51-103 - Ongoing Governance and Disclosure Requirements for Venture Issuers [NI Proposed - Lapsed]

Concurrently Published:

• 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]
• 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]

PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION
1. Definitions
2. Interpretation
3. Application

PART 2 DISCLOSURE OBLIGATIONS

PART 3 GOVERNANCE RESPONSIBILITIES
4. Conflicts of Interest and Material Related Entity Transactions
5. Audit Committees
6. Trading Policies

PART 4 PERIODIC DISCLOSURE
7. Approval and Filing of Annual Report
8. Annual Report and Annual Financial Statements
9. Approval and Filing of Mid-Year Report
10. Mid-Year Report and Mid-Year Interim Financial Report
11. First Annual Financial Statements and Mid-Year Interim Financial Reports After Becoming a Reporting Issuer
12. Delivery Options for an Annual Report or Mid-Year Report
13. Interim Financial Reports for Optional Interim Periods

PART 5 PROXY SOLICITATION AND INFORMATION CIRCULARS
14. Requirements for Proxy Form and Information Circular
15. Delivery Options for Proxy Form
16. Delivery Options for Information Circular and Proxy Related Materials
17. Dissident Proxy Solicitation Exemption
18. Other Solicitation Exemptions

PART 6 MATERIAL CHANGES, MATERIAL RELATED ENTITY TRANSACTIONS AND MAJOR ACQUISITIONS
19. Disclosure of Material Changes, Material Related Entity Transactions and Major Acquisitions
20. Contents of Report of Material Change, Material Related Entity Transaction or Major Acquisition
21. Filing Deadline for Report of Material Change, Material Related Entity Transaction or Major Acquisition
22. Financial Statement Requirements for a Major Acquisition
23. Contents of Mid-Year Interim Financial Report – Canadian GAAP Applicable to Private Enterprises
24. Financial Statements for Related Businesses
25. Exemption for Major Acquisitions Accounted for Using the Equity Method
26. Exemption for Major Acquisitions if Financial Year End Changed
27. Exemption from Comparatives if Mid-Year Interim Financial Report Not Previously Prepared
28. Exemption for Multiple Investments in the Same Business
29. Exemption for an Acquisition of an Interest in an Oil and Gas Property
30. Disclosure and Financial Statements for a Restructuring Transaction
31. Confidential Report of Material Change

PART 7 OTHER REQUIRED DISCLOSURE
32. Disclosure Made in Other Jurisdictions or Sent to Securityholders
33. Change of Reporting Issuer Status or Name
34. Securityholder Documents and Material Contracts
35. Change of Auditor
36. Financial News Release
37. Forward-Looking Information, FOFI and Financial Outlooks
38. Change in Year End
39. Reverse Takeovers
40. Refiling of a Continuous Disclosure Document

PART 8 EXEMPTIONS
41. Discretionary Exemptions
42. SEC Issuers
43. Exemptions for Exchangeable Security Issuers, Credit Support Issuers
44. Existing Exemptions

PART 9 EFFECTIVE DATE AND TRANSITION
45. Effective Date
46. Transition

PART 10 LANGUAGE OF DOCUMENTS
47. Language of Documents