National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
Part 1 Definitions and Application
Section 1

capital management measure

“capital management measure” means a financial measure disclosed by an issuer that

(a) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital,

(b) is not a component of a line item disclosed in the primary financial statements of the entity,

(c) is disclosed in the notes to the financial statements of the entity, and

(d) is not disclosed in the primary financial statements of the entity;


National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
Part 1 Definitions and Application
Section 1

non-GAAP financial measure

“non-GAAP financial measure” means a financial measure disclosed by an issuer that

(a) depicts the historical or expected future financial performance, financial position or cash flow of an entity,

(b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity,

(c) is not disclosed in the financial statements of the entity, and

(d) is not a ratio, fraction, percentage or similar representation;


National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
Part 1 Definitions and Application
Section 1

supplementary financial measure

“supplementary financial measure” means a financial measure disclosed by an issuer that

(a) is, or is intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of an entity,

(b) is not disclosed in the financial statements of the entity,

(c) is not a non-GAAP financial measure, and

(d) is not a non-GAAP ratio;


National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
Part 1 Definitions and Application
Section 1

total of segments measure

“total of segments measure” means a financial measure disclosed by an issuer that

(a) is a subtotal or total of 2 or more reportable segments of an entity,

(b) is not a component of a line item disclosed in the primary financial statements of the entity,

(c) is disclosed in the notes to the financial statements of the entity, and

(d) is not disclosed in the primary financial statements of the entity.


National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
Part 1 Definitions and Application
Section 3

Application – issuers that are not reporting issuers

This Instrument applies to an issuer that is not a reporting issuer in respect of its disclosure of a specified financial measure in a document if the document is made available to the public and is

(a) subject to National Instrument 41-101 General Prospectus Requirements.

(b) filed with a regulator or a securities regulatory authority in connection with a distribution made under section 2.9 of National Instrument 45-106 Prospectus Exemptions, or

(c) submitted to a recognized exchange in connection with a qualifying transaction, reverse takeover, change of business, listing application, significant acquisition or similar transaction.


National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
Part 1 Definitions and Application
Section 4

Application – exceptions

(1) Despite sections 2 and 3, this Instrument does not apply to the following:

(a) an investment fund as defined in National Instrument 81-106 Investment Fund Continuous Disclosure;

(b) a designated foreign issuer, or an SEC foreign issuer, as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

(c) an issuer in respect of disclosure required under any of the following:

(i) National Instrument 43-101 Standards of Disclosure for Mineral Projects;

(ii) section 5.4 of Form 51-102F2 Annual Information Form;

(iii) National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, other than section 5.14 of that Instrument;

(d) an issuer in respect of disclosure in any of the following:

(i) a report prepared by a person or company other than the issuer or entity that is the subject of the specified financial measure;

(ii) a transcript of an oral statement;

(iii) pro forma financial statements required to be filed under securities legislation;

(iv) a filing required under section 12.1 or 12.2 of National Instrument 51-102 Continuous Disclosure Obligations or subparagraphs 9.1(1)(a)(ii) and 9.2(a)(ii) and section 9.3 of National Instrument 41-101 General Prospectus Requirements;

(e) an issuer in respect of disclosure of a specified financial measure that is required under law, or by an SRO of which the issuer is a member, if

(i) the law or the SRO’s requirement specifies the composition of the measure and the measure was determined in compliance with that law or requirement, and

(ii) in proximity to the measure, the issuer discloses the law or the SRO’s requirement under which the measure is disclosed;

(f) an issuer in respect of disclosure of a specified financial measure if the calculation of the specified financial measure is derived from a financial covenant in a written agreement;

(g) an issuer that is a registered firm in respect of disclosure of a specified financial measure if

(i) the document in which the disclosure is made is intended to be, or is reasonably likely to be, made available to a client or a prospective client of the registered firm, and

(ii) the measure does not relate to the registered firm’s financial performance, financial position or cash flow.

(2) Despite sections 2 and 3, this Instrument does not apply to disclosure required under Form 51-102F6 Statement of Executive Compensation and Form 51-102F6V Statement of Executive Compensation – Venture Issuers, except for the information required under paragraph 6(1)(b), clause 6(1)(e)(ii)(C), paragraph 9(c) and clause 10(1)(b)(ii)(C) of this Instrument.