Ontario Securities Act
Regulation 1015
Section 175(2)(b)

Insider Trading [automatic plans under OSC Regulation s.175(2)(b)]

175 (2) A person or company that purchases or sells securities of an issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed is exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act, where the person or company proves that,

(a)…

(b) the purchase or sale was made pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that was entered into by the person or company prior to the acquisition of knowledge of the material fact or material change;

(c)…


Ontario Securities Act
Regulation 1015
Section 1 Interpretation

Generally Accepted Accounting Principles

…(4) Except as otherwise provided in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, in National Instrument 71-101 The Multijurisdictional Disclosure System and in Ontario Securities Commission Rule 71-801 The Multijurisdictional Disclosure System, where an issuer is incorporated or organized in a jurisdiction other than Canada or a province or territory of Canada, “generally accepted accounting principles” may, at the option of the issuer, mean such principles as prescribed in the incorporating jurisdiction by or pursuant to applicable legislation or where a recommendation has been made by an association in that jurisdiction equivalent to the Canadian Institute of Chartered Accountants, the principles recommended by that association, but where an option is exercised under this subsection, the notes to the financial statements shall state which option has been applied in the choice of generally accepted accounting principles.


Ontario Securities Act
Regulation 1015
Sections 1(5) and 1(6)

Interpretation

Section 1(5)

Where the Act or this Regulation requires the disclosure of the number or percentage of securities beneficially owned by a person and, by virtue of subsection 1(5) of the Act, one or more companies will also have to be shown as beneficially owning the securities, a statement disclosing all the securities beneficially owned by the person or deemed to be beneficially owned, and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the controlled company or company affiliated with the controlled company through which the securities are indirectly owned and the number or percentage of the securities so owned by the company, shall be deemed sufficient disclosure without disclosing the name of any other company which is deemed to beneficially own the same securities.

Section 1(6)

Where the Act or this Regulation requires the disclosure of the number or percentage of securities beneficially owned by a company and, by virtue of subsection 1(6) of the Act, one or more other companies will also have to be shown as beneficially owning the securities, a statement disclosing all securities beneficially owned or deemed to be beneficially owned by the parent company and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the subsidiary through which the securities are indirectly owned and the number or percentage of the securities so owned, shall be deemed sufficient disclosure without disclosing the name of any other company which is deemed to beneficially own the same securities.


Ontario Securities Act
Regulation 1015
Section 77

Interim Financial Reports

(1)Every reporting issuer that is not a mutual fund shall file within sixty days of the date to which it is made up an interim financial report,

(a) where the reporting issuer has not completed its first financial year, for the periods commencing with the beginning of that year and ending nine, six and three months respectively before the date on which that year ends, but no interim financial report is required to be filed for any period that is less than three months in length;

(b) where the reporting issuer has completed its first financial year, to the end of each of the three-month, six-month and nine-month periods of the current financial year that commenced immediately following the last financial year, including a comparative statement to the end of each of the corresponding periods in the last financial year,

made up and certified as required by the regulations and in accordance with generally accepted accounting principles.

Idem

(2) Every mutual fund in Ontario shall file within sixty days of the date to which it is made up an interim financial report,

(a) where the mutual fund in Ontario has not completed its first financial year, for the period commencing with the beginning of that year and ending six months before the date on which that year ends but, if the first financial year is less than six months in length, no interim financial report is required to be filed;

(b) where the mutual fund in Ontario has completed its first financial year, for the six-month period of the current financial year that commenced immediately following the last financial year,

made up and certified as required by the regulations and in accordance with generally accepted accounting principles. Section Amendments with date in force (d/m/y)


Ontario Securities Act
Regulation 1015
Section 78

Comparative Financial Statements

(1) Every reporting issuer that is not a mutual fund and every mutual fund in Ontario shall file annually within 140 days from the end of its last financial year comparative financial statements relating separately to,

(a) the period that commenced on the date of incorporation or organization and ended as of the close of the first financial year or, if the reporting issuer or mutual fund has completed a financial year, the last financial year, as the case may be; and

(b) the period covered by the financial year next preceding the last financial year, if any,

made up and certified as required by the regulations and in accordance with generally accepted accounting principles.

Auditor’s report

(2) Every financial statement referred to in subsection (1) shall be accompanied by a report of the auditor of the reporting issuer or mutual fund prepared in accordance with the regulations.

Auditor’s examination

(3) The auditor of a reporting issuer or mutual fund shall make such examinations as will enable the auditor to make the report required by subsection (2).

“auditor” defined

(4) For the purposes of this Part, “auditor”, where used in relation to the reporting issuer or mutual fund, includes the auditor of the reporting issuer or mutual fund and any other independent public accountant. Section Amendments with date in force (d/m/y)


Ontario Securities Act
Regulation 1015
Section 79

Delivery Of Financial Statements To Security Holders

(1) Every reporting issuer or mutual fund in Ontario that is required to file a financial statement under section 77 or 78 shall send a true copy of the financial statement to every holder of its securities whose latest address, as shown on its books, is in Ontario. 2002, c. 18, Sched. H, s. 10.

Deadline

(2) The reporting issuer or mutual fund in Ontario shall send the true copy of the financial statement no later than the end of the period during which it is required to file the financial statement under section 77 or 78. 2002, c. 18, Sched. H, s. 10.

Exception

(3) Despite subsection (1), a reporting issuer or mutual fund in Ontario is not required to send a copy of the financial statement to a security holder who holds its evidence of indebtedness only. 2002, c. 18, Sched. H, s. 10.

Deemed compliance

(4) If the laws of a reporting issuer’s jurisdiction of incorporation, organization or continuance impose requirements corresponding to the requirements in subsections (1) and (2), compliance with the requirements imposed by that jurisdiction shall be deemed to be compliance with the requirements in subsections (1) and (2). 2002, c. 18, Sched. H, s. 10. Section Amendments with date in force (d/m/y)


Ontario Securities Act
Regulation 1015
Section 80

Relief Against Certain Requirement

Upon the application of a reporting issuer or other interested person or company or upon the motion of the Commission, the Commission may, where in the opinion of the Commission to do so would not be prejudicial to the public interest, make an order on such terms and conditions as the Commission may impose,

(a) Repealed: 1999, c. 9, s. 208 (2).

(b) exempting, in whole or in part, any reporting issuer from a requirement of this Part or the regulations relating to a requirement of this Part,

(i) if such requirement conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued,

(ii) if the reporting issuer ordinarily distributes financial information to holders of its securities in a form, or at times, different from those required by this Part, or

(iii) if otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing.


Ontario Securities Act
Regulation 1015
Section 82

Filing Of Documents Filed In Another Jurisdiction

Where the laws of the jurisdiction in which the reporting issuer was incorporated, organized or continued require the reporting issuer to file substantially the same information in that jurisdiction as is required by this Part, the reporting issuer may comply with the filing requirements of this Part by filing copies of the news release, timely disclosure report, information circular or financial statements and auditor’s report, as the case may be, required by that jurisdiction provided such releases, reports, circulars or statements are manually signed or certified in accordance with the regulations


Ontario Securities Act
Regulation 1015
Section 86

Information circular

(1) Subject to subsection (2) and section 88, no person or company shall solicit proxies from holders of its voting securities whose latest address as shown on the books of the reporting issuer is in Ontario unless,

(a) in the case of a solicitation by or on behalf of the management of a reporting issuer, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent to each such security holder of the reporting issuer whose proxy is solicited at the security holder’s latest address as shown on the books of the reporting issuer; or

(b) in the case of any other solicitation, the person or company making the solicitation, concurrently with or prior thereto, delivers or sends an information circular to each such security holder whose proxy is solicited.