Notice of Ministerial Approval: NI - 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings

NOTICE OF MINISTERIAL APPROVAL

OF

NATIONAL INSTRUMENT 52-109

CERTIFICATION OF DISCLOSURE IN ISSUERS' ANNUAL AND INTERIM FILINGS

AND

CONSEQUENTIAL AMENDMENT TO

NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS

On October 14, 2008, the Minister of Finance approved, pursuant to section 143.3 of the Securities Act (Ontario), the following rules made by the Ontario Securities Commission (together, the Rules):

• National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, including Forms 52-109F1, 52-109FV1, 52-109 -- IPO/RTO, 52-109F1R, 52-109F1 -- AIF, 52-109F2, 52-109FV2, 52-109F2 -- IPO/RTO, and 52-109F2R, which repeals and replaces Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, including Forms 52-109F1, 52-109FT1, 52-109F2, and 52-109FT2; and

• Amendment Instrument to Form 51-102F1 Management's Discussion & Analysis of National Instrument 51-102 Continuous Disclosure Obligations.

The Rules were previously made by the Commission on August 5, 2008. On August 5, 2008, the Commission also adopted as a policy Companion Policy 52-109CP Certification of Disclosure in Issuers' Annual and Interim Filings (the Companion Policy).

Previously, the Rules, the Companion Policy and related materials were published in the OSC Bulletin on August 15, 2008. The Rules and the Companion Policy will come into force in Ontario on December 15, 2008.

As indicated in the CSA Notice published on August 15, 2008, the following notices are withdrawn in Ontario effective December 15, 2008:

• CSA Staff Notice 52-311 Regarding the Required Forms of Certificates under MI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;

• CSA Staff Notice 52-316 Certification of Design of Internal Control Over Financial Reporting;

• CSA Staff Notice 52-322 Status of Proposed Repeal and Replacement of Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;

• CSA Multilateral Staff Notice 57-302 Failure to File Certificates Under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings; and

• Ontario Securities Commission Staff Notice 52-717 Certification of Annual and Interim Certificates -- Venture Issuer Basic Certificates.

The Rules and the Companion Policy are published in Chapter 5 of this issue of the OSC Bulletin.

October 24, 2008