Final Rule (effective March 15, 2000): NI - 62-102 - Disclosure of Outstanding Share Data

NATIONAL INSTRUMENT 62-102

DISCLOSURE OF OUTSTANDING SHARE DATA

PART 1 INTERPRETATION

1.1 Interpretation - Terms defined or interpreted in National Instrument 62-103 The Early Warning System andRelated Take-over Bid and Insider Reporting Issues and used in this Instrument have the respective meaningsascribed to them in National Instrument 62-103.

PART 2 DISCLOSURE OF OUTSTANDING SHARE DATA

2.1 Disclosure of Outstanding Share Data

(1) A reporting issuer shall include the disclosure required by this section in

(a) its annual and interim financial statements filed under securities legislation, or

(b) a supplement to each of its annual and interim financial statements filed under securitieslegislation, if the supplement is filed and sent to securityholders with the applicable annual andinterim financial statements.

(2) The disclosure prepared by a reporting issuer under this section shall be prepared as of the latestpracticable date and shall include disclosure as of that date.

(3) The disclosure prepared by a reporting issuer under this section shall consist of the designation andnumber or principal amount of

(a) each class and series of voting or equity securities of the reporting issuer that are outstanding;

(b) each class and series of securities of the reporting issuer that are outstanding and that areconvertible into, or exercisable or exchangeable for, voting or equity securities of the reportingissuer; and

(c) to the extent determinable, each class and series of voting or equity securities of the reportingissuer into which, or for which, any outstanding securities of the reporting issuer are convertible,exercisable or exchangeable.

2.2 Relief - Section 2.1 does not apply to a reporting issuer that is not incorporated, continued or organized underthe laws of Canada or a jurisdiction if

(a) both

(i) the number of voting or equity securities of each class of the reporting issuer held by registeredor beneficial security holders in Canada is less than 10 per cent of the outstanding securities ofthe class, and

(ii) the reporting issuer publicly reports outstanding share information periodically; or

(b) the reporting issuer

(i) has a class of securities registered under section 12(b) or 12(g) of the 1934 Act or is requiredto file reports under section 15(d) of the 1934 Act,

(ii) reports outstanding share information in compliance with the 1934 Act, and

(iii) files a copy of all filings made under the 1934 Act promptly after their filing with the SEC.

PART 3 EXEMPTION

3.1 Exemption

(1) The regulator or the securities regulatory authority may grant an exemption to this Instrument, in wholeor in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.

PART 4 EFFECTIVE DATE

4.1 Effective Date - This Instrument comes into force on March 15, 2000.

NATIONAL INSTRUMENT 62-102

DISCLOSURE OF OUTSTANDING SHARE DATA

TABLE OF CONTENTS

PART    TITLE

PART 1 INTERPRETATION

1.1 Interpretation

PART 2 DISCLOSURE OF OUTSTANDING SHARE DATA

2.1 Disclosure of Outstanding Share Data

2.2 Relief

PART 3 EXEMPTION

3.1 Exemption

PART 4 EFFECTIVE DATE

4.1 Effective Date