51-102 - Continuous Disclosure Obligations [NI Amendment Proposed - Lapsed]

Concurrently Published:

• 51-102F2 - Annual Information Form [F Amendment Proposed - Lapsed]
• 51-102F5 - Information Circular [F Amendment Proposed - Lapsed]
• 51-102F6 - Statement of Executive Compensation [F Proposed - Lapsed]
• BCN 2007/14 - Request for Comment on Proposed repeal and substitution of Form 51-102F6 Statement of Executive Compensation (51-102F6) and Proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations, Form 51-102F2 and Form 51-102F5 (the 51-102 amendments) and Proposed consequential amendments to Multilateral Instrument 52-110 Audit Committees and National Instrument 58-101 Disclosure of Corporate Governance Practises (the proposed consequential amendments) [BCN - Lapsed]

1. National Instrument 51-102 Continuous Disclosure Obligations is amended by this Instrument.

2. Subsection 1.1(1) is amended by repealing the definition of "venture issuer" and substituting the following,

"venture issuer" means a reporting issuer that, as at the applicable time,

(a) in the case of a reporting issuer that has distributed only debt securities to the public, other than an issuer of asset-backed securities, had total assets of less than $25 million, and

(b) in the case of

(i) a reporting issuer other than a reporting issuer that has distributed only debt securities to the public, and

(ii) a reporting issuer that is an issuer of asset-backed securities,

did not have any of its securities listed or quoted on any of: the Toronto Stock Exchange; a marketplace in the United States of America; or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc;

where the "applicable time" means: in respect of Parts 4 and 5 of this Instrument and Form 51-102F1, the end of the applicable financial period; in respect of Parts 6 and 9 of this Instrument and Form 51-102F6, the end of the most recently completed financial year; in respect of Part 8 of this Instrument and Form 51-102F4, the date of acquisition; and in respect of section 11.3 of this Instrument, the date of the meeting of the securityholders.

3. Section 11 is amended by adding the following after section 11.5,

 11.6  Executive Compensation Disclosure for Venture Issuers

 A venture issuer that does not send a management information circular to  its securityholders must provide the disclosure required by Form 51-102F6  by filing a completed Form 51-102F6 not later than 140 days after the  end of its most recently completed financial  year.

4. Form 51-102F6 which came into force on March 30, 2004 is hereby repealed and substituted with the Form 51-102F6 attached at appendix B.

5. This amendment comes into force ", 2007.