51-103F1 - Annual and Mid-Year Reports [F Proposed - Lapsed]

Concurrently Published:

• 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 INSTRUCTIONS
1. Overview of Annual and Mid-Year Reports
2. Focus on Material Information
3. Guidelines for MD&A
4. Defined Terms
5. Repetition and Incorporating Information by Reference
6. Plain Language
7. Format
8. Omitting Information
9. Date of Information
10. Forward-Looking Information
11. Available Prior Period Information
12. Use of “Financial Condition”
13. Table of Contents

PART 2 DISCLOSURE OF BUSINESS
14. Cover Page
15. Corporate Structure
16. Description of Business
17. Two-Year History and MD&A in an Annual Report
18. Objectives, Performance Targets and Milestones
19. Off-Balance Sheet Arrangements
20. Significant Equity Investees
21. Forward-Looking Information, FOFI and Financial Outlooks
22. Risk Factors
23. Legal and Regulatory Proceedings
24. Material Contracts

PART 3 OUTSTANDING SECURITIES AND TRADING INFORMATION
25. Outstanding, Escrowed and Fully-Diluted Securities
26. Founders, Principal Holders and Control Persons
27. Reporting Insiders
28. Trading Price and Volume

PART 4 BIOGRAPHICAL AND SECURITY INFORMATION FOR DIRECTORS AND EXECUTIVE OFFICERS
29. Directors’ and Executive Officers’ Biographical Information and Securityholdings

PART 5 COMPENSATION, OPTIONS AND INCENTIVE PLANS
30. Director and Executive Officer Compensation
31. IFRS Compliance Exemption
32. Oversight and Description of Director and Executive Officer Compensation
33. Employment, Consulting and Management Agreements
34. Stock Options, Compensation Securities and Instruments
35. Stock Option Plans and Other Incentive Plans

PART 6 MATERIAL RELATED ENTITY TRANSACTIONS AND INDEBTEDNESS
36. Related Entity Indebtedness
37. Other Material Related Entity Transactions

PART 7 INTERESTS OF EXPERTS
38. Names of Experts
39. Interests of Experts

PART 8 BOARD AND GOVERNANCE MATTERS
40. Board Committees
41. Governance and Ethical Conduct
42. Auditor Independence

PART 9 CONTENTS OF A MID-YEAR REPORT
43. Mid-Year Report Contents
44. Mid-Year Report MD&A
45. Mid Year Interim Financial Report in Mid-Year Report
46. Certification of Mid-Year Report

PART 10 ANNUAL FINANCIAL STATEMENTS
47. Annual Financial Statements

PART 11 DISCLOSURE CERTIFICATE
48. Required Certificate
49. Signing of Certificate
50. CEO and CFO Certificate