For those on the board who may not be familiar with the mandatory requirements for releasing NRs.
II Material Information
Material information is any information relating to the business
and affairs of a company that results in or would reasonably
be expected to result in a significant change in the market price
or value of any of the company’s listed securities
Rule: Immediate Disclosure
A listed company is required to disclose material information
concerning its business and affairs forthwith upon the information
becoming known to management, or in the case of
information previously known, forthwith upon it becoming
apparent that the information is material. Immediate release
of information is necessary to ensure that it is promptly available
to all investors and to reduce the risk of persons with
access to the information acting upon undisclosed information.
Unusual trading marked by significant changes in the price
or trading volumes of any of a company’s securities prior to the
announcement of material information is embarrassing to
company management and damaging to the reputation of the
securities market, since the investing public may assume that
certain persons benefited from access to material information
which was not generally disclosed.
Examples of developments likely to require prompt disclosure
as referred to above include the following:
a) Changes in share ownership that may affect control of
b) Changes in corporate structure, such as reorganizations,
c) Take-over bids or issuer bids.
d) Major corporate acquisitions or dispositions.
e) Changes in capital structure.
f ) Borrowing of a significant amount of funds.
g) Public or private sale of additional securities.
h) Development of new products and developments affecting
the company’s resources, technology, products or market.
i) Significant discoveries by resource companies.
j) Entering into or loss of significant contracts.
k) Firm evidence of significant increases or decreases in
near-term earnings prospects.
l) Changes in capital investment plans or corporate objectives.
m) Significant changes in management.
n) Significant litigation.
o) Major labour disputes or disputes with major contractors
p) Events of default under financing or other agreements.
q) Any other developments relating to the business and affairs
of the company that would reasonably be expected to significantly
affect the market price or value of any of the company’s
securities or that would reasonably be expected to
have a significant influence on a reasonable investor’s
Forecasts of earnings and other financial forecasts need not
be disclosed, but where a significant increase or decrease in
earnings is indicated in the near future, such as in the next
fiscal quarter, this fact must be disclosed. Forecasts should not
be provided on a selective basis to certain investors not
involved in the management of the affairs of the company. If
disclosed, they should be generally disclosed. Reference should
be made to National Policy No. 48 of the Canadian Securities
Administrators (“Future-oriented Financial Information”).
Publication of material change
75. (1) Subject to subsection (3), where a material change occurs in the affairs of a reporting issuer, it shall forthwith issue and file a news release authorized by a senior officer disclosing the nature and substance of the change. R.S.O. 1990, c. S.5, s. 75 (1); 1994, c. 11, s. 349.
Report of material change
(2) Subject to subsection (3), the reporting issuer shall file a report of such material change in accordance with the regulations as soon as practicable and in any event within ten days of the date on which the change occurs. R.S.O. 1990, c. S.5, s. 75 (2).
(3) A reporting issuer may, instead of complying with subsection (1), promptly file with the Commission the report required under subsection (2), marked as confidential, and its written reasons for doing so if,
(a) the reporting issuer reasonably believes that a disclosure required under subsections (1) and (2) would be unduly detrimental to its interests; or
(b) the material change consists of a decision made by the senior management of the reporting issuer to implement a change and the senior management,
(i) believes that confirmation by the board of directors of the decision to implement the change is probable, and
(ii) has no reason to believe that any person or company with knowledge of the material change has purchased or sold the reporting issuer’s securities or traded a related derivative. 2010, c. 26, Sched. 18, s. 29 (1).