National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1

executive officer

(1) In this Instrument:…”executive officer” means, for a reporting issuer, an individual who is

(a) a chair, vice-chair or president;

(a.1) a chief executive officer or chief financial officer;

(b) a vice-president in charge of a principal business unit, division or function including sales, finance or production; or

(c) performing a policy-making function in respect of the issuer;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1

financial outlook

(1) In this Instrument:…”financial outlook” means forward-looking information about prospective financial performance, financial position or cash flows that is based on assumptions about future economic conditions and courses of action and that is not presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1

FOFI

(1) In this Instrument:…”FOFI”, or “future-oriented financial information”, means forward-looking information about prospective financial performance, financial position or cash flows, based on assumptions about future economic conditions and courses of action, and presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1

forward-looking information

(1) In this instrument…“forward-looking information” means disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented as a forecast or a projection;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1

future-oriented financial information

(1) In this Instrument:…”FOFI”, or “future-oriented financial information”, means forward-looking information about prospective financial performance, financial position or cash flows, based on assumptions about future economic conditions and courses of action, and presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1 Definitions and Interpretation

interim period

(1) In this Instrument:

“interim period” means,

(a) in the case of a year other than a non-standard year or a transition year, a period commencing on the first day of the financial year and ending nine, six or three months before the end of the financial year;

(a.1) in the case of a non-standard year, a period commencing on the first day of the financial year and ending within 22 days of the date that is nine, six or three months before the end of the financial year; or

(b) in the case of a transition year, a period commencing on the first day of the transition year and ending

(i) three, six, nine or twelve months, if applicable, after the end of the old financial year; or

(ii) twelve, nine, six or three months, if applicable, before the end of the transition year;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1 Definitions and Interpretation

marketplace

(1) In this Instrument:

“marketplace” means

(a) an exchange;

(b) a quotation and trade reporting system;

(c) a person or company not included in paragraph (a) or (b) that

(i) constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities;

(ii) brings together the orders for securities of multiple buyers and sellers; and

(iii) uses established, non-discretionary methods under which the orders interact with each other, and the buyers and sellers entering the orders agree to the terms of a trade; or

(d) a dealer that executes a trade of an exchange-traded security outside of a marketplace,

but does not include an inter-dealer bond broker;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1(1)

material change

“material change” means

(a) a change in the business, operations or capital of the reporting issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the reporting issuer; or

(b) a decision to implement a change referred to in paragraph (a) made by the board of directors or other persons acting in a similar capacity or by senior management of the reporting issuer who believe that confirmation of the decision by the board of directors or any other persons acting in a similar capacity is probable;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1

restructuring transaction

(1) In this Instrument:…”restructuring transaction” means

(a) a reverse takeover;

(b) an amalgamation, merger, arrangement or reorganization;

(c) a transaction or series of transactions involving a reporting issuer acquiring assets and issuing securities that results in

(i) new securityholders owning or controlling more than 50% of the reporting issuer’s outstanding voting securities; and

(ii) a new person or company, a new combination of persons or companies acting together, the vendors of the assets, or new management

(A) being able to materially affect the control of the reporting issuer; or

(B) holding more than 20% of the outstanding voting securities of the reporting issuer, unless there is evidence showing that the holding of those securities does not materially affect the control of the reporting issuer; and

(d) any other transaction similar to the transactions listed in paragraphs (a) to (c),

but does not include a subdivision, consolidation, or other transaction that does not alter a securityholder’s proportionate interest in the issuer and the issuer’s proportionate interest in its assets;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1 Definitions and Interpretation

reverse takeover

(1) In this Instrument: “reverse takeover” means (a) a reverse acquisition, which has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; or (b) a transaction where an issuer acquires a person or company by which the securityholders of the acquired person or company, at the time of the transaction, obtain control of the issuer, where, for purposes of this paragraph, “control” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises;


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1 Definitions and Interpretation

venture issuer

(1) In this Instrument:

“venture issuer” means a reporting issuer that, as at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc; where the “applicable time” in respect of

(a) Parts 4 and 5 of this Instrument and Form 51-102F1, is the end of the applicable financial period;

(b) Parts 6 and 9 of this Instrument and Form 51-102F6, is the end of the most recently completed financial year;

(c) Part 8 of this Instrument and Form 51-102F4, is the acquisition date; and

(d) section 11.3 of this Instrument, is the date of the meeting of the securityholders.


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1(2)

affiliate

In this Instrument, an issuer is an affiliate of another issuer if

(a) one of them is the subsidiary of the other, or

(b) each of them is controlled by the same person.

Lexata notes:

“affiliate” is defined the same way in section 1.3 of NI 62-104;

section 1.4 of NI 41-101 cross-references to the above definition of “affiliate”

“affiliate” is also defined in s. 2(1) of the CBCA and s.1() of the OBCA.

 


National Instrument 51-102 Continuous Disclosure Obligations
Part 1 Definitions and Interpretation
Section 1.1(3)

Control

For the purposes of subsection (2) [meaning of “affiliate”], a person (first person) is considered to control another person (second person) if

(a) the first person beneficially owns, or controls or directs, directly or indirectly, securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c) the second person is a limited partnership and the general partner of the limited partnership is the first person.