Financial Matters: Disclosure NI 41-101 Each prospectus must file recent, audited financial statements. Must follow International Financial Reporting Standards (IFRS). Key items: Financial Statement Disclosure for Issuers: annual financial statements for past 3 years + recent interim financial report for most recent period. Credit Supporter Disclosure Significant Acquisitions Probable Reverse Take Over (its potential acquirer) Must include and file Auditor’s comfort letter (assuring financial soundness of statements) along with unsigned financial statements in prelim prospect and must file a new one should an amendment to a prelim prosp affect the first comfort letter. 6.3 NI 41-101 Information about the Future: Financial Outlook, Future Oriented Financial Information, Forward Looking Info: NI 41-101F1 + NI 41-101 PART FOUR + NI 51-102 CD Forward Looking Info: possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future oriented financial info (FOFI) w/ respect to prospective fin performance, prospective financial position or prospective cash flows that is presented either as a forecast or a projection. Requirements of NI 51-102 (4A.2 + 4A.3) Continuous Disclosure Obligations bleed into NI 41-101F1. Both require substantive reasonableness and disclosure: 1. Must have reasonable basis for it. Reasonableness of assumptions, plus process followed in preparing/reviewing forward looking info. There is an implied representation that the info is objectively reasonable at the time the prospectus is filed. 2. The Issuer should caution readers about the risk factors, limitations of that info and identify it as forward looking. Issuer should create “safe harbour” provision in prospectus to limit liability. Issuer’s and Underwriters Certificates: NI 41-101 PART 5 Issuer: CEO, CFO, and any 2 directors (other than CEO/CFO) must certify that prosp constitutes full true and plain disclosure of all material facts. = liable for misstatements or misrepresentations. Underwriter: same as above, but prefaced with “to the best of our knowledge, information and belief...”UW’s due diligence efforts weigh in its liability for misstatement/misrep. Any expert, lawyer, engineers, auditors, etc. that helped prepare a part of the prospectus must consent to that info being used. NI 41-101. Esp auditor!
Financial Matters: Disclosure NI 41-101 Each prospectus must file recent, audited financial statements. Must follow International Financial Reporting Standards (IFRS). Key items: Financial Statement Disclosure for Issuers: annual financial statements for past 3 years + recent interim financial report for most recent period. Credit Supporter Disclosure Significant Acquisitions Probable Reverse Take Over (its potential acquirer) Must include and file Auditor’s comfort letter (assuring financial soundness of statements) along with unsigned financial statements in prelim prospect and must file a new one should an amendment to a prelim prosp affect the first comfort letter. 6.3 NI 41-101 Information about the Future: Financial Outlook, Future Oriented Financial Information, Forward Looking Info: NI 41-101F1 + NI 41-101 PART FOUR + NI 51-102 CD Forward Looking Info: possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future oriented financial info (FOFI) w/ respect to prospective fin performance, prospective financial position or prospective cash flows that is presented either as a forecast or a projection. Requirements of NI 51-102 (4A.2 + 4A.3) Continuous Disclosure Obligations bleed into NI 41-101F1. Both require substantive reasonableness and disclosure: 1. Must have reasonable basis for it. Reasonableness of assumptions, plus process followed in preparing/reviewing forward looking info. There is an implied representation that the info is objectively reasonable at the time the prospectus is filed. 2. The Issuer should caution readers about the risk factors, limitations of that info and identify it as forward looking. Issuer should create “safe harbour” provision in prospectus to limit liability. Issuer’s and Underwriters Certificates: NI 41-101 PART 5 Issuer: CEO, CFO, and any 2 directors (other than CEO/CFO) must certify that prosp constitutes full true and plain disclosure of all material facts. = liable for misstatements or misrepresentations. Underwriter: same as above, but prefaced with “to the best of our knowledge, information and belief...”UW’s due diligence efforts weigh in its liability for misstatement/misrep. Any expert, lawyer, engineers, auditors, etc. that helped prepare a part of the prospectus must consent to that info being used. NI 41-101. Esp auditor!
Ford_104_Fall_2014_Shahdin_Farsai.docx