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National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards

Part 1 Definitions and Interpretation

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

acquisition statements

In this Instrument:…

“acquisition statements” means financial statements of an acquired business or a business to be acquired, or an operating statement for an oil and gas property that is an acquired business or a business to be acquired, that are

(a) required to be filed under National Instrument 51-102 Continuous Disclosure Obligations,

(b) included in a prospectus pursuant to Item 35 of Form 41-101F1 Information Required in a Prospectus,

(c) required to be included in a prospectus under National Instrument 44-101 Short Form Prospectus Distributions, or

(d) included in an offering memorandum required under National Instrument 45- 106 Prospectus Exemptions;

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

designated foreign issuer

In this Instrument:…

“designated foreign issuer” means a foreign issuer

(a) that does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under section 15(d) of the 1934 Act,

(b) that is subject to foreign disclosure requirements in a designated foreign jurisdiction, and

(c) for which the total number of equity securities beneficially owned by residents of Canada does not exceed 10%, on a fully-diluted basis, of the total number of equity securities of the issuer, calculated in accordance with sections 1.2 and 1.3;

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

foreign disclosure requirements

In this Instrument:…

“foreign disclosure requirements” means the requirements to which a foreign issuer is subject concerning disclosure made to the public, to securityholders of the issuer or to a foreign regulatory authority

(a) relating to the foreign issuer and the trading in its securities, and

(b) that is made publicly available in the foreign jurisdiction under

(i) the securities laws of the foreign jurisdiction in which the principal trading market of the foreign issuer is located, or

(ii) the rules of the marketplace that is the principal trading market of the foreign issuer;

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

foreign issuer

In this Instrument:…

“foreign issuer” means an issuer that is incorporated or organized under the laws of a foreign jurisdiction, unless

(a) outstanding voting securities of the issuer carrying more than 50% of the votes for the election of directors are beneficially owned by residents of Canada, and

(b) any of the following apply:

(i) the majority of the executive officers or directors of the issuer are residents of Canada;

(ii) more than 50% of the consolidated assets of the issuer are located in Canada; or

(iii) the business of the issuer is administered principally in Canada;

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

foreign registrant

In this Instrument:…

“foreign registrant” means a registrant that is incorporated or organized under the laws of a foreign jurisdiction, unless

(a) outstanding voting securities of the registrant carrying more than 50% of the votes for the election of directors are beneficially owned by residents of Canada, and

(b) any of the following apply:

(i) the majority of the executive officers or directors of the registrant are residents of Canada;

(ii) more than 50% of the consolidated assets of the registrant are located in Canada; or

(iii) the business of the registrant is administered principally in Canada;

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

marketplace

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 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

SEC issuer

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 from time to time;

Lexata note: “SEC issuer” is defined the same way in NI 51-102, which is in turn cross-referenced in NI 41-101.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

U.S. GAAP

In this Instrument:…

“U.S. GAAP” means generally accepted accounting principles in the United States of America that the SEC has identified as having substantial authoritative support, as supplemented by Regulation S-X under the 1934 Act, as amended from time to time;

Lexata note: This definition is cross-referenced in s. 1.1 of NI 51-102 and NI 41-101.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.1 Definitions

venture issuer

In this Instrument:

“venture issuer”,

(a) in the case of acquisition statements required by National Instrument 51-102 Continuous Disclosure Obligations, has the same meaning as in subsection 1.1(1) of that Instrument, and

(b) in the case of acquisition statements referred to in paragraph (b), (c) or (d) of the definition of “acquisition statements”, has the same meaning as in section 1.1 of National Instrument 41-101 General Prospectus Requirements.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.2

Determination of Canadian Shareholders for Calculation of Designated Foreign Issuer and Foreign Issuer

(1) For the purposes of paragraph (c) of the definition of “designated foreign issuer” in section 1.1 and for the purposes of paragraphs 3.9(1)(c) and 4.9(c), a reference to equity securities beneficially owned by residents of Canada includes

(a) any underlying securities that are equity securities of the foreign issuer, and

(b) the equity securities of the foreign issuer represented by an American depositary receipt or an American depositary share issued by a depositary holding equity securities of the foreign issuer.

(2) For the purposes of paragraph (a) of the definition of “foreign issuer” in section 1.1, securities represented by American depositary receipts or American depositary shares issued by a depositary holding voting securities of the foreign issuer must be included as outstanding in determining both the number of votes attached to securities beneficially owned by residents of Canada and the number of votes attached to all of the issuer’s outstanding voting securities.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.3

Timing for Calculation of Designated Foreign Issuer, Foreign Issuer and Foreign Registrant

For the purposes of paragraph (c) of the definition of “designated foreign issuer” in section 1.1, paragraph (a) of the definition of “foreign issuer” in section 1.1, and paragraph (a) of the definition of “foreign registrant” in section 1.1, the calculation is made

(a) if the issuer has not completed one financial year, on the earlier of

(i) the date that is 90 days before the date of its prospectus, and

(ii) the date that it became a reporting issuer; and

(b) for all other issuers and for registrants, on the first day of the most recent financial year or interim period for which financial performance is presented in the financial statements or interim financial information filed or delivered or included in a prospectus.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards
Part 1 Definitions and Interpretation
Section 1.4

Interpretation

(1) For the purposes of this Instrument, a reference to “prospectus” includes a preliminary prospectus, a prospectus, an amendment to a preliminary prospectus and an amendment to a prospectus.

(2) For the purposes of this Instrument, a reference to information being “included in” another document means information reproduced in the document or incorporated into the document by reference.