National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 4 Certification of Annual Filings
Section 4.1

Requirement to File

(1) A reporting issuer must file a separate annual certificate in the wording prescribed by the required form

(a) for each individual who, at the time of filing the annual certificate, is a certifying officer; and

(b) signed by the certifying officer.

(2) A reporting issuer must file a certificate required under subsection (1) on the later of the dates on which it files the following:

(a) its AIF if it is required to file an AIF under NI 51-102; or

(b) its annual financial statements and annual MD&A.

(3) If a venture issuer voluntarily files an AIF for a financial year after it has filed its annual financial statements, annual MD&A and annual certificates for the financial year, the venture issuer must file on the same date that it files its AIF a separate annual certificate in the wording prescribed by the required form

(a) for each individual who, at the time of filing the annual certificate, is a certifying officer; and

(b) signed by the certifying officer.

(4) A reporting issuer must file a certificate required under subsection (1) or (3) separately from the documents to which the certificate relates.


Exemptive Relief Orders

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 4 Certification of Annual Filings
Section 4.2

Required Form of Annual Certificate

(1) The required form of annual certificate under subsection 4.1(1) is

(a) Form 52-109F1, in the case of an issuer that is a non-venture issuer; and

(b) Form 52-109FV1, in the case of an issuer that is a venture issuer.

(2) Despite subsection (1)(b), a venture issuer may file Form 52-109F1 in the wording prescribed by that Form instead of Form 52-109FV1 for a financial year.

(3) The required form of annual certificate under subsection 4.1(3) is Form 52-109F1 – AIF.


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 4 Certification of Annual Filings
Section 4.3

Alternative Form of Annual Certificate For First Financial Period After Initial Public Offering

Despite subsection 4.2(1), an issuer may file an annual certificate in Form 52-109F1 – IPO/RTO for the first financial year that ends after the issuer becomes a reporting issuer if

(a) the issuer becomes a reporting issuer by filing a prospectus; and

(b) the first financial period that ends after the issuer becomes a reporting issuer is a financial year.


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 4 Certification of Annual Filings
Section 4.4

Alternative Form of Annual Certificate For First Financial Period After Certain Reverse Takeovers

Despite subsection 4.2(1), an issuer may file an annual certificate in Form 52-109F1 – IPO/RTO for the first financial year that ends after the completion of a reverse takeover if

(a) the issuer is the reverse takeover acquiree in the reverse takeover;

(b) the reverse takeover acquirer was not a reporting issuer immediately before the reverse takeover; and

(c) the first financial period that ends after the completion of the reverse takeover is a financial year.


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 4 Certification of Annual Filings
Section 4.5

Alternative Form of Annual Certificate For First Financial Period After Becoming a Nonventure Issuer

Despite subsection 4.2(1), an issuer may file an annual certificate in Form 52- 109F1 – IPO/RTO for the first financial year that ends after the issuer becomes a non-venture issuer if the first financial period that ends after the issuer becomes a non-venture issuer is a financial year.


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 4 Certification of Annual Filings
Section 4.6

Exception For New Reporting Issuers

Despite section 4.1, a reporting issuer does not have to file an annual certificate relating to

(a) the annual financial statements required under section 4.7 of NI 51-102 for financial years that ended before the issuer became a reporting issuer; or

(b) the annual financial statements for a reverse takeover acquirer required under section 4.10 of NI 51-102 for financial years that ended before the completion of the reverse takeover.