The Ontario Securities Commission (the
"OSC") has published Staff Notice
51-722, Report on a Review of Mining Issuers'
Management's Discussion and Analysis and Guidance. The
Staff Notice reports on the OSC's review of Management's
Discussion and Analysis ("MD&A")
disclosure filed by 100 Ontario mining issuers with market
capitalization under $100 million. The review was undertaken to
alleviate challenges faced by smaller Ontario mining issuers in
complying with the MD&A requirements in Part 5 of National
Instrument 51-102 Continuous Disclosure Obligations and in
Specifically, the OSC's review focused on:
venture issuer disclosure
discussion of operations
liquidity and capital resources disclosure
disclosure of transactions between related parties
disclosure of risk factors and uncertainties
reporting on use of financing proceeds
Since limited resources can make it difficult for smaller mining
issuers to meet obligations under NI 51-102, the OSC published the
Staff Notice as an educational tool to help issuers understand and
comply with MD&A reporting requirements. The Staff Notice
summarizes the review, and sets out areas for improvement and
concrete examples of how improvements can be made. The Staff Notice
identifies four specific areas of improvement:
Venture issuers without significant revenues should provide a
breakdown of material components of exploration and evaluation
assets or expenditures on a property-by-property basis and include
a qualitative discussion of those expenditures, as well as general
and administrative expenses and other materials.
Issuers with significant exploration projects should discuss
and itemize their exploration expenditures for each material
property that is not at the development or production stage.
Issuers with a working capital deficiency should discuss in
detail all future cash requirements of an operating and capital
nature and how projects will be funded.
Issuers should disclose the identity of parties involved in
related party transactions, as well as the business purpose and
economic substance of the transaction.
The Staff Notice provides several examples of "boilerplate
disclosure" that lacks the specificity required by NI 51-102.
Accordingly, the Staff Notice also provides guidance on revising
such language to comply with securities regulations.
Although the guidance provided in the Staff Notice is specific
to mining issuers canvassed in the review, the content and
disclosure examples may be helpful to issuers in all
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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