51-102CP - Continuous Disclosure Obligations [CP Blackline Amendment Proposed - Lapsed]

Concurrently Published:

• BCN 2009/20 - Notice and Request for Comment on Proposed Amendments to National Instrument 51-102 Continuous Disclosure Obligations, Forms 51-102F1, 51-102F2, 51-102F4, 51-102F5, 51-102F6, and Companion Policy 51-102CP and Proposed Amendments to National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers and Companion Policy 71-102CP [BCN - Lapsed]

Table of Contents

PART 1 INTRODUCTION AND DEFINITIONS

1.1 Introduction and Purpose
1.2 Filing Obligations
1.3 Corporate Law Requirements
1.4 Definitions
1.5 Plain Language Principles
1.6 Signature and Certificates
1.7 Audit Committees
1.8 Acceptable Accounting Principles, and Auditing Standards and Reporting Currency
1.9 Ordinary Course of Business
1.10 Material Deficiencies

PART 2 FOREIGN ISSUERS AND INVESTMENT FUNDS

2.1 Foreign Issuers
2.2 Investment Funds

PART 3 FINANCIAL STATEMENTS

3.1 Financial Year
3.2 Audit of Comparative Annual Financial Statements
3.3 Filing Deadline for Annual Financial Statements and Auditor’s Report
3.4 Auditor Involvement with an Interim Financial Statements Report
3.5 Delivery of Financial Statements
3.6 Comparative Interim Financial Information After Becoming a Reporting Issuer
3.7 Change in Year-End
3.8 Reverse Takeovers
3.9 Change in Corporate Structure
3.10 Change of Auditor

PART 4 DISCLOSURE AND PRESENTATION OF FINANCIAL INFORMATION

4.1 Disclosure of Financial Results Information
4.2 Non-GAAP Financial Measures
4.3 Presentation of Financial Information

PART 4A FORWARD-LOOKING INFORMATION

4A.1 Application
4A.2 Reasonable Basis
4A.3 Material Forward-Looking Information
4A.4 Location of Disclosure
4A.5 Disclosure of Cautionary Language and Material Risk Factors
4A.6 Disclosure of Material Factors or Assumptions
4A.7 Date of Assumptions
4A.8 Time Period
4A.9 FOFI

PART 5 MD&A

5.1 Delivery of MD&A
5.2 Additional Information for Venture Issuers Without Significant Revenue
5.3 Disclosure of Outstanding Share Data
5.4 Additional Disclosure for Equity Investees
5.5 Previously Disclosed Material Forward-Looking Information

PART 6 AIF

6.1 Additional and Supporting Documentation
6.2 AIF Disclosure of Asset-backed Securities

PART 7 MATERIAL CHANGE REPORTS

7.1 Publication of News Release

PART 8 BUSINESS ACQUISITION REPORTS

8.1 Obligations to File a Business Acquisition Report
8.2 Significance Tests
8.3 Optional Significance Tests
8.4 Financial Statements of Related Businesses
8.5 Application of the Significance Tests for Step-By-Step Acquisitions Multiple Investments in the Same Business
8.6 Preparation of Divisional and Carve-out Financial Statements
8.7 Preparation of Pro Forma Financial Statements Giving Effect to Significant Acquisitions
8.7.1 Financial Year End Changed
8.8 Relief from the Requirement to Audit Operating Statements of an Oil and Gas Property
8.9 Exemptions From Requirement for Financial Statements in a Business Acquisition Report
8.10 Audits and Auditor Review of Financial Statements of an Acquired Business

PART 9 PROXY SOLICITATION AND INFORMATION CIRCULARS

9.1 Beneficial Owners of Securities
9.2 Prospectus-level Disclosure in Certain Information Circulars
9.3 Proxy Solicitations Made to the Public by Broadcast, Speech or Publication

PART 10 ELECTRONIC DELIVERY OF DOCUMENTS

10.1 Electronic Delivery of Documents

PART 11 ADDITIONAL DISCLOSURE REQUIREMENTS

11.1 Additional Filing Requirements
11.2 Re-filing Documents or Re-stating Financial Information

PART 12 FILING OF CERTAIN DOCUMENTS

12.1 Statutory or Regulatory Instruments
12.2 Contracts that Affect the Rights or Obligations of Securityholders
12.3 Material Contracts

PART 13 EXEMPTIONS

13.1 Prior Exemptions and Waivers

PART 14 TRANSITION

14.1 Transition - Application of Amendments

APPENDIX A -

EXAMPLES OF FILING REQUIREMENTS FOR CHANGES IN THE YEAR END