National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings

Part 1 Definitions and Application

In this Instrument,

“AIF” has the meaning ascribed to it in NI 51-102;

In this Instrument,

“annual certificate” means the certificate required to be filed under Part 4 or section 6.1;

In this Instrument,

“annual filings” means an issuer’s AIF, if any, its annual financial statements and its annual MD&A filed under securities legislation for a financial year, including, for greater certainty, all documents and information that are incorporated by reference in the AIF;

In this Instrument,

“annual financial statements” means the annual financial statements required to be filed under NI 51-102;

In this Instrument,

“certifying officer” means each chief executive officer and each chief financial officer of an issuer, or in the case of an issuer that does not have a chief executive officer or a chief financial officer, each individual performing similar functions to those of a chief executive officer or chief financial officer;

In this Instrument,

“DC&P” means disclosure controls and procedures;

In this Instrument,

“disclosure controls and procedures” means controls and other procedures of an issuer that are designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the issuer’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure;

In this Instrument,

“financial period” means a financial year or an interim period;

In this Instrument,

“ICFR” means internal control over financial reporting;

In this Instrument,

“interim certificate” means the certificate required to be filed under Part 5 or section 6.2;

In this Instrument,

“interim filings” means an issuer’s interim financial report and its interim MD&A filed under securities legislation for an interim period;

In this Instrument,

“interim financial report” means the interim financial report required to be filed under NI 51-102;

In this Instrument, “internal control over financial reporting” means a process designed by, or under the supervision of, an issuer’s certifying officers, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP and includes those policies and procedures that:

(a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(b) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the issuer’s GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(c) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the annual financial statements or interim financial reports;

In this Instrument,

“material weakness” means a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the reporting issuer’s annual financial statements or interim financial report will not be prevented or detected on a timely basis;

In this Instrument,

“non-venture issuer” means a reporting issuer that is not a venture issuer;

In this Instrument,

“proportionately consolidated entity” means an entity in which an issuer has an interest that is accounted for by combining, on a line-by-line basis, the issuer’s pro rata share of each of the assets, liabilities, revenue and expenses of the entity with similar items in the issuer’s financial statements;

In this Instrument,

“reverse takeover acquiree” has the meaning ascribed to it in NI 51-102;

In this Instrument,

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 of the United States of America, Pub.L. 107-204, 116 Stat. 745 (2002), as amended from time to time;

In this Instrument,

“SOX 302 Rules” means U.S. federal securities laws implementing the annual report certification requirements in section 302(a) of the Sarbanes-Oxley Act;

In this Instrument,

“SOX 404 Rules” means U.S. federal securities laws implementing the internal control report requirements in sections 404(a) and (b) of the Sarbanes-Oxley Act;

In this Instrument,

“special purpose entity” has, in respect of an issuer, the meaning ascribed to that term in the issuer`s GAAP;

In this Instrument,

“U.S. marketplace” has the meaning ascribed to it in NI 51-102;