THE MANITOBA SECURITIES COMMISSION
MSC RULE 2010-21
(Section 149.1, The Securities Act)
AMENDMENT INSTRUMENT FOR
NATIONAL INSTRUMENT 41-101
GENERAL PROSPECTUS REQUIREMENTS
Although this amendment instrument amends section headers in National Instrument 41-101, section headers
do not form part of the instrument and are inserted for ease of reference only.
1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument.
2. Section 1.1 is amended
(a) after the definition of "acquisition", by adding the following definition:
"acquisition date" has the same meaning as in section 1.1 of NI 51-102;
(b) by deleting the definition of "date of acquisition",
(c) after the definition of "custodian", by adding the following definition:
"date of transition to IFRS" has the same meaning as in section 1.1 of NI 51-102;
(d) after the definition of "executive officer", by adding the following definitions:
"financial statements" includes interim financial reports;
"first IFRS financial statements" has the same meaning as in section 1.1 of NI 51-102;
(e) by deleting the definition of "income from continuing operations",
(f) in the definition of "Form 52-110F1", by replacing "MI 52-110" with "NI 52-110",
(g) in the definition of "Form 52-110F2", by replacing "MI 52-110" with "NI 52-110",
(h) in the definition of "junior issuer",
(i) by replacing "balance sheet" wherever it occurs with "statement of financial position",
(ii) by deleting "shareholders’" wherever it occurs,
(iii) in paragraphs (d) and (g), by replacing "annual income statement" with "annual statement of
comprehensive income", and
(iv) in subparagraph (g), by replacing "an income statement" with "a statement of comprehensive
income",
(i) by deleting the definition of "MI 52-110",
(j) in the definition of "NI 52-107", by replacing "Acceptable Accounting Principles, Auditing Standards
and Reporting Currency" with "Acceptable Accounting Principles and Auditing Standards",
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(k) after the definition of "NI 52-107", by adding the following definition:
"NI 52-110" means National Instrument 52-110 Audit Committees;
(l) after the definition of "private issuer", by adding the following definitions:
"profit or loss attributable to owners of the parent" has the same meaning as in Canadian GAAP
applicable to publicly accountable enterprises;
"profit or loss from continuing operations attributable to owners of the parent" has the same
meaning as in Canadian GAAP applicable to publicly accountable enterprises;
"publicly accountable enterprise" has the same meaning as in Part 3 of NI 52-107;
(m) after the definition of "restructuring transaction", by adding the following definitions:
"retrospective" has the same meaning as in section 1.1 of NI 51-102;
"retrospectively" has the same meaning as in section 1.1 of NI 51-102;
(n) after the definition of "transition year", by adding the following definition:
"U.S. AICPA GAAS" has the same meaning as in section 1.1 of NI 52-107;
(o) by deleting the definition of "U.S. GAAS", and
(p) after the definition of "U.S. marketplace", by adding the following definition:
"U.S. PCAOB GAAS" has the same meaning as in section 1.1 of NI 52-107;
3. Subsection 4.2(2) is amended by replacing "interim financial statements" with "an interim financial report".
4. Paragraph 4.3(3)(a) is replaced with the following:
(a) U.S. AICPA GAAS, the unaudited financial statements may be reviewed in accordance with the review
standards issued by the American Institute of Certified Public Accountants,
(a.1) U.S. PCAOB GAAS, the unaudited financial statements may be reviewed in accordance with the
review standards issued by the Public Company Accounting Oversight Board (United States of America),.
5. Section 14.2 is amended by deleting "shareholders’" wherever it occurs.
6. Section 20.1 is repealed.
7. Schedule 3 of Appendix A is amended
(a) opposite "Northwest Territories", by
(i) replacing "Securities Registries" with "Superintendent of Securities", and
(ii) replacing www.justice.gov.nt.ca/SecuritiesRegistry/SecuritiesRegistry.html with "www.justice.gov.
nt.ca/SecuritiesRegistry",
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(b) opposite "Nunavut", by adding "Superintendent of Securities" above "Government of Nunavut", and
(c) opposite "Yukon", by replacing "Registrar of Securities" with "Superintendent of Securities".
8. The general instructions of Form 41-101F1 Information Required in a Prospectus are amended
(a) in instruction (3), by deleting "This concept of materiality is consistent with the financial reporting
notion of materiality contained in the Handbook.",
(b) in instruction (7), by replacing "the Handbook" with "Canadian GAAP applicable to publicly
accountable enterprises",
(c) in instruction (8), by replacing "special purpose vehicle" with "special purpose entity",
(d) in instruction (10), by replacing "disclose the currency in which the financial information is disclosed"
with "display the presentation currency", and
(e) in instruction (15), by replacing "Forward-looking information included" with "Forward-looking
information, as defined in NI 51-102, included".
9. Section 1.5 of Form 41-101F1 is amended by deleting "reporting".
10. Paragraph 4.2(4)(b) of Form 41-101F1 is amended
(a) by replacing "sales and operating revenues" wherever it occurs with "revenue", and
(b) by replacing "do" with "does".
11. Subsection 5.1(1) of Form 41-101F1 is amended by replacing "as those terms are used in the Handbook"
with "as those terms are described in the issuer’s GAAP".
12. Section 5.5 of Form 41-101F1 is amended
(a) in subsection (1), by replacing "balance sheet" wherever it occurs with "statement of financial position",
(b) in paragraph (1)(b), by replacing "income statement" with "statement of comprehensive income", and
(c) in subsection (4), by replacing "balance sheet" with "statement of financial position".
13. Subsection 8.1(1) of Form 41-101F1 is amended by deleting "or Item 303 of Regulation S-B".
14. Section 8.2 of Form 41-101F1 is amended
(a) in paragraph (1)(b), by replacing "interim financial statements" with "interim financial report",
(b) in subsection (2), by replacing "If the prospectus includes the issuer’s annual income statements,
statements of retained earnings, and cash flow statements" with "If the prospectus includes the issuer’s
annual statements of comprehensive income, statements of changes in equity, and statements of cash flow",
and
(c) in subsection (3), by replacing "balance sheet" with "statement of financial position".
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15. Section 8.3 of Form 41-101F1 is repealed.
16. Section 8.6 of Form 41-101F1 is amended
(a) in paragraph (1)(a), by replacing "capitalized or expensed exploration and development costs" with
"exploration and evaluation assets or expenditures",
(b) in paragraph (1)(c), by replacing "deferred development costs" with "intangible assets arising from
development",
(c) in paragraph (1)(e), by replacing "capitalized, deferred or expensed" with "expensed or recognized as
assets",
(d) in subsection (2), by replacing "capitalized or expensed exploration and development costs" with
"exploration and evaluation assets or expenditures", and
(e) in paragraph (3)(b), by replacing "interim financial statements" with "interim financial report".
17. Section 8.7 of Form 41-101F1 is amended
(a) by replacing "negative operating cash flow" with "negative cash flow from operating activities", and
(b) by adding the following paragraph after paragraph (c):
In determining cash flow from operating activities, the issuer must include cash payments related to
dividends and borrowing costs.
18. Section 8.8 of Form 41-101F1 is amended
(a) in paragraph (1)(a), by replacing "summarized information as to the assets, liabilities and results of
operations of the equity investee," with "summarized financial information of the equity investee, including
the aggregated amounts of assets, liabilities, revenue and profit or loss,",
(b) in paragraph (1)(b), by replacing "earnings" with "profit or loss", and
(c) in subsection (2), by replacing "interim financial statements" with "interim financial report".
19. Section 9.1 of Form 41-101F1 is amended
(a) in paragraph (1)(c), by replacing "interim financial statements of the issuer have" with "an interim
financial report of the issuer has",
(b) in paragraphs (2)(b) and (d), by replacing "annual or interim financial statements" wherever it occurs
with "annual financial statements or interim financial report",
(c) in paragraph (2)(c), by replacing "annual or interim financial statements" with "annual financial
statements or interim financial report, and",
(d) in paragraphs (2)(c) and (d), by deleting "long-term" wherever it occurs,
(e) in paragraph (2)(d), by replacing "prospectus, and" with "prospectus.",
(f) by repealing paragraph (2)(e),
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(g) by repealing subsection (3), and
(h) in subsection (4), by replacing "earnings required" with "numerator required".
20. The instructions under item 9 of Form 41-101F1 are amended
(a) in instruction (2), by replacing "entity’s earnings (the numerator) by its interest" with "entity’s profit or
loss attributable to owners of the parent (the numerator) by its borrowing costs",
(b) in instruction (3),
(i) in paragraph (a), by replacing "net income before interest" with "profit or loss attributable to
owners of the parent before borrowing costs",
(ii) by repealing paragraph (c),
(iii) by replacing paragraph (d) with the following:
(d) for distributions of debt securities, the appropriate denominator is borrowing costs, after giving
effect to the new debt securities issue and any retirement of obligations, plus the borrowing costs
that have been capitalized during the period;,
(iv) in subparagraph (e)(i), by replacing "annual interest requirements, including the amount of interest
that has" with "annual borrowing cost requirements, including the borrowing costs that have",
(v) in paragraph (f), by adding "securities" after "effect of the debt",
(c) in instruction (4),
(i) by replacing "interest obligations on all long-term debt" with "borrowing cost obligations on all
financial liabilities",
(ii) by replacing paragraph (a) with the following:
(a) the issuance of all financial liabilities and, in addition in the case of an issuance of preferred
shares, all preferred shares issued, since the date of the annual financial statements or interim
financial report;,
(iii) in paragraph (b), by adding "and" after "distributed;",
(iv) by replacing paragraph (c) with the following:
(c) the repayment or redemption of all financial liabilities since the date of the annual financial
statements or interim financial report, all financial liabilities to be repaid or redeemed from the
proceeds to be realized from the sale of securities under the prospectus and, in addition, in the case
of an issuance of preferred shares, all preferred shares repaid or redeemed since the date of the
annual financial statements or interim financial report and all preferred shares to be repaid or
redeemed from the proceeds to be realized from the sale of securities under the prospectus.,
(v) by repealing paragraph (d),
(d) by repealing instruction (5),
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(e) in instruction (6), by replacing "interest requirements, after giving effect to the issue of [the debt
securities to be distributed under the prospectus], amounted to $• for the 12 months ended •. [Name of the
issuer]’s earnings before interest and income tax for the 12 months then ended was $•, which is • times
[name of the issuer]’s interest requirements" with "borrowing cost requirements, after giving effect to the
issue of [the debt securities to be distributed under the prospectus], amounted to $• for the 12 months
ended •. [Name of the issuer]’s profit or loss attributable to owners of the parent before borrowing costs
and income tax for the 12 months then ended was $•, which is • times [name of the issuer]’s borrowing cost
requirements", and
(f) in instruction (7), by replacing "interest requirements for the 12 months then ended amounted to $•.
[Name of the issuer]’s earnings before interest and income tax for the 12 months ended • was $•, which is •
times [name of the issuer]’s aggregate dividend and interest requirements" with "borrowing cost
requirements for the 12 months then ended amounted to $•. [Name of the issuer]’s profit or loss
attributable to owners of the parent before borrowing costs and income tax for the 12 months ended • was
$•, which is • times [name of the issuer]’s aggregate dividend and borrowing cost requirements".
21. Paragraph 10.3(8)(b) of Form 41-101F1 is amended by replacing "income" with "profit".
22. The instruction under section 10.9 of Form 41-101F1 is amended by replacing "derivatives" with
"derivative instruments".
23. Paragraph 32.1(c) of Form 41-101F1 is amended by replacing "continuity of interests" with "combination
in which all of the combining entities or businesses ultimately are controlled by the same party or parties both
before and after the combination, and that control is not temporary".
24. Item 32.2 of Form 41-101F1 is replaced with the following:
Annual financial statements
32.2(1)
Subject to section 32.4, include annual financial statements of the issuer consisting of
(a) a statement of comprehensive income, a statement of changes in equity, and a statement of cash
flows for each of the three most recently completed financial years ended more than
(i) 90 days before the date of the prospectus, or
(ii) 120 days before the date of the prospectus, if the issuer is a venture issuer,
(b) a statement of financial position as at the end of the two most recently completed financial years
described in paragraph (a),
(c) a statement of financial position as at the beginning of the earliest comparative period for which
financial statements that are included in the prospectus comply with IFRS in the case of an issuer that
(i) discloses in its annual financial statements an unreserved statement of compliance with IFRS, and
(ii) does any of the following
(A) applies an accounting policy retrospectively in its annual financial statements,
(B) makes a retrospective restatement of items in its annual financial statements, or
(C) reclassifies items in its annual financial statements,
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(d) in the case of an issuer’s first IFRS financial statements, the opening IFRS statement of financial
position at the date of transition to IFRS, and
(e) notes to the annual financial statements.
(1.1) If an issuer presents the components of profit or loss in a separate income statement, the
separate income statement must be displayed immediately before the statement of comprehensive
income filed under subsection (1).
(2) If the issuer has not completed three financial years, include the financial statements described
under subsection (1) for each completed financial year ended more than
(a) 90 days before the date of the prospectus, or
(b) 120 days before the date of the prospectus, if the issuer is a venture issuer.
(3) If the issuer has not included in the prospectus financial statements for a completed financial
year, include the financial statements described under subsection (1) or (2) for a period from the date
the issuer was formed to a date not more than 90 days before the date of the prospectus.
(4) If an issuer changed its financial year end during any of the financial years referred to in this
section and the transition year is less than nine months, the transition year is deemed not to be a
financial year for the purposes of the requirement to provide financial statements for a specified
number of financial years in this section.
(5) Despite subsection (4), all financial statements of the issuer for a transition year referred to in
subsection (4) must be included in the prospectus.
(6) Subject to section 32.4, if financial statements of any predecessor entity, business or businesses
acquired by the issuer, or of any other entity are required under this section, then include
(a) statements of comprehensive income, statements of changes in equity, and statements of cash
flow for the entities or businesses for as many periods before the acquisition as may be necessary
so that when these periods are added to the periods for which the issuer’s statements of
comprehensive income, statements of changes in equity, and statements of cash flow are included
in the prospectus, the results of the entities or businesses, either separately or on a consolidated
basis, total three years,
(b) statements of financial position for the entities or businesses for as many periods before the
acquisition as may be necessary so that when these periods are added to the periods for which the
issuer’s statements of financial position are included in the prospectus, the financial position of
the entities or businesses, either separately or on a consolidated basis, total two years,
(c) if the entities or businesses have not completed three financial years, the financial statements
described under paragraphs (a) and (b) for each completed financial year of the entities or
businesses for which the issuer’s financial statements in the prospectus do not include the
financial statements of the entities or businesses, either separately or on a consolidated basis, and
ended more than
(i) 90 days before the date of the prospectus, or
(ii) 120 days before the date of the prospectus, if the issuer is a venture issuer,
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(d) if an entity’s or business’s first IFRS financial statements are included under paragraphs (a),
(b) or (c), the opening IFRS statement of financial position at the date of transition to IFRS, and
(e) a statement of financial position as at the beginning of the earliest comparative period for which
financial statements that are included in the prospectus comply with IFRS in the case of an issuer
that
(i) discloses in its annual financial statements an unreserved statement of compliance with IFRS,
and
(ii) does any of the following
(A) applies an accounting policy retrospectively in its financial statements,
(B) makes a retrospective restatement of items in its financial statements, or
(C) reclassifies items in its financial statements..
25. Section 32.3 of Form 41-101F1 is replaced with the following:
Interim financial report
32.3(1)
Include a comparative interim financial report of the issuer for the most recent interim period,
if any, ended
(a) subsequent to the most recent financial year in respect of which annual financial statements of the
issuer are included in the prospectus, and
(b) more than
(i) 45 days before the date of the prospectus, or
(ii) 60 days before the date of the prospectus if the issuer is a venture issuer.
32.3(2)
The interim financial report referred to in subsection (1) must include
(a) a statement of financial position as at the end of the interim period and a statement of financial
position as at the end of the immediately preceding financial year, if any,
(b) a statement of comprehensive income, a statement of changes in equity, and a statement of cash
flows, all for the year-to-date interim period, and comparative financial information for the
corresponding interim period in the immediately preceding financial year, if any,
(c) for interim periods other than the first interim period in an issuer’s financial year, a statement of
comprehensive income for the three month period ending on the last day of the interim period and
comparative financial information for the corresponding period in the immediately preceding financial
year, if any,
(d) a statement of financial position as at the beginning of the earliest comparative period for which
financial statements that are included in the prospectus comply with IFRS in the case of an issuer that
(i) discloses in its interim financial report an unreserved statement of compliance with International
Accounting Standard 34 Interim Financial Reporting, and
(ii) does any of the following
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(A) applies an accounting policy retrospectively in its interim financial report,
(B) makes a retrospective restatement of items in its interim financial report, or
(C) reclassifies items in its interim financial report,
(e) in the case of the first interim financial report required to be filed in the year of adopting IFRS, the
opening IFRS statement of financial position at the date of transition to IFRS, and
(f) notes to the interim financial report.
32.3(3)
If an issuer presents the components of profit or loss in a separate income statement, the
separate income statement must be displayed immediately before the statement of comprehensive income
filed under subsection (2).
32.3(4)
If the issuer is required to include under subsection 32.3(1), a comparative interim financial
report of the issuer for the second or third interim period in the year of adopting IFRS, include
(a) the issuer’s first interim financial report in the year of adopting IFRS, or
(b) both
(i) the opening IFRS statement of financial position at the date of transition to IFRS, and
(ii) the annual and date of transition to IFRS reconciliations required by IFRS 1 First-time Adoption
of International Financial Reporting Standards to explain how the transition from previous GAAP
to IFRS affected the issuer’s reported financial position, financial performance and cash flows.
32.3(5)
Subsection (4) does not apply to an issuer that was a reporting issuer in at least one
jurisdiction immediately before filing the prospectus..
26. Section 32.4 of Form 41-101F1 is replaced with the following:
Exceptions to financial statement requirements
32.4
Despite section 32.2, an issuer is not required to include the following financial statements in
a prospectus
(a) the statement of comprehensive income, the statement of changes in equity, and the statement of
cash flows for the third most recently completed financial year, if the issuer is a reporting issuer in at
least one jurisdiction immediately before filing the prospectus,
(b) the statement of comprehensive income, the statement of changes in equity, and the statement of
cash flows for the third most recently completed financial year, and the financial statements for the
second most recently completed financial year, if
(i) the issuer is a reporting issuer in at least one jurisdiction immediately before filing the prospectus,
and
(ii) the issuer includes financial statements for a financial year ended less than
(A) 90 days before the date of the prospectus, or
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(B) 120 days before the date of the prospectus, if the issuer is a venture issuer,
(c) the statement of comprehensive income, the statement of changes in equity, and the statement of
cash flows for the third most recently completed financial year, and the statement of financial position
for the second most recently completed financial year, if the issuer includes financial statements for a
financial year ended less than 90 days before the date of the prospectus,
(d) the statement of comprehensive income, the statement of changes in equity, and the statement of
cash flows for the third most recently completed financial year, and the financial statements for the
second most recently completed financial year, if
(i) the issuer is a reporting issuer in at least one jurisdiction immediately before filing the prospectus,
(ii) the issuer includes audited financial statements for a period of at least nine months commencing
the day after the most recently completed financial year for which financial statements are required
under section 32.2,
(iii) the business of the issuer is not seasonal, and
(iv) none of the financial statements required under section 32.2 are for a financial year that is less
than nine months,
(e) the statement of comprehensive income, the statement of changes in equity, and the statement of
cash flows for the third most recently completed financial year, and the statement of financial position
for the second most recently completed financial year, if
(i) the issuer includes audited financial statements for a period of at least nine months commencing
the day after the most recently completed financial year for which financial statements are required
under section 32.2,
(ii) the business of the issuer is not seasonal, and
(iii) none of the financial statements required under section 32.2 are for a financial year that is less
than nine months, or
(f) the separate financial statements of the issuer and the other entity for periods prior to the date of the
transaction, if the restated combined financial statements of the issuer and the other entity are included
in the prospectus under paragraph 32.1(c)..
27. Paragraph 32.5(c) of Form 41-101F1 is amended by replacing "interim financial statements" with "interim
financial report".
28. Subsection 34.1(1) of Form 41-101F1 is amended
(a) in paragraph (c), by replacing "revenues" with "revenue",
(b) in subparagraph (g)(i), by replacing "sales or revenues" with "revenue",
(c) in subparagraph (g)(ii), by replacing "income from continuing operations" with "profit or loss from
continuing operations attributable to owners of the parent",
(d) in subparagraph (g)(iii), by replacing "net earnings or loss" with "profit or loss attributable to owners of
the parent",
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(e) in subparagraph (g)(iv), by replacing "balance sheet" with "statement of financial position", and
(f) by adding the following instruction after paragraph (g):
INSTRUCTION
See section 1.1 of the Instrument for the definitions of "profit or loss attributable to owners of the
parent" and "profit or loss from continuing operations attributable to owners of the parent". .
29. Subparagraph 34.2(e)(ii) of Form 41-101F1 is amended by replacing "interim and annual consolidated"
with "consolidated interim financial report and consolidated annual".
30. Section 35.1 of Form 41-101F1 is amended
(a) in subsection (1), by deleting "accounted for as", and
(b) in subsection (4),
(i) by replacing "date of the acquisition" wherever it occurs with "acquisition date",
(ii) in subparagraph (b)(iv), by replacing "income" with "profit or loss", and
(iii) in subparagraph (b)(vi), by replacing "annual audited statements" with "audited annual statements".
31. Section 35.3 of Form 41-101F1 is amended
(a) in the title, by replacing "date of acquisition" with "acquisition date", and
(b) by replacing "date of the acquisition" wherever it occurs with "acquisition date".
32. Section 35.4 of Form 41-101F1 is amended
(a) in the title, by replacing "Results" with "Financial Performance", and
(b) by replacing "operations" with "financial performance".
33. Subsection 35.5(3) of Form 41-101F1 is amended by replacing "date of acquisition" wherever it occurs
with "acquisition date".
34. Subsection 35.6(3) of Form 41-101F1 is amended by replacing "date of the acquisition" wherever it occurs
with "acquisition date".
35. Subsection 35.8(1) of Form 41-101F1 is amended
(a) by replacing "annual and interim financial statements" with "annual financial statements and an interim
financial report", and
(b) by replacing "date of the acquisition" with "acquisition date".
36. Form 41-101F1 is amended by adding the following after Item 37:
ITEM 38: Transition
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Interim financial report
38.1(1)
Despite subsection 32.3(1), an issuer may include a comparative interim financial report of
the issuer for the most recent interim period, if any, ended
(a) subsequent to the most recent financial year in respect of which annual financial statements of the
issuer are included in the prospectus, and
(b) more than
(i) 75 days before the date of the prospectus, or
(ii) 90 days before the date of the prospectus if the issuer is a venture issuer.
38.1(2)
Subsection (1) does not apply unless
(a) the comparative interim financial report is the first interim financial report required to be filed in the
year of adopting IFRS in respect of an interim period beginning on or after January 1, 2011,
(b) the issuer
(i) is disclosing, for the first time, a statement of compliance with International Accounting Standard
34 Interim Financial Reporting, and
(ii) did not previously file financial statements that disclosed compliance with IFRS,
(c) the issuer is a reporting issuer in any jurisdiction immediately before the date of the final long form
prospectus, and
(d) the final long form prospectus is filed before July 5, 2012.
Asset-backed securities
38.2(1)
Despite subsection 10.3(5), all financial disclosure that describes the underlying pool of
financial assets of the issuer for a transition year must be included in the prospectus for the most recent
interim period, if any, ended
(a) subsequent to the most recent financial year referred to in paragraphs 10.3(3)(a) and 10.3(3)(b) in
respect of which financial disclosure on the underlying pool of financial assets is included in the
prospectus, and
(b) more than
(i) 75 days before the date of the prospectus, or
(ii) 90 days before the date of the prospectus if the issuer is a venture issuer.
38.2(2)
Subsection (1) does not apply unless
(a) the financial disclosure in respect of the interim period is the first interim financial report required to
be filed in the year of adopting IFRS in respect of an interim period beginning on or after January 1,
2011,
(b) the issuer
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(i) is disclosing, for the first time, a statement of compliance with International Accounting Standard
34 Interim Financial Reporting, and
(ii) did not previously file financial statements that disclosed compliance with IFRS,
(c) the issuer is a reporting issuer in any jurisdiction immediately before the date of the final long form
prospectus, and
(d) the final long form prospectus is filed before July 5, 2012..
37. This Instrument only applies to a preliminary prospectus, an amendment to a preliminary prospectus, a
final prospectus or an amendment to a final prospectus of an issuer which includes or incorporates by
reference financial statements of the issuer in respect of periods relating to financial years beginning on or
after January 1, 2011.
38. Despite section 37, an issuer may apply the amendments set out in this Instrument to a preliminary
prospectus, an amendment to a preliminary prospectus, a final prospectus, or an amendment to a final
prospectus of the issuer, which includes or incorporates by reference financial statements of the issuer in
respect of periods relating to a financial year that begins before January 1, 2011 if the immediately preceding
financial year ends no earlier than December 21, 2010 and if the issuer is relying on the exemption in section
5.3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.
39. This Instrument comes into force on January 1, 2011.
40. This Instrument may be cited as MSC Rule 2010-21.
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.