natural gas;
(b) the following on a per barrel basis for conventional crude oil and natural gas liquids and on a per thousand cubic feet basis for natural gas
(i) the average net product prices received,
(ii) royalties,
(iii) operating expenses, specifying the particular items included, and
(iv) netback received;
(c) the average net product price received for the following, if the issuer's production of the following is material to the issuer's overall production,
(i) light and medium conventional crude oil,
(ii) heavy conventional crude oil, and
(iii) synthetic crude oil; and
(d) the dollar amounts expended on
(i) property acquisition,
(ii) exploration, including drilling, and
(iii) development, including facilities.
9. Future Commitments - A description of the issuer's future material commitments to buy, sell, exchange or transport oil or gas, stating for each commitment separately
(a) the aggregate price;
(b) the price per unit;
(c) the volume to be purchased, sold, exchanged or transported; and
(d) the term of the commitment.
10. Exploration and Development - A description of the issuer's current and contemplated exploration or development activities, to the extent they are material.
Item 5: Selected Consolidated Financial Information
5.1 Annual Information - Provide the following financial data for the issuer in summary form for each of the three most recently completed financial years, accompanied by a discussion of the factors affecting the comparability of the data, including discontinued operations, changes in accounting policies, significant acquisitions or material dispositions and major changes in the direction of the business:
1. Net sales or total revenues.
2. Income from continuing operations, in total and on a per share and fully diluted per share basis, calculated in accordance with the Handbook.
3. Net income or loss, in total and on a per share and fully diluted per share basis, calculated in accordance with the Handbook.
4. Total assets.
5. Total long-term financial liabilities as defined in the Handbook.
6. Cash dividends declared per share for each class of share.
7. Such other information as the issuer believes would enhance an understanding of and would highlight trends in financial condition and results of operations.
5.2 Dividends
(1) Describe any restriction that could prevent the issuer from paying dividends.
(2) Disclose the issuer's dividend policy and if a decision has been made to change the dividend policy, disclose the intended change in dividend policy.
5.3 Foreign GAAP - An issuer may present the selected consolidated financial information required in this Item 5 on the basis of foreign GAAP if
(a) the issuer's primary financial statements have been prepared using foreign GAAP; and
(b) if the issuer is required under securities legislation to have reconciled its financial statements to Canadian GAAP at the time of filing its financial statements or the issuer has otherwise done so at that time, a cross-reference to the notes to the financial statements containing the reconciliation is included.
Item 6: Management's Discussion and Analysis
6.1 Schedule 1 Disclosure
(1) Provide the disclosure required under Schedule 1 to this Form.
(2) If an issuer has securities registered under the 1934 Act, the issuer may satisfy the requirement in paragraph (1) by including disclosure that is required under the item requirements applicable to it under the 1934 Act for management’s discussion and analysis.
6.2 Foreign GAAP - If an issuer's primary financial statements have been prepared using foreign GAAP and the issuer is required under securities legislation to have reconciled its financial statements to Canadian GAAP at the time of filing its financial statements, or has otherwise done so at that time, then provide a cross-reference in the MD&A to the notes to the financial statements containing the reconciliation.
Item 7: Market for Securities
7.1 Market for Securities - Identify the exchange(s) and quotation system(s) on which the issuer's securities are listed and posted for trading or quoted.
Item 8: Directors and Officers
8.1 Name, Address, Occupation and Security Holding
(1) List the name and municipality of residence of each director and executive officer of the issuer and indicate their respective positions and offices held with the issuer and their respective principal occupations within the five preceding years.
(2) State the period or periods during which each director has served as a director and when his or her term of office will expire.
(3) State the number and percentage of securities of each class of voting securities of the issuer or any of its subsidiaries beneficially owned, directly or indirectly, or over which control or direction is exercised, by all directors and executive officers of the issuer as a group.
INSTRUCTION Securities of subsidiaries that are beneficially owned, directly or indirectly, or over which control or direction is exercised by directors or executive officers through ownership or control or direction over securities of the issuer do not need to be included.
(4) Disclose the board committees of the issuer and identify the members of each committee.
(5) If the principal occupation of a director or officer of the issuer is acting as an officer of a person or company other than the issuer, disclose the fact and state the principal business of the person or company.
8.2 Corporate Cease Trade Orders or Bankruptcies - If a director or officer of the issuer, or a shareholder holding a sufficient number of securities of the issuer to affect materially the control of the issuer, is, or within the 10 years before the date of the AIF has been, a director or officer of any other issuer that, while that person was acting in that capacity,
(a) was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact.
8.3 Penalties or Sanctions
(1) Describe the penalties or sanctions imposed and the grounds on which they were imposed, or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a director or officer of the issuer, or a shareholder holding a sufficient number of securities of the issuer to affect materially the control of the issuer, has
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
(2) Despite paragraph (1), no disclosure is required of a settlement agreement entered into before the date National Instrument 44-101 came into force unless the disclosure would likely be considered important to a reasonable investor in making an investment decision.
8.4 Personal Bankruptcies - If a director or officer of the issuer, or a shareholder holding a sufficient number of securities of the issuer to affect materially the control of the issuer has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or officer, state the fact.
8.5 Conflicts of Interest - Disclose particulars of existing or potential material conflicts of interest between the issuer or a subsidiary of the issuer and a director or officer of the issuer or a subsidiary of the issuer.
Item 9: Additional Information
9.1 Additional Information
(1) Include a statement to the effect that the issuer, upon request to the secretary of the issuer, will provide to any person or company
(a) when the securities of the issuer are in the course of a distribution under a preliminary short form prospectus or a short form prospectus,
(i) one copy of the AIF of the issuer, together with one copy of any document, or the pertinent pages of any document, incorporated by reference in the AIF,
(ii) one copy of the comparative financial statements of the issuer for its most recently completed financial year for which financial statements have been filed together with the accompanying report of the auditor and one copy of the most recent interim financial statements of the issuer that have been filed, if any, for any period after the end of its most recently completed financial year,
(iii) one copy of the information circular of the issuer in respect of its most recent annual meeting of shareholders that involved the election of directors or one copy of any annual filing prepared instead of that information circular, as appropriate, and
(iv) one copy of any other documents that are incorporated by reference into the preliminary short form prospectus or the short form prospectus and are not required to be provided under clauses (i), (ii) or (iii); or
(b) at any other time, one copy of any documents referred to in clauses (a)(i), (ii) and (iii), provided that the issuer may require the payment of a reasonable charge if the request is made by a person or company who is not a securityholder of the issuer.
(2) Include a statement to the effect that additional information including directors' and officers' remuneration and indebtedness, principal holders of the issuer's securities, options to purchase securities and interests of insiders in material transactions, if applicable, is contained in the issuer's information circular for its most recent annual meeting of shareholders that involved the election of directors, and that additional financial information is provided in the issuer's comparative financial statements for its most recently completed financial year.
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
SCHEDULE 1 TO FORM 44-101F1
MD&A
INSTRUCTION
(1) MD&A is supplemental analysis and explanation that accompanies, but does not form part of, an issuer's financial statements. MD&A provides management with the opportunity to discuss an issuer's current financial results, position and future prospects. MD&A is intended to give a reader the ability to look at the issuer through the eyes of management by providing both a historical and prospective analysis of the business of the issuer. MD&A requires that management discuss the dynamics of the business and analyze the financial statements. Coupled with the financial statements, this information should enable readers to better assess the issuer's performance, position and future prospects.
(2) Focus the MD&A on material information about the financial condition of the issuer, as well as its operations, with particular emphasis on liquidity, capital resources and known material trends, commitments, events, risks or uncertainties that are reasonably expected to have a material effect on the issuer's business, financial condition or results of operations.
(3) In this Schedule, "capital resources" means indebtedness, share capital and any other financial arrangement, whether or not it is reflected on the balance sheet of an issuer, that can reasonably be considered to provide financial resources to the issuer.
(4) Issuers are not required to disclose information described in this Schedule if the information is not material.
(5) If information required under this Schedule is disclosed in a note to an issuer's financial statements, the issuer may comply with the disclosure requirement by providing a cross-reference to the note in which the information appears.
(6) Focus the MD&A on the primary financial statements, even if the primary financial statements have been prepared using foreign GAAP.
(7) The nature of the disclosure required under this Schedule is intentionally general. This Schedule contains a minimum of specific instructions in order to allow, as well as encourage, issuers to discuss their businesses in the most appropriate manner and to tailor their comments to their individual circumstances. Issuers should avoid boilerplate.
Item 1: General
(1) Provide an analysis of the issuer's financial condition, cash flows and results of operations in the most recently completed financial year, including a comparison against the previously completed financial year. Provide all information necessary to understand the analysis and comparison. Include
(a) an analysis and comparison over a period longer than two financial years if necessary to describe a trend;
(b) an analysis and comparison on the basis of each reportable operating segment or other part of the business, as well as on the issuer as a whole, if necessary to understand the analysis and comparison;
INSTRUCTION In making the determination whether an analysis and comparison on the basis of a reportable operating segment or other part of the business is required, give consideration to whether any part of the business has a disproportionate effect on revenues, profitability or cash needs; whether there are any legal or other restrictions on the free flow of funds from one part of the issuer's business to another; and whether known trends, demands, commitments, events or uncertainties within a part of the business are reasonably likely to have a material effect on the business as a whole.
(c) factors internal to the issuer as well as external economic and industry factors affecting the issuer;
(d) an explanation of why changes have or have not occurred in the financial condition and results of operations of the issuer;
INSTRUCTION In providing an explanation of causes affecting more than one item, an overall analysis is sufficient.
(e) the effect of discontinued operations; and
(f) major changes in the direction of the business.
INSTRUCTION Issuers need only include information that is reasonably available to the issuer and that does not clearly appear in the issuer's financial statements. Numerical data included in, or readily calculable from, the financial statements need not be repeated in the analysis and comparison. For example, if it is clear from the comparative financial statements what the amount of increase or decrease in revenues or the respective percentage change would be from the prior year, it is not necessary to include this information in the discussion since it is readily calculable. Nonetheless, showing these increases and decreases immediately before the discussion is often useful to readers.
(2) Describe and quantify any events or items that have had a material impact on the issuer's financial condition, cash flows or results of operations during the issuer's fourth quarter of its most recently completed financial year, including extraordinary or infrequently occurring items, year-end and other adjustments and disposals of business segments.
INSTRUCTION Infrequently occurring items are those which do not have all of the characteristics of extraordinary items, as that term is defined by the Handbook, but result from transactions or events that are not expected to occur frequently over several years or are not typical of the issuer's normal business activities.
(3) Disclose information on risks and uncertainties facing the issuer necessary to understand the issuer's financial condition, changes in financial condition and results of operations.
(4) Provide an analysis of the risks, events and uncertainties that could cause reported financial information to not necessarily be indicative of future operating results or of future financial position. Include both qualitative and quantitative descriptions of factors that
(a) could have an effect on future operations or financial position and have not had an effect in the past; and
(b) have had an effect on reported operations or financial position, and are not expected to have an effect in the future.
(5) Describe any changes in the accounting policies of the issuer adopted subsequent to its most recent financial year end or any changes in its accounting policies that are expected to be adopted by the issuer, including those resulting from a change in an accounting standard, or the issuance of a new accounting standard, that does not require adoption until some future date. Disclose the estimated effect on the financial statements of the implementation of any changes in the accounting policies described.
(6) If not already disclosed in the issuer's financial statements, provide
(a) a discussion of the nature and extent of the issuer's use of financial instruments and the business purposes that they serve;
INSTRUCTION The discussion should be designed to enhance a reader's understanding of the significance of recognized and unrecognized financial instruments on the issuer's financial position, results and cash flows. The information should also be designed to assist a reader in assessing the amounts, timing, and certainty of future cash flows associated with those instruments.
(b) an analysis of the risks associated with the issuer's financial instruments;
(c) an analysis of management's policies for controlling the risks associated with the issuer's financial instruments, including an analysis of, if applicable, the issuer's policies for the hedging of risk exposures, the avoidance of undue concentrations of risk and any requirements for collateral to mitigate credit risks, and, if the issuer has no policies for controlling the risks associated with the issuer's financial instruments, a statement indicating that the issuer does not have any such policies;
INSTRUCTION If the issuer is exposed to significant price, credit or liquidity risks, consideration should be given to providing a sensitivity analysis or tabular information that assists readers in assessing the degree of exposure. For example, an analysis of the effect of a hypothetical change in the prevailing level of interest or currency rates on the fair value of financial instruments and future earnings and cash flows may be useful in describing the issuer's exposure to price risk.
(d) a discussion of the relationships between financial instruments and the components of individual financial instruments that may affect the amount, timing or certainty of cash flows;
INSTRUCTION For example, a discussion of the existence and terms of master netting agreements and the relationship between liability and equity components of convertible debt instruments would be appropriate.
(e) disclosure of significant accounting policies for financial instruments, including a description of how each class of financial instrument is reported in the financial statements, the policies for recognition and measurement of financial instruments, and the financial statement classification of gains and losses; and
(f) significant assumptions made in determining the fair value of financial instruments, the total amount of the change in fair value of financial instruments recognized in income for the period, and the total amount of deferred or unrecognized gains and losses on financial instruments.
(7) If a decision to proceed with a transaction has been made by an issuer's board of directors, or by senior management with the expectation of concurrence from the board of directors, and the transaction involves an asset acquisition or disposition or an acquisition or disposition of a business, whether structured as an asset or share transaction, discuss the transaction and its anticipated effect as part of MD&A. Disclosure is not required if the issuer has made a confidential filing under the continuous disclosure provisions of securities legislation.
Item 2: Quarterly Information
(1) Subject to paragraphs (2) and (3), for each of the eight most recently completed quarters ending at the end of the most recently completed financial year, provide the information required in paragraphs 1, 2 and 3 of Item 5.1 of the AIF.
(2) For an issuer that has not been a reporting issuer for the eight most recently completed quarters ending at the end of the most recently completed financial year, provide the information required in paragraphs 1, 2 and 3 of Item 5.1 of the AIF for the period that the issuer was not a reporting issuer only if the issuer has prepared quarterly financial statements for that period.
(3) If the issuer is only required to file six month interim financial statements, the information required under paragraph (1) may instead be provided for each of the four most recently completed six month periods ended at the end of the most recently completed financial year.
Item 3: Liquidity and Capital Resources
(1) With respect to the issuer's liquidity,
(a) discuss the ability of the issuer to generate adequate amounts of cash and cash equivalents, in the short term and the long term, when needed and to maintain capacity to provide for planned growth;
(b) identify any known trends or expected fluctuations in the issuer's liquidity, taking into account known demands, commitments, events or uncertainties; if a deficiency is identified, indicate the course of action that has been taken or is proposed to be taken to remedy the deficiency;
(c) describe those balance sheet conditions or income or cash flow items that the issuer believes may be indicators of its liquidity;
(d) describe generally the requirements relating to working capital;
INSTRUCTION Examples of the disclosure required under this paragraph include situations where significant quantities of inventory are required to be carried to meet rapid delivery requirements of customers or where extended payment terms have been provided to customers or furnished by suppliers.
(e) disclose the nature and extent of legal or practical restrictions on the ability of subsidiaries to transfer funds to the issuer and the effect that these restrictions have had or are expected to have on the ability of the issuer to meet its obligations; and
(f) if the issuer is in arrears in the payment of dividends, interest or principal payment on borrowings, disclose this fact and provide details; if the issuer is in default on any debt covenants or was in default during the most recently completed financial year, disclose information concerning the default and the method or anticipated method of curing the default; if the issuer is unable to make required redemptions or retractions or sinking fund payments, disclose this information and provide details; and if the issuer anticipates being, in the current financial year, in any of the circumstances described in this paragraph, disclose this information and provide details.
(2) With respect to the issuer's capital resources,
(a) describe and quantify commitments for capital expenditures as of the end of the most recently completed financial year, indicate the general purpose of these commitments and the anticipated source of funds needed to fulfil these commitments, and quantify expenditures that are necessary but not yet committed to meet plans discussed under MD&A or elsewhere in the AIF;
(b) describe any known trends, favourable or unfavourable, in the issuer's capital resources, indicating any expected changes in the mix and relative cost of these resources; and
(c) briefly discuss sources of financing that have been arranged but not yet utilized.
INSTRUCTION Discussions of liquidity and capital resources may be combined if this facilitates the discussion.
Item 4: Results of Operations
(1) Describe any unusual or infrequent events or transactions and any significant economic changes that in each case materially affect income or loss from continuing operations and the extent to which income or loss from continuing operations is affected. Also disclose any other significant components of revenue or expense necessary to understand the results of operations.
(2) Describe any known trends or uncertainties that have had or that the issuer reasonably expects will have a favourable or unfavourable effect on net sales or revenues or income or loss from continuing operations. If the issuer knows of factors that are expected to cause a change in the relationship between costs and revenues, disclose the expected change in the relationship and the cause.
INSTRUCTION Examples of such events include known future changes in costs of labour or materials or price changes or inventory adjustments.
(3) Provide a discussion of the extent to which any changes in net sales or revenues are attributable to changes in selling prices, to changes in the volume or quantity of goods or services being sold, or to the introduction of new products or services.
(4) Discuss briefly any effect of inflation and specific price changes on the issuer's net sales and revenues and on income or loss from continuing operations. For purposes of the discussion, no specific numerical financial data need be presented.