CSA Notice 51-340
Update on proposed National Instrument 51-103 Ongoing
Governance and Disclosure Requirements for Venture Issuers
July 25, 2013
We, the Canadian Securities Administrators (CSA), initiated a project examining the venture
market with the goal of creating a distinct regime that would be tailored to and benefit both
venture issuers and venture investors and that would reinforce governance standards through
substantive obligations, certification and disclosure. In May 2010, we published CSA
Multilateral Consultation Paper 51-403 Tailoring Venture Issuer Regulation and conducted in-
person consultations across the country exploring the feasibility of, and support for, this
endeavour. Feedback from the consultation paper and in-person consultations was generally
very positive.
Based on this feedback, we published proposed National Instrument 51-103 Ongoing
Governance and Disclosure Requirements for Venture Issuers (NI 51-103) and other rule
amendments for two separate comment periods. The proposals addressed continuous disclosure
and governance obligations as well as disclosure for prospectus offerings and certain exempt
offerings that require prescribed disclosure.
Some commenters on our first publication (July 2011) had concerns about certain aspects of the
proposals, including the proposal to allow venture issuers to choose whether to file first and third
quarter financial reports and associated MD&A (interim reporting). The general feedback from a
majority of the commenters was that the proposed changes would be worthwhile even without
the option with respect to the first and third quarter interim reporting. In the second publication
of proposed NI 51-103 (September 2012) we introduced changes to our proposals to
accommodate concerns expressed by various constituents including the removal of the proposal
to eliminate the requirement for first and third quarter interim reporting. We proposed quarterly
financial reporting but with quarterly highlights instead of MD&A.
The changes in our September 2012 publication reduced the distinction between proposed NI 51-
103 and the current regime. Although commenters expressed some support, the overall level of
support was lower, with more commenters expressing concerns about specific aspects of the
proposals. A common theme was the burden that the proposal would place on venture issuers,
both in terms of transition to a new regime, and with respect to some of the new disclosure
obligations proposed (e.g., a mandatory annual report).
After reviewing the comments received and further consideration, we have determined not to
pursue the implementation of proposed NI 51-103. However, we are currently considering
implementing some of the proposals within proposed NI 51-103 as amendments within the
existing regulatory regime for venture issuers. Any resulting proposed amendments will be
published for comment, as necessary.
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If you have questions about this notice, please direct them to:
Alberta Securities Commission
Ashlyn D’Aoust
Michael Jackson
Legal Counsel, Corporate Finance
Legal Counsel, Corporate Finance
403-355-4347 1-877-355-0585
403-297-4973 1-877-355-0585
ashlyn.daoust@asc.ca
michael.jackson@asc.ca
Tom Graham
Director, Corporate Finance
403-297-5355 1-877-355-0585
tom.graham@asc.ca
British Columbia Securities Commission
Andrew Richardson
Jody-Ann Edman
Deputy Director, Corporate Finance
Associate Chief Accountant, Corporate
604-899-6730 1-800-373-6393
Finance
arichardson@bcsc.bc.ca
604-899-6698 1-800-373-6393
jedman@bcsc.bc.ca
Larissa M. Streu
Senior Legal Counsel, Corporate Finance
604-899-6888 1-800-373-6393
lstreu@bcsc.bc.ca
Financial and Consumer Affairs Authority
of Saskatchewan
Tony Herdzik
Deputy Director, Corporate Finance
306-787-5849
tony.herdzik@gov.sk.ca
Manitoba Securities Commission
Bob Bouchard
Director, Corporate Finance and Chief
Administrative Officer
204-945-2555 1-800-655-5244
Bob.Bouchard@gov.mb.ca
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Ontario Securities Commission
Michael Tang
Marie-France Bourret
Senior Legal Counsel, Corporate Finance
Accountant, Corporate Finance
416-593-2330 1-877-785-1555
416-593-8083 1-877-785-1555
mtang@osc.gov.on.ca
mbourret@osc.gov.on.ca
Autorité des marchés financiers
Sylvie Lalonde
Céline Morin
Director
Senior Policy Advisor
Policy and Regulation Department
Policy and Regulation Department
514-395-0337 ext.4461
514-395-0337 ext.4395
1-877-525-0337
1-877-525-0337
sylvie.lalonde@lautorite.qc.ca
celine.morin@lautorite.qc.ca
Michel Bourque
Senior Policy Advisor
Policy and Regulation Department
514-395-0337 ext.4466
1-877-525-0337
michel.bourque@lautorite.qc.ca
Financial and Consumer Services
Commission (New Brunswick)
Susan Powell
Senior Legal Counsel, Securities
506-643-7697 1-866-933-2222
susan.powell@fcnb.ca
Nova Scotia Securities Commission
Jack Jiang
Financial Analyst
902-424-7059
jiangjj@gov.ns.ca
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