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 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

SEC issuer

(1) In this Instrument:

SEC issuer” means an issuer that

(a) has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act; and

(b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States of America, as amended;



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.