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INFONEX - MD&A for mining (2014)

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MD&A for mining

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INFONEX - MD&A for mining (2014)

  1. 1. INFONEX - MD&A FOR MINING Dentons Canada LLP Catherine Wade 24 September 2014
  2. 2. Overview of MD&A: Regulatory Standards and Guiding Principles for Mining Companies September 2014 Dentons Canada LLP 2 •Compliance and disclosure standards •General •Recurring Themes •2014 CSA Reviews & Guidance (July 2014) •Guiding Principles from the CPA •OSC Review & Guidance for Mining Companies (Feb 2014) •Indicators of Poor MD&A •Examples •Recent developments affecting MD&A
  3. 3. Compliance and Disclosure Standards September 2014 Dentons Canada LLP 3 •MD&A: •Building upon the financial statements, MD&A should •be a plain language narrative explanation and analysis, that provides a balanced discussion of results, financial condition and future prospects to help both current and potential investors to understand what has been presented in the financial statements, •be presented through the eyes of management, •explain how your company performed during the period covered by the financial statements, •discuss trends and risks that have affected or may affect the financial statements in the future, and •provide description of your company’s current financial condition and future prospects by providing information about the quality and potential variability of earnings, cash flow and operations •“where you were; where you are; where you are going; how you can get pushed off track”
  4. 4. Compliance and Disclosure Standards September 2014 Dentons Canada LLP 4 •Good reasons for well written MD&A: •Opportunity for company to explain events from management’s point of view, and beyond the numbers •Provide current and potentially new investors with up to date information on the underlying analysis of the financial statements •Facilitate capital raising efforts •Reduce investor complaints as to perceived ‘surprises’ and lack of communication •Comply with securities laws and decrease regulator comments at crucial times such as capital raising
  5. 5. Compliance and Disclosure Standards September 2014 Dentons Canada LLP 5 •Securities law and regulation: •NI 51-102 Continuous Disclosure Obligations (Part 5) and companion policy 51-102CP (Part 5) •Prescribed form 51-102F1 •NI 52-109 Certification of Disclosure in Annual and Interim Filings (FS, MD&A, AIF) •Consistent cornerstone of all continuous disclosure items: •AIF (Annual Information Form or U.S. filing equivalent) •NI 51-101 Standards of Disclosure for Oil and Gas Activities •NI 43-101 Standards of Disclosure for Mineral Projects •Press releases •Prospectus filings •Offering memoranda •Filing Statements (TSX-V – Change of Business) •Business Acquisition Reports •Proxy circulars
  6. 6. Compliance and Disclosure Standards September 2014 Dentons Canada LLP 6 www.bcsc.bc.ca Securities Law & Policy Instruments & Policies Series 5 of the Rules, Instruments, Policies & Staff Notices Ongoing Requirements for Issuers and Insiders [51- 101 to 58-701] – Over 125 “active” News and Publications Publications Speeches Information for Companies www.osc.gov.on.ca Securities Law & Instruments Instruments, Rules & Policies Series 5 5 of the Rules, Instruments, Policies & Staff Notices Ongoing Requirements for Issuers and Insiders Information for Companies SME Institute Calendar of Upcoming Seminars
  7. 7. Compliance and Disclosure Standards September 2014 Dentons Canada LLP 7 •Securities regulator reviews and guidance: •CSA (Canadian Securities Administrators) Staff Notice 51-341 Continuous Disclosure Review Program for fiscal year ended March 31, 2014 – review results have been released annually in July since 2010 •ASC annual Corporate Finance Disclosure Report released annually in December •OSC annual Corporate Finance Report under OSC Staff Notice 51-706 •OSC Staff Notice 52-720 (Feb 2012) Financial Reporting Bulletin •OSC Staff Notice 51-721 (June 2013) Forward Looking Financial Information •OSC Staff Notice 52-722 (December 2013) Report of Staff’s Review of Non- GAAP Financial Measures and Additional GAAP Measures •OSC Staff Notice 51-722 (February 2014) Report on a Review of Mining issuers’ Management’s Discussion and Analysis and Guidance •CSA Staff Notice 51-333 Environmental Reporting Guidance (Oct 2010) •OSC SME (small and medium enterprises) Institute seminar series
  8. 8. Recurring Themes in Annual Securities Regulatory Reviews September 2014 Dentons Canada LLP 8 •inappropriate use of boilerplate •repeating information from FS without analysis: •analysis = ‘why?’ ‘how?’ ‘what?’ ‘when?’ •explain why the results changed (eg. Increased expenditures due to….new legislation, increased environmental exposure) •why and when did the changes occur and how it impacted results? •had you foreseen them in the last MD&A? •will the events reoccur, to what extent and why, how have these impacted results and what is the company doing about it? •explain why your previously disclosed budget does not correspond with your burn rate and cap ex spend, when the budget went offside and what was the impact •lack of quantitative analysis in results of operations •insufficient disclosure of working capital requirements •inadequate disclosure of circumstances that could affect sources of capital •poor risk disclosure and analysis: why was there such a significant increase in expenditures for reasons not identified in last year’s MD&A’s risks?
  9. 9. Recurring Themes September 2014 Dentons Canada LLP 9 •No, or insufficient, discussion about risks and uncertainties expected to affect future performance given current regulatory, economic or industry conditions •Inconsistent, or even contradictory, MD&A disclosure over reporting periods •turn your MD&A into a means of providing continuity of disclosure on a cumulative basis as the business lives and grows over time •Carry forward disclosure used in prior MD&A but no longer applicable or relevant •Insufficient discussion of assumptions underlying critical accounting estimates •Missing, or limited, disclosure of adoption of new accounting policies •Inadequate related party transaction disclosure •Non-compliant disclosure of non-GAAP financial measures
  10. 10. Recurring Tips from Securities Regulatory Reviews September 2014 Dentons Canada LLP 10 •Use plain language •Focus on materiality •Balanced disclosure •Provide context, including comparison to previously articulated strategy and risks •Identify trends •Plan for review time •Consider forward-looking information
  11. 11. Regulator Reviews September 2014 Dentons Canada LLP 11 •Securities regulators periodically conduct full reviews and specific issue- oriented reviews. In 2014, issue-oriented reviews increased as a percentage of all reviews from 72% in 2013 to 78% in 2014. •2014 Issue Review - analyzed MD&A for mining issuers - the common areas of deficiencies identified were related to: •Non-GAAP measures •Forward looking information •Additional disclosure for venture issuers without significant revenue
  12. 12. CSA CD 2014 Review Results September 2014 Dentons Canada LLP 12 Three Themes 1. Non-GAAP Measures • Numerical measure related to historical or future financial performance or position or cash flows – excludes or includes amounts that are included or excluded, respectively, in the most directly comparable measures under GAAP such as earnings before interest, taxes, depreciation and amortization (EBITDA) • Being adjusted for impairment, restructuring or foreign exchange charges • Should include all material disclosure as set out in CSA Staff Notice 52-306 Non- GAAP Financial Measures and Additional GAAP Measures 2. Forward Looking Information (FLI) • Key area of interest for investors, can enhance transparency and increase investors’ understanding of the business and future prospects • Clear identification needed • Disclosure of material factors or assumptions • Update FLI and show comparison of actual results to previous FLI (why, when, what, how)
  13. 13. CSA CD 2014 Review Results September 2014 Dentons Canada LLP 13 Three Themes 3. Additional Disclosure for Venture Issuers Without Significant Revenue • Breakdown of material components of expenditures (revenues) on comparative basis • Property-by-property basis for mining, exploration and evaluation assets or expenditures • Regulators have an expectation of seeing relevant qualitative discussion of the material components
  14. 14. CSA CD 2014/2013 Review Outcomes September 2014 Dentons Canada LLP 14 16% 9% 14% 24% 37% 2% 5% 14% 53% 26% Education and Awareness Default, CTO or Referred to Enforcement Re-filing or Filing of Un-Filed Document Requested No Action Required Prospective Change Requested 2013 2014
  15. 15. Guiding Principles - CPA September 2014 Dentons Canada LLP 15 Chartered Professional Accountants Canada (CPA) formerly CICA principles and framework to help identify and organize MD&A disclosures •Improved Communication with Supplementary Financial Measures: General Principles and Guidance for Reporting Free Cash Flow and EBITDA, April 2013 •Fair Value Discussions in the MD&A, January 2013 •Quarter-End Financial Communications, December 2010 •Guidance on Improved Strategy and Outlook Disclosures, November 2010 •Evaluating and Improving MD&A – A Baseline Report, October 2008 •Building a Better MD&A – Risk Disclosure, March 2008 •Building a Better MD&A – A Guide for Small Issuers, November 2007 •20 Questions Directors Should Ask About MD&A www.cica.ca – Performance Reporting Resource Centre
  16. 16. Guiding Principles September 2014 Dentons Canada LLP 16 MD&A should: 1. Enable readers to view the information through the eyes of management 2. Compliment and supplement the financial statements useful quantitative and qualitative information about performance of the business that adds to what’s already in the financials explain the conditions and events that shaped the results in the financials how those past conditions relate to future (predictive or not, and why) 3. Be complete, fair and balanced, and provide information that is ‘material’ to the decision making needs of the reader Transparent discussion of the range of possible outcomes
  17. 17. Guiding Principles September 2014 Dentons Canada LLP 17 4.Have a forward looking orientation (whereas the financials are historical) explain past events, decisions, circumstances, performance in the context of whether they are likely to be indicative of future prospects describe the future events, decisions, circumstances, opportunities management considers likely to materially impact future prospects 5.Focus on management’s strategy for generating value over time what is the applicable time horizon for company’s strategy – industry specific discuss performance against milestones showing implementation of goals and (hopefully) progress against goals
  18. 18. Guiding Principles September 2014 Dentons Canada LLP 18 6.Be written in plain language, with candor and without exaggeration, be understandable, relevant, and comparable over reporting periods graphics and tables to enhance understanding not a list of every issue facing the company - focus on significant matters and the approach to them comparability facilitates benchmarking, enables trend identification and analysis if previous information is no longer relevant or material, explain why
  19. 19. Guiding Principles September 2014 Dentons Canada LLP 19 •MD&A disclosure framework in schematic as an integrative tool, not a template:
  20. 20. Guiding Principles September 2014 Dentons Canada LLP 20 •Core business and strategy for value creation investors need clear understanding of this and also the significant factors, trends, opportunities and threats (internal and external) that shape the strategy what, why, how the company was trying to do in the past, and what, why, how it wants to achieve in the future •Key performance drivers external and internal drivers and why they are critical to the company’s successful implementation of strategy and achievement of goals also, the key performance indicators (financial and non-financial) that management uses to monitor progress on the drivers
  21. 21. Guiding Principles September 2014 Dentons Canada LLP 21 •Capacity to deliver results discussion of the resources needed to deliver on company’s strategy and achieve its goals, including tangible and intangible assets, working capital and other aspects of liquidity, financial resources, leadership, labour force and systems cash generating potential, cash utilization requirements and working capital requirements historical analysis and future expectations for liquidity and productive capacity how executive compensation metrics (a) support the business strategy and performance drivers, and (b) relate to the KPIs
  22. 22. Guiding Principles September 2014 Dentons Canada LLP 22 •Results and outlook insightful explanation of: (a) company performance against its strategy and goals, and (b) management effectiveness in use of resources discussion of key performance driver and indicator trends, changes and fluctuations (eg. seasonality) why actual results have differed from expectations/targets how, why, extent to which past results are indicative of future prospects, or not
  23. 23. Guiding Principles September 2014 Dentons Canada LLP 23 •Risk pervades the whole framework and is the context for all discussions explain the principal risks, strategies employed for managing them, and their potential impact on core strategy, performance drivers, capabilities and results, including liquidity and capital resources why is this a risk for this company and how is it managed match the downside and/or upside to the related risk provide specific quantitative information about the potential variability/sensitivity of results depending on the outcome of the released risk monitor risk disclosures to remain current/relevant, and when risks change, explain the removal or addition of specific risk disclosures should not be a boilerplate listing of all conceivable risks or wholesale cross reference to AIF risk factors instead, provide a deeper discussion of those risks that are particularly relevant, probable, impactful
  24. 24. Guiding Principles September 2014 Dentons Canada LLP 24 •Recurring themes in MD&A best practices commentary: •Discuss financial condition, not financial position, through discussion of liquidity, capital resources, overall financial health of the business, current and future considerations, events, risks, uncertainties that might impact financial condition •Be analytical rather than merely descriptive (what, how, why) •Better organized and easier to read. Use table of contents, charts and tables, formatting •Don’t just repeat FS items. Provide additional interpretive information, eg. discussion about cost structures, non-operational information like emerging contingent liabilities •Link results to previously established targets •Discuss future goals and associated rationale
  25. 25. Guiding Principles September 2014 Dentons Canada LLP 25 •Recurring best practices themes (cont’d) •View of the company through management’s eyes but also balanced discussion of negative and positive •Must include forward looking information (FLI) and must treat it properly (reasonable basis for making the statement and appropriate caveats about factors that could influence its achievement) •Examples of FLI: discussion of potential future projects, sales order, status of completion of new facility •Avoid irrelevant information •Identify the most significant risks and discuss analysis of the company’s sensitivity to them
  26. 26. OSC Review and Guidance for Mining Issuers (February 2014) September 2014 Dentons Canada LLP 26 •Venture issuer disclosure •If no significant revenue from operations in either of its last 2 financial years to disclose on a comparative basis then provide the following break down to assist investors to understand the work that was performed and how funds are expended and the affect of the spend on moving the project forward. •Exploration and evaluation assets (i.e. assays and geochem, camp , drilling, geology, geophysics, travel and lodging, salaries, consulting) •General and admin expenses (i.e. legal, accounting) •Other material costs •Issuers without producing mines •Describe significant projects including •Plan for the project •Status of the project relative to the plan •Expenditures - by type •How the expenditures related to anticipated timing and cost for next stage of project plan (i.e. they were less and you slowed down or shut down the project due to drilling results or you focused on an alternative property)
  27. 27. OSC Review and Guidance for Mining Issuers (February 2014) September 2014 Dentons Canada LLP 27 •purpose is to provide information necessary for investors to understand the material mineral projects •particularly important for a venture issuer that does not file an AIF and for issuers that have not yet filed a technical report on the particular project •disclosure should include (on a property by property basis) •Description of the project •Location •Ownership •Ongoing obligations to maintain interest •Commodities •Geological setting •Exploration work to date •Mineral resources or reserves •Qualified person (if technical report) •Work completed and expenditures during the period •Current status – plans and budgets •Explanation of relationship of expenditure to expected timing and cost for next stage of development
  28. 28. OSC Staff Notice 51-722 – Report on a Review of Mining Issuers’ MD&A - Themes September 2014 Dentons Canada LLP 28 •Venture issuers without significant revenue from operations did not provide the breakdown of material components of exploration and evaluation assets or expenditures •Disclosure is necessary to assist investors to understand •What is being done •How $ is spent •Evaluate how the $ spent moves a project forward •Issuers with exploration projects did not discuss and itemize their work completed and exploration expenditures •Disclosure necessary to assist investors to understand and follow the progress of the project •Issuers with a working capital deficiency provided very general discussion, or no discussion, about potential sources of financing and how they plan on continuing operations •Disclosure necessary to assist investors in assessing viability of the company or a particular project •Issuers did not appropriately disclose the identity of the party involved in the related party transaction •Failure to update use of financing proceeds •Disclosure necessary to ensure funds used for purposes raised
  29. 29. You Know Your MD&A Process Needs Work When… September 2014 Dentons Canada LLP 29 •Correspondence from securities regulator (BCSC, OSC etc.) or from external auditor •Don’t seem to have any key performance drivers or indicators •FS process takes too long or not commenced early enough resulting in a mad rush •Internal accounting/audit and reporting function staff need more training •Too much reliance on one or very few staff members •Reinventing the wheel every quarter •Senior management distracted by other priorities
  30. 30. Projects Not Yet Generating Revenue - Example September 2014 Dentons Canada LLP 30 Boilerplate example: In 2013, the Company continued its exploration efforts on the XYZ Lake property including additional drilling on the Fire Zone, which continued to intersect significant zone of mineralization. In addition, geophysical surveys identified several targets for testing which may represent zones of mineralization similar to the Fire Zone. In 2014, the Company expects to continue its drilling efforts to outline the Fire Zone mineralization and also drill test the geophysical targets. The Company anticipates it will be in a position to disclose and initial mineral resource estimate on the XYZ Lake property in 2014.
  31. 31. Projects Not Yet Generating Revenue - Example September 2014 Dentons Canada LLP 31 In 2013, the Company spent $873,100 on exploration expenses on the XYZ Lake property which consisted mainly of two phases of diamond drilling on the Fire Zone (totaling 25 holes for 4,820 meters) that were completed in February 2013 and September 2013. This drilling continued to outline significant zones of mineralization, the results of which were reported by the Company in news releases dated May 30, 2013, June 24, 2013 and November 29, 2013. In addition, an airborne geophysical survey (703 line km) was completed in the summer, which identified several targets for testing that may represent zones of mineralization similar to the Fire Zone. In early 2014, the Company expects to spend approximately $800,000 conducting additional diamond drilling on the Fire Zone as well as follow-up drill testing of the high priority geophysical targets. It is expected that both drilling programs will consist of approximately 20 drill holes totaling about 5,000 meters. By the third quarter of 2014, the Company anticipates it will have completed a sufficient amount of drilling in order to commission an initial independent NI 43-101 mineral resource estimate on the Fire Zone, which is expected to be disclosed by the end of 2014.
  32. 32. Variances in Use of Proceeds September 2014 Dentons Canada LLP 32 •Requirement to compare, in tabular form, the changes in the use of proceeds and to explain the impact of those changes on the company’s ability to achieve its business objectives and milestones •Mini questionnaire tool to help articulate the analysis: •Have the following considerations relating to variances been disclosed in the table and the introductory text? •How does the nature and amount of expenditures made to date compare to the previous disclosure about use of proceeds from a previous financing? •How do variances impact future operations? •How will the variances affect the company’s ability to achieve its business objectives and milestones? •Will the company require additional financing to meet the next milestone? •Has financing been sourced? •Does the disclosure comply with the MD&A requirements?
  33. 33. Capital Resources 51-102F1 – Part 2, Item 1.7 September 2014 Dentons Canada LLP 33 •Analysis should include: •Commitments for capital expenditures as of the date of the financial statements detailing: •the amount, nature and purpose of the commitments •the expected source of funds to meet the commitments •the expenditures not yet committed but required to maintain capacity, to meet growth or fund development activities •Known trends or expected fluctuations in the company’s capital resources •Sources of financing the company has arranged but not yet used •Explain the planned activities to meet growth and fund development plans, along with a quantification of the capital expenditures needed for those planned activities
  34. 34. Capital Resources September 2014 Dentons Canada LLP 34 •Mini questionnaire tool to help articulate the analysis: •Is there analysis of the company’s spending requirements relating to: •Capital expenditure commitments? •Continuation of key projects? •The nature, amount and purpose of expenditure commitments, and expected source of funds to meet those commitments •Sources of financing: •Is there discussion as to how difficulties in obtaining financing could affect: •Status of projects? •Ability to continue as a going concern? •Have expected sources of financing that are being pursued been identified?
  35. 35. Financial Condition September 2014 Dentons Canada LLP 35 •Discussion of financial condition should include important trends and risks that have affected financial condition, as well as trends and risks that are likely to affect the financial condition in the future •In discussion of changes in financial condition and results, include analysis of the effect on continuing operations of material acquisitions, dispositions, write offs, abandonment etc.
  36. 36. Didn’t Meet Regulators’ Expectations September 2014 Dentons Canada LLP 36 In this example, the RI provided a boilerplate description of potential sources of funding and a general disclaimer that the anticipated sources of funding may not actually be available. As a result, this disclosure does not offer readers any insight into the RI’s ability to generate sufficient amounts of cash and cash equivalents. Rather than generic disclaimers, we would expect RI's to describe the entity-specific, material circumstances that could affect the sources of cash and cash equivalents that are reasonably likely to occur. In addition, the RI was ambiguous in disclosing that the anticipated sources of funding may not be available. This ambiguity may result in readers questioning the implications of the RI not obtaining the needed funding – such as, whether this lack of funding could impair the RI’s ability to undertake essential transactions, meet planned growth or development activities, and discharge its working capital requirements. Capital Resources: At December 31, 2011, the Company had bank indebtedness of $0.1 million and a working capital deficiency of $1.6 million. The Company does not have sufficient working capital at this time to meet its ongoing financial obligations for the next twelve months and fund its business plan. It will require additional funds either from revenues or financing to continue its operations. While management of the Company believes that it will be able to generate funding through sales or equity financing there can be no guarantee that the Company will be successful in obtaining sufficient revenues or financing to continue operations beyond this date.
  37. 37. Meets Expectations? September 2014 Dentons Canada LLP 37 The Company’s consolidated working capital deficiency (current assets less current liabilities) as at March 31, 2012 is $2.5 million. The Company received $5.5 million (before costs) from an issue of convertible debentures which closed on May 5th, 2012 which covered the working capital deficiency. In addition to these funds, the Company expects to be able to access further capital through farmouts and selected asset sales, although none have been completed to date and there is no certainty we will find buyers on acceptable terms. The latter are likely only to be partial sales or reductions in working interest for the Company’s exploration assets. Funds received from farmouts and asset sales will provide the Company with a different risk profile on those particular projects farmed out and reduce the requirements on the Company’s cash balances while at the same time ensuring exploration activities continue.
  38. 38. Related Party Transactions 51-102 F1 – Part 2, Item 1.9 September 2014 Dentons Canada LLP 38 •Recurring deficiency: repeat information from FS notes; not identifying the related person or entity •Need to supplement that with: •qualitative and quantitative discussion about the business purpose and economic substance of the transaction •description of the parties and their relationship •recorded amount and the measurement basis used •ongoing contractual or other commitments resulting from the transaction •Example of common related party transactions: •Office space rented from a company with officers and directors in common with the company •Administrative services provided by a company controlled by a director •Advisory fees, management fees or other services to companies controlled by officers or directors •Loans and advances provided by a director to the company or vice-versa •Equity investments made by the company in other entities with common officers and directors
  39. 39. Related Party Transactions 51-102 F1 – Part 2, Item 1.9 September 2014 Dentons Canada LLP 39 Boilerplate example: During the year, the Company paid $148,541 for services to a firm in which a director is a partner. Entity-specific example: During the year, the Company paid professional fees of $148,541 to Best Miner LLP, a law firm of which Joe Prospector, a director of the Board, is a partner. These services were incurred in the normal course of operations for general corporate matters, attendance at committee and board meetings, as well as evaluating business opportunities. All services were made on terms equivalent to those that prevail with arm’s length transactions.
  40. 40. Other Sources of MD&A Requirements September 2014 Dentons Canada LLP 40 •NI 52-109 – MD&A disclosure requirements arise from Certification of Disclosure in Annual and Interim Filings •Form 52-109F1 and Form 52-109F2 Requires Annual and Interim MD&A Disclosure concerning DC&P, ICFR •OSC Staff Notice 51-721 (June 2013) Forward Looking Financial Information •OSC Staff Notice 52-722 (December 2013) Report of Staff’s Review of Non- GAAP Financial Measures and Additional GAAP Measures •Environmental, Climate Change and Sustainability
  41. 41. Resources September 2014 Dentons Canada LLP 41 www.bcsc.bc.ca Securities Law & Policy Instruments & Policies 5 Ongoing Requirements for Issuers and Insiders [51-101 to 58-305] www.osc.gov.on.ca Securities Law & Instruments Instruments, Rules & Policies 5 Ongoing Requirements for Issuers and Insiders www.bcsc.bc.ca News and Publications Publications www.osc.gov.on.ca Information for Companies SME Institute Calendar of Upcoming Seminars cpa Canada www.cica.ca Focus on Practice Areas – Reporting and Capital Markets Applying the Standards Financial Reporting Management’s Discussion and Analysis and Other Beyond-GAAP Reporting
  42. 42. Resources September 2014 Dentons Canada LLP 42 •NI 51-102 Continuous Disclosure Obligations (Part 5) and companion policy 51-102CP (Part 5) •Prescribed form 51-102F1 •NI 52-109 Certification of Disclosure in Annual and Interim Filings •NI 51-101 Standards of Disclosure for Oil and Gas Activities •NI 43-101 Standards of Disclosure for Mineral Projects •BCSC – Website for Investors – Defaulting Reporting Issuers •OSC Policy 51-601 Reporting Issuer Defaults •NI 51-102 Continuous Disclosure Obligations – Part 4A Forward-Looking Information; Part 4B FOFI and Financial Outlooks; Section 5.8 Disclosure Relating to Previously Disclosed Material Forward-looking Information •NI 51-102 Companion Policy – Part 4A Forward-Looking Information; Section 5.5 Previously Disclosed Material Forward-looking Information •NP 51-201 Disclosure Standards
  43. 43. Resources September 2014 Dentons Canada LLP 43 •CSA (Canadian Securities Administrators) Staff Notice 51-341 Continuous Disclosure Review Program for fiscal year ended March 31, 2014 released annually in July since 2010 •ASC annual Corporate Finance Disclosure Report released annually in December •OSC annual Corporate Finance Report under OSC Staff Notice 51-706 •OSC Staff Notice 52-720 (Feb 2012) Financial Reporting Bulletin •CSA Staff Notice 51-333 Environmental Reporting Guidance (Oct 2010) •CSA Staff Notice 52-306 (Revised) Non-GAAP Financial Measures and Additional GAAP Measures •CSA Staff Notice 51-328 Continuous Disclosure Considerations Related to Current Economic Conditions •OSC Policy 51-604 Defence for Misrepresentations in Forward-Looking Information •CSA Staff Notice 51-330 Guidance Regarding Application of Forward-looking Information Requirements under NI 51-102 •OSC Staff Notice 51-721 Forward-Looking Information Disclosure (June 2013) •OSC Staff Notice 51-722 Report on a Review of Mining Issuers’ Management’s Discussion and Analysis and Guidance (February 2014)
  44. 44. Resources September 2014 Dentons Canada LLP 44 •OSC Staff Notice 52-722 (December 2013) Report of Staff’s Review of Non-GAAP Financial Measures and Additional GAAP Measures •OSC Corporate Sustainability Initiative Report to the Minister of Finance (Dec 2009) •OSC Notice 51-717 Corporate Governance and Environmental Disclosure (Dec 2009) •OSC SME (small and medium enterprises) Institute seminar series
  45. 45. Resources September 2014 Dentons Canada LLP 45 CPRB Management’s Discussion and Analysis: Guidance on Preparation and Disclosure last update July 2009 (update #3) and other guidance: •Improved Communication with Supplementary Financial Measures: General Principles and Guidance for Reporting Free Cash Flow and EBITDA, April 2013 •Fair Value Discussions in the MD&A, January 2013 •Quarter-End Financial Communications, December 2010 •Guidance on Improved Strategy and Outlook Disclosures, November 2010 •Evaluating and Improving MD&A – A Baseline Report, October 2008 •Building a Better MD&A – Risk Disclosure, March 2008 •Building a Better MD&A – A Guide for Small Issuers, November 2007 •20 Questions Directors Should Ask About MD&A •CPA: Market Value - Professional Investors’ Views About Financial Reporting in Canada 2013 •CPRP Building a Better MD&A – Climate Change Disclosure (Oct 2008) •CSA Corporate Reporting Awards
  46. 46. Thank you. Catherine Wade Dentons Canada LLP 20th Floor 250 Howe Street Vancouver, BC V6C 3R8 © 2014 Dentons. Dentons is an international legal practice providing client services worldwide through its member firms and affiliates. This publication is not designed to provide legal or other advice and you should not take, or refrain from taking, action based on its content. Please see dentons.com for Legal Notices. Dentons is the global law firm created by international law firm Salans LLP, Canadian law firm Fraser Milner Casgrain LLP (FMC) and international law firm SNR Denton and is driven to provide you with the competitive edge in an increasingly complex and interconnected marketplace.
  47. 47. The preceding presentation contains examples of the kinds of issues companies dealing with Mining could face. If you are faced with one of these issues, please retain professional assistance as each situation is unique. September 2014 Dentons Canada LLP

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