National Instrument 44-101 Short Form Prospectus Distributions
Part 4 Filing Requirements for a Short Form Prospectus
Section 4.1

Required Documents for Filing a Preliminary Short Form Prospectus

(1) An issuer that files a preliminary short form prospectus shall

(a) file the following with the preliminary short form prospectus:

… (iii) Material Incorporated by Reference – copies of all material incorporated by reference in the preliminary short form prospectus and not previously filed;

(vi) Reports and Valuations – a copy of each report or valuation referred to in the preliminary short form prospectus for which a consent is required to be filed under section 10.1 of NI 41-101 and that has not previously been filed, other than a technical report that

(A) deals with a mineral project or oil and gas activities, and

(B) is not otherwise required to be filed under paragraph (v);

…(b) deliver to the regulator, concurrently with the filing of the preliminary short form prospectus, the following:

… (ii) Auditor’s Comfort Letter Regarding Audited Financial Statements – if a financial statement of an issuer or a business included in, or incorporated by reference into, a preliminary short form prospectus is accompanied by an unsigned auditor’s report, a signed letter addressed to the regulator from the auditor of the issuer or of the business, as applicable, prepared in accordance with the form suggested for this circumstance in the Handbook; and


National Instrument 44-101 Short Form Prospectus Distributions
Part 4 Filing Requirements for a Short Form Prospectus
Section 4.2

Required Documents for Filing a Short Form Prospectus

An issuer that files a short form prospectus shall

(a) file the following with the short form prospectus:

… (ii) Material Incorporated by Reference – copies of all material incorporated by reference in the short form prospectus and not previously filed;

… (iv) Other Reports and Valuations – a copy of any report or valuation referred to in the short form prospectus, for which a consent is required to be filed under section 10.1 of NI 41-101 and that has not previously been filed, other than a technical report that

(A) deals with a mineral project or oil and gas activities of the issuer, and

(B) is not otherwise required to be filed under subparagraph 4.1(a)(v) or (vi);

… (vii) Expert’s Consents – the consents required to be filed under section 10.1 of NI 41-101; …

(b) deliver to the regulator, no later than the filing of the short form prospectus,


National Instrument 44-101 Short Form Prospectus Distributions
Part 4 Filing Requirements for a Short Form Prospectus
Section 4.3

Review of Unaudited Financial Statements

(1) Subject to subsection (2), any unaudited financial statements, other than pro forma financial statements, included in, or incorporated by reference into, a short form prospectus must have been reviewed in accordance with the relevant standards set out in the Handbook for a review of financial statements by the person or company’s auditor or a public accountant’s review of financial statements.

(2) If NI 52-107 permits the financial statements of the person or company in subsection (1) to be audited in accordance with

(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),

(b) International Standards on Auditing, the unaudited financial statements may be reviewed in accordance with International Standards on Review Engagement issued by the International Auditing and Assurance Standards Board, or

(c) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject, the unaudited financial statements

(i) may be reviewed in accordance with review standards that meet the foreign disclosure requirements of the designated foreign jurisdiction, or

(ii) do not have to be reviewed if

(A) the designated foreign jurisdiction does not have review standards for unaudited financial statements, and

(B) the short form prospectus includes disclosure that the unaudited financial statements have not been reviewed.