Issuers are reminded of their obligations to file material contracts in accordance with Canadian securities laws. Specifically, pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), issuers are required to publicly file Material Contracts on SEDAR that were entered into within the last financial year, as well as those entered into before the last financial year that are still in effect. “Material Contracts” are defined in NI 51-102 as “any contract that an issuer or any of its subsidiaries is a party to, that is material to the issuer.”
Contracts that were entered into in the ordinary course of business are not required to be filed, unless they are: (i) contracts to which directors, officers or promoters are parties (other than contracts of employment); (ii) continuing contracts to sell the majority of the issuer’s products or services or to purchase the majority of the issuer’s required goods, services or raw materials; (iii) franchise or license or other agreements to use a patent, formula, trade secret, process or trade name; (iv) financing or credit agreements with terms that have a direct correlation with anticipated cash distributions; (v) external management or administration agreements; or (vi) contracts on which the issuer’s business is substantially dependent.
Certain provisions of Material Contracts filed pursuant to NI 51-102 may be omitted or redacted, if an executive officer of the issuer reasonably believes disclosure of that information would seriously prejudice the interests of the issuer, or would violate confidentiality provisions. However, NI 51-102 prohibits certain provisions from being omitted or redacted, such as: debt covenants in financing and credit agreements; events of default or termination; or any other terms that are necessary to understand the impact of the Material Contract on the issuer’s business. If a provision is omitted or redacted, a description of the type of information that has been so omitted or redacted must be provided immediately after the omitted or redacted provision in the filed copy of the Material Contract.
Material Contracts must be filed no later than the date a material change report is filed, if the making of the Material Contract is a material change for the issuer. Otherwise, issuers listed on the Toronto Stock Exchange (and any other reporting issuers, other than venture issuers) must file their Material Contracts no later than the time they file their Annual Information Form, if the Material Contract was made or adopted before the date of such Annual Information Form. For venture issuers (such as those listed on the TSX Venture Exchange), Material Contracts must be filed within 120 days after the end of the issuer’s most recently completed financial year, if the Material Contract was made or adopted before the end of such year.