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

NOTICE OF MINISTERIAL APPROVAL OF

NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS
FORMS 51-102F1, 51-102F2, 51-103F3, 51-102F4, 51-102F5 and 51-102F6

AND

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

AND

RELATED AMENDMENTS TO AND REVOCATION OF INSTRUMENTS

AND

ONTARIO REGULATION AMENDING REG. 1015 OF R.R.O. 1990

All of the instruments listed below are being published in Chapter 5 of this Bulletin. The Regulation is being published in Chapter 9.

On February 16, 2004 the Minister of Finance approved the following rules (the Rules) which came into force on March 30, 2004:

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 effective May 19, 2005

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.

The following related policies (the Policies) also came into force on March 30, 2004:

1.

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

2.

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 in a Supplement to the Bulletin on December 19, 2003 (2003) 26 OSCB Issue 51 (Supp-3).

On February 25, 2004, the Minister of Finance approved an Ontario Regulation amending and/or revoking certain provisions of Regulation 1015 in order to effectively implement the Rules. This Regulation was filed as O. Reg 56/04 on March 10, 2004 and was published in the Ontario Gazette on March 27, 2004.