Notice of Commission Approval: NI 51-102 - Continuous Disclosure Obligations

NOTICE OF COMMISSION APPROVAL OF

NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS,
FORMS 51-102F1, 51-102F2, 51-103F3,

51-102F4, 51-102F5 and 51-102F6, COMPANION POLICY 51-102CP

AND

RULE 51-801 IMPLEMENTING NATIONAL INSTRUMENT
51-102 CONTINUOUS DISCLOSURE OBLIGATIONS

AND COMPANION POLICY 51-801CP

AND

RELATED AMENDMENTS TO AND REVOCATION OF INSTRUMENTS

All of the instruments listed below are being published as a supplement to this bulletin. Full Notices of these instruments are contained in that supplement.

On December 9, 2003 the Commission made, as rules (the Rules) under the Securities Act (Ontario) (the Act):

1.

a) NI 51-102, which contains the following Forms:

• Form 51-102F1 Management Discussion and Analysis (MD&A);

• Form 51-102F2 Annual Information Form (AIF);

• Form 51-102F3 Material Change Report (MCR);

• Form 51-102F4 Business Acquisition Report (BAR);

• Form 51-102F5 Information Circular; and

• Form 51-102F6 Statement of Executive Compensation (collectively the Forms).

b) related amendments to National Instrument 44-101 Short Form Prospectus Distributions, (NI 44-101)

c) related amendments to Form 44-101F3 Short Form Prospectus (Form 44-101F3)

d) revocation of Form 44-101F1 AIF and Form 44-101F2 MD&A

e) related amendments to, and revocation at a later effective date of, National Instrument 62-102 Disclosure of Outstanding Share Data (NI 62-102) and

f) related amendments to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103); and

2. Commission Rule 51-801 Implementing National Instrument 51-102 Continuous Disclosure Obligations (Rule 51-801), which includes:

a) related amendments to and subsequent revocation of Commission Rule 51-501 AIF and MD&A

b) related amendments to and subsequent revocation of Commission Rule 52-501 Financial Statements

c) revocation of Commission Rule 54-501 Prospectus Disclosure

d) related amendments to Commission Rule 56-501 Restricted Shares and

e) related amendments to Form 41-501F1 Information Required In A Prospectus.

Also on December 9, 2003, the Commission adopted, as policies (the Policies) under section 143 of the Act,:

3.

a) Companion Policy 51-102CP to NI 51-102 (51-102CP)

b) related amendments to Companion Policy 44-101CP

c) related amendments to National Policy 31 Change of Auditor of a Reporting Issuer (NP 31);

d) related amendments to National Policy 51 Changes in the Ending Date of a Financial Year and in Reporting Status (NP 51); and

4.

a) Companion Policy 51-801CP to Rule 51-801 (51-801CP)

b) an amendment to Companion Policy 51-501 AIF and MD&A (51-501CP)

c) rescission of the following Companion Policies to Commission rules, effective May 19, 2005, the same date those rules are revoked: 51-501CP and 52-501CP; and

d) rescission, effective March 30, 2004, of the following Commission Policies:

(i) 52-601CP Applications for Exemption from Preparation and Mailing of Interim Financial Statements, Annual Financial Statements and Proxy Solicitation Material and

(ii) 51-603CP Reciprocal Filings

The Rules and Policies were most recently published for comment on June 20, 2003 at (2003) 26 OSCB 4577.

The Rules were delivered to the Minister of Finance on December 19, 2003. If the Minister does not approve or reject the Rules or return them for further consideration, they will come into force on March 30, 2004.